SCHEDULE: Host Digital Inc. Stakeholder Discloses 38.9% Ownership Post-Merger

Hans Thomas and 10X MASTER LLC report beneficial ownership of 10,119,047 shares, representing 38.9% of Host Digital Inc. Class A common stock, following a recent merger.

Summary

• Hans Thomas and 10X MASTER LLC (collectively, the 'Reporting Persons') have filed a Schedule 13D, disclosing beneficial ownership of 10,119,047 shares of Host Digital Inc. Class A common stock.
• This ownership stake represents approximately 38.9% of the outstanding Class A common stock as of September 17, 2026.
• The acquisition of these shares occurred on September 17, 2026, in connection with a merger where Host Digital Inc. (formerly 'Healthy Choice Wellness Corp.') acquired Host Digital Infrastructure LLC ('Host DI').
• Mr. Thomas, as the sole member and managing member of 10X MASTER LLC, holds these shares through the LLC.
• The Reporting Persons acquired the shares for investment purposes and intend to review their investment periodically, potentially engaging in further transactions or communications regarding the Issuer.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, indicating a significant ownership stake post-merger with clear investment intentions and strategic agreements in place.

Positives

• Significant ownership stake (38.9%) established post-merger by key individuals.
• Clear investment purpose stated for the acquired shares.
• Registration Rights Agreement ensures future liquidity for shares held by Host DI Unit Holders.
• Preferential Rights Agreement provides the Issuer with rights regarding future project site acquisitions by the Sponsor.

Negatives

• The filing does not detail any negative financial performance or operational issues.
• No immediate negative implications are apparent from the disclosed information.

Risks

• Future stock sales by Reporting Persons could impact share price.
• Potential for future disagreements or strategic differences between Reporting Persons and Issuer management.
• The Preferential Rights Agreement expires on the second anniversary of its effective date, potentially reducing Issuer's future acquisition advantages.

Future Outlook

The Reporting Persons intend to review their investment in Host Digital Inc. periodically and may engage in various transactions, including purchasing or selling additional shares, options, or derivatives. They also reserve the right to engage in communications with various parties regarding the Issuer's business, operations, governance, and control.

Management Comments

• Mr. Thomas is the Founder and Chief Executive Officer of 10X Capital and the sole member and managing member of 10X MASTER LLC.
• 10X MASTER LLC is an investment vehicle that provides Mr. Thomas with the means to manage assets.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing is typical following a significant corporate event like a merger, where major stakeholders must disclose their ownership levels. The agreements detailed, such as the Registration Rights and Preferential Rights Agreements, are common in such transactions to align interests and facilitate future activities.

Comparison to Industry Standards

• The 38.9% ownership stake by a single reporting entity post-merger is substantial and indicates a significant influence or control position, which is common for founders or major investors in newly combined entities.
• The inclusion of a Registration Rights Agreement is standard practice in private-to-public transactions or mergers involving private entities, ensuring that investors can eventually liquidate their holdings.
• Preferential Rights Agreements, like the one with the Sponsor, are less common but are used to maintain strategic alignment between a company and its key founders or development partners, particularly in industries with project-based growth.

Related Party Transactions

• The Reporting Persons, Hans Thomas and 10X MASTER LLC, are considered related parties due to Mr. Thomas's role as founder and CEO of 10X Capital and managing member of 10X MASTER LLC, which holds the shares.
• The Preferential Rights Agreement is between the Issuer and the Sponsor, a Delaware limited liability company formed and controlled by the founders of Host DI, including Mr. Thomas, indicating a related party arrangement.

Stakeholder Impact

• Shareholders: The significant stake held by Reporting Persons could influence corporate strategy and governance. Future sales could impact stock price.
• Creditors: No direct impact mentioned.
• Employees: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Customers: No direct impact mentioned.

Next Steps

• Reporting Persons will continue to review their investment in Host Digital Inc.
• Reporting Persons may purchase or sell additional securities or derivatives.
• Reporting Persons may engage in communications with Issuer's management, board, and other shareholders.
• Issuer is obligated to file a shelf registration statement within 30 days of the Closing Date.

Key Dates

Recommendation

The filing indicates a significant ownership stake by key individuals post-merger, with clear investment intent and strategic agreements in place. While positive, the lack of detailed financial performance and the potential for future stock sales warrant a 'hold' recommendation pending further operational updates.

Keywords

Host Digital Inc., Schedule 13D, Merger, Beneficial Ownership, Investment, Registration Rights, Preferential Rights, Class A Common Stock