UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2025 ~~May~~(August 619, 2025)

TRADEWINDS UNIVERSAL

(Exact Name of Registrant as Specified in Charter)

Wyoming		333-276233		87-4254479
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

	501 Mercury Lane, Brea, CA 92821
	(Address of Principal Executive Offices, and Zip Code)
	(855) 434-44887
	Registrant’s Telephone Number, Including Area Code

	(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.001

TRWD

OTC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 48.01 ~~Changes~~– inOther ~~Registrant’s Certifying Accountant.~~Events

On August 19, 2025, Tradewinds Universal, Inc. (the “Company”) entered into a Letter of Intent (“LOI”) ~~Previous~~with ~~Independent~~Scar ~~Registered~~Holdings ~~Public~~LLC, ~~Accounting~~aka ~~Firm~~Peppermint Hippo™, a leading nightlife and hospitality operator, to establish a dedicated division focused on acquiring and developing clubs under the Peppermint Hippo™ brand.

OnThe ~~April~~first 24planned acquisition under this LOI is the Peppermint Hippo Toledo, ~~2025~~located in Toledo, ~~the~~Ohio. ~~Audit~~The ~~Committee~~LOI ofprovides ~~the~~for ~~Board~~a ofstaged ~~Directors of~~growth ~~Tradewinds~~strategy ~~Universal~~whereby (the “Company”), ~~approved~~in ~~the~~collaboration with ~~dismissal~~Peppermint ofHippo, ~~Astra~~may ~~Audit~~acquire &up ~~Advisory,~~to ~~LLC~~ten asPeppermint ~~the~~Hippo-branded ~~Company’s~~clubs, ~~independent registered~~with ~~public~~the ~~accounting~~potential ~~firm,~~for ~~effective~~several ~~immediately~~additional affiliated venues.

~~Astra~~The ~~Audit~~Company ~~& Advisory~~believes, ~~LLC’s~~based ~~reports~~ on ~~the~~industry ~~Company’s~~estimates, ~~consolidated~~that ~~financial statements for~~ the ~~fiscal~~U.S. ~~years~~bars ~~ended December 31, 2024~~ and ~~December~~nightclubs ~~31,~~market ~~2023~~is ~~contained~~approximately an$36–$39 ~~explanatory~~billion ~~paragraph regarding~~annually, with the ~~Company'~~gentlemen’s ~~ability~~club toniche ~~continue~~comprising an asestimated a$8 ~~going concern~~billion. ~~Other~~Management ~~than~~further ~~the~~believes ~~going~~this ~~concern~~sector ~~explanatory~~has ~~paragraph,~~historically ~~the~~demonstrated ~~reports~~resilience ~~did~~through ~~not contain~~economic ~~any~~cycles ~~adverse~~and presents ~~opinion~~an oropportunity ~~disclaimer of opinion, nor were they qualified or modified as~~ to ~~uncertainty,~~expand ~~audit~~with ~~scope,~~scale orand ~~accounting principles~~stability.

~~During~~In ~~the~~addition ~~Company’s~~to ~~two~~the ~~most~~initial ~~recent~~portfolio ~~fiscal~~of ~~years ended~~up ~~December~~to ~~31,~~ten ~~2024,~~(10) ~~there~~Peppermint ~~were~~Hippo noclubs, ~~disagreements~~the ~~(as~~Company’s ~~that~~ long-term strategy is ~~described~~to inpursue ~~Item~~additional ~~304(a)(1)(iv)~~acquisitions ofacross ~~Regulation~~the U.S-K. ~~and the related instructions)~~market ~~between~~with the ~~Company~~goal ~~and~~of ~~Astra~~building ~~Audit~~a &diversified ~~Advisory,~~nightlife ~~LLC~~and onhospitality ~~any~~conglomerate ~~matter~~ of ~~accounting~~as ~~principles~~many oras ~~practices,~~100 ~~financial~~clubs. ~~statement~~Management ~~disclosure, or~~believes ~~auditing~~this ~~scope~~staged acquisition orapproach ~~procedures,~~will ~~which~~allow ~~disagreements,~~the ifCompany ~~not resolved~~ to ~~the~~expand ~~satisfaction~~in ofan ~~Astra~~orderly ~~Audit~~and &compliant ~~Advisory,~~manner ~~LLC,~~while ~~would~~positioning ~~have caused~~Tradewinds ~~them~~Universal toas ~~make~~a ~~reference~~leading consolidator toin the ~~subject matter of the disagreement in connection with its reports~~industry.

~~The~~Completion ~~Company~~of ~~has~~any ~~provided~~acquisition ~~Astra~~will ~~Audit~~be ~~& Advisory, LLC with~~subject ato ~~copy~~due ofdiligence, ~~the~~regulatory ~~disclosures~~approvals, ~~it is making in this Current Report on Form 8-K~~ and ~~requested that Astra Audit & Advisory, LLC furnish a letter addressed to~~ the ~~Securities~~negotiation and ~~Exchange~~execution ~~Commission stating whether it agrees with the above statements. A copy~~ of ~~Astra~~definitive ~~Audit & Advisory, LLC's letter, dated May 6, 2025 is filed as Exhibit 16~~agreements.~~1 to this Current Report on Form 8-K.~~

~~(b)~~Forward-Looking ~~New Independent Registered Public Accounting Firm~~Statements

OnThis ~~April~~Current ~~24,~~Report ~~2025~~on Form 8-K contains forward-looking statements, including statements regarding the ~~Audit~~potential ~~Committee~~acquisition ~~appointed~~of ~~Fruci~~Peppermint &Hippo ~~Associates II~~Toledo and other venues, ~~PLLC~~the establishment asof a nightlife and hospitality division, and the Company’s ~~new~~broader ~~independent~~growth ~~registered~~strategy. ~~public~~These ~~accounting~~statements ~~firm~~involve ~~for~~risks and uncertainties that could cause actual results to differ materially, including but not limited to the ~~fiscal~~ability ~~year~~of ~~ending~~the ~~December~~parties 31to complete due diligence, ~~2025~~obtain regulatory approvals, and negotiate definitive agreements. The Company undertakes no obligation to update these forward-looking statements except as required by law.

During the Company’s two most recent fiscal years and the subsequent interim period prior to engaging Fruci & Associates II, PLLC, neither the Company nor anyone on its behalf consulted Fruci & Associates II, PLLC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or (ii) the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Fruci & Associates II, PLLC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue. SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits

Dated: August 21, 2025	Tradewinds Universal


	By:	/s/ Andrew Read
	Name:	Andrew Read
	Title:	President

Exhibit Number		Exhibit Description
16.1		Letter from Astra Audit & Advisory, LLC dated May 6, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 6, 2025	Tradewinds Universal
	By:	/s/ Andrew Read
	Name:	Andrew Read
	Title:	Chief Executive Officer

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