Onar Holding Corp

Summary Matters and Definitions

In this Annual Report on Form 10-K (this “Report”), we may rely on and refer to information regarding the industries in which we operate in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, none of this information has been commissioned by us, and we have not independently verified any of it.

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “ONAR”, “ONAR Holding” and “ONAR Holding Corporation” refer specifically to ONAR Holding Corporation and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this Report only:

Organizational History

ONAR Holding Corporation (the “Company”) was formed as a Nevada corporation under the name Reliant Holdings, Inc. on May 19, 2014. On May 23, 2014, Reliant Holdings, Inc., along with Reliant Pools, Inc., formerly Reliant Pools, G.P., which was formed in September 2013 (“Reliant Pools”) and the shareholders of Reliant Pools, entered into an Agreement for the Exchange of common stock whereby Reliant Pools, Inc. became a wholly-owned subsidiary of Reliant Holdings, Inc. Reliant Holdings, Inc. designs, and installs swimming pools.

On July 25, 2024, the Company acquired HLDCO, LLC (“HLDCO”) and its subsidiary Integrum Group LLC (“Integrum”) through a reverse merger where the shareholders of HLDCO entered into an Agreement to Contribute the membership interests of HLDCO to the Company in return for common stock of the Company, whereby HLDCO became a wholly-owned subsidiary of Reliant Holdings Inc. Integrum was formed in July 2021 as a Delaware entity and is currently headquartered in Los Angeles, California. Integrum specializes in marketing solutions through a technology-enabled independent marketing agency brand network. Its services span various industries, including performance digital marketing, healthcare industry marketing, and experiential marketing.

On August 23, 2024, the Company filed with the Secretary of State for Nevada a Certificate of Amendment to the Articles of Incorporation, changing its name to ONAR Holding Corporation.

On September 12, 2024, Integrum filed a certificate of amendment to its certificate of formation with the Delaware Secretary of State, pursuant to which it changed its corporate name from Integrum Group, LLC to ONAR, LLC.

On September 17, 2024, the Company filed a Certificate of Cancelation of Limited Liability Company for HLDCO with the Secretary of State of Delaware to dissolve HLDCO, leaving ONAR, LLC as the Company's wholly owned subsidiary.

Organizational Structure

The following chart reflects our current organization structure, including our wholly owned subsidiaries.

Description of Business Operations:

ONAR is a leading marketing technology company and agency network, built to drive innovation and strategic growth for growth-stage and middle-market companies. It delivers scalable solutions and strategic partnerships for ambitious companies, connecting market expertise with cutting-edge technologies to optimize marketing efficiency and drive sustainable growth. Led by a team of seasoned executives, our portfolio companies, spanning multiple industries, are unified under a single purpose: to deliver exceptional value and achieve superior business outcomes for our clients and stakeholders.

Since its inception, ONAR’s standing continues to strengthen as partners and clients recognize our portfolio companies’ performance—leading to accelerated growth trajectories—and as we work to strategically expand our capabilities and market reach. Throughout our development, we have maintained a collaborative ethos that is fundamental to its structure. We believe our ability to leverage a technology-first approach, proprietary artificial intelligence (“AI”), data, middle market focus, and synergies across our diverse holdings gives us a competitive advantage relative to traditional agency holding company models. While ONAR prioritizes growth, we believe we will soon establish the necessary scale, scope, and agility to navigate global market dynamics effectively. Our track record and focus on strategic acquisitions will soon show evidence that our diversified, technology-focused, and integrated approach resonates with our partners and stakeholders.

ONAR offers a broad spectrum of capabilities across key sectors: Technology & Innovation, Performance Digital Marketing, Healthcare Marketing, and Experiential Marketing. Our global team allows us to pursue significant market opportunities, including acquiring new businesses in developing and key established markets. ONAR operates in highly competitive and evolving industries, but we believe we possess a distinct advantage through our strategic diversification, global workforce, operational agility, and technology-first approach. Our commitment to technological advancement, artificial intelligence (AI), and data-driven decision-making also enables us to optimize performance and identify emerging opportunities. ONAR provides a suite of services and solutions designed to meet the evolving needs of our partners and stakeholders, as well as actively pursuing technology-driven innovations.

Through strategic investments and internal development, ONAR is investing in the future of industry, with a focus on leveraging artificial intelligence (AI) for operational optimization, data analytics for strategic insights, and advanced technologies for sustainable development. This is a core component of our long-term strategic vision.

ONAR has grown and will continue to grow through a combination of strategic acquisitions and organic expansion. Beginning with a focused portfolio in its initial phase, ONAR strategically acquired and developed companies in high-growth sectors. Between its founding and 2024, we acquired and integrated companies specializing in performance digital marketing, healthcare marketing, and experiential marketing. Recognizing the potential of these businesses, ONAR’s strategic management and operational expertise have driven significant value creation across the portfolio.

ONAR’s unified corporate team serves as the cornerstone of a robust value creation platform focused on scaling our portfolio companies and driving continuous operational improvement. We plan to continue investing in our core business units, developing innovative solutions through strategic partnerships, enhancing our technological capabilities through research and development, and further expanding our global footprint both organically and through strategic alliances to deliver enduring value for our clients, partners, and shareholders.

Our Market

Industry Trends

The convergence of technological advancement and evolving market dynamics has fundamentally reshaped the global business landscape, creating a complex and interconnected ecosystem. Historically, industrial and commercial sectors were characterized by standardized production and mass-market distribution. Over the past decades, technological innovation has driven a shift toward personalized solutions, real-time data analysis, and integrated supply chains. In today's environment, every enterprise is, at its core, a technology-driven organization.

We believe five key trends describe the industry today:

First, digital transformation now pervades every sector, with data-driven decision-making and automation becoming essential for operational efficiency. The integration of the Internet of Things (IoT), cloud computing, and advanced analytics has expanded the scope of digital applications across all industries. Digital solutions now encompass a wide array of applications, including supply chain management, customer relationship management, and real-time performance monitoring.

Second, data analytics and artificial intelligence (AI) are driving strategic insights. The proliferation of data across various touchpoints has created a need for advanced analytical tools. Real-time data processing and AI-driven insights enable businesses to anticipate market trends, optimize resource allocation, and enhance decision-making. The ability to extract actionable intelligence from vast datasets is becoming a key differentiator.

Third, sustainable and responsible practices are gaining prominence. Environmental, social, and governance (ESG) factors are increasingly influencing business strategies. Companies are implementing more ethical practices. Stakeholders are demanding transparency and accountability, driving the adoption of sustainable business models.

Fourth, the proliferation of connectivity and technology has expanded the sheer volume and success of middle-market and growth-stage companies. With capital providers investing in these companies starting earlier and earlier, the need for the right partners to support that growth is ever-expanding, with the total addressable market becoming significantly larger.

Finally, technological innovation is transforming operational efficiency. SaaS and data-driven platforms are enhancing productivity, automating processes, and improving resource utilization. Technologies such as AI, robotics, and advanced materials are driving innovation across various sectors, enabling businesses to achieve higher levels of efficiency and competitiveness.

Competitive Landscape

ONAR generally operates in a highly competitive and diverse industry landscape. Still, due to its unique focus on the expanding middle market, it is not fighting for market share with the traditional large multinational conglomerates in the space. ONAR ’s portfolio companies compete for market share with highly specialized independent agencies and for talent with large multinational conglomerates, specialized industrial firms, technology startups, and other service providers. Our portfolio companies also face competition from consultancies, technology integrators, and other entities that offer related services. ONAR’s portfolio companies must compete with these other companies to maintain and grow existing client relationships and to obtain new clients and assignments.

During the decades when traditional industrial models dominated, the industry experienced significant consolidation as large holding companies built substantial portfolios of often overlapping industrial, manufacturing, and technology businesses to achieve financial efficiencies by centralizing administrative operations. These holding companies grew significantly in size and market share.

The rapid rise of digital transformation, the convergence of technology and industry, and the explosion in data analytics and automation have created a paradigm shift in the industry. While legacy models still accounted for a significant share of the market in 2024, we see the traditional holding company model as evolving in this rapidly changing industry landscape. In recent years, a number of large consulting firms with information technology implementation backgrounds have entered the industrial and technology services market and, collectively, achieved significant market share. However, we believe these firms’ lack of deep industrial expertise and comprehensive operational capabilities limits their long-term growth potential as true challengers to integrated holding companies. We also believe most of these companies are chasing only the largest of enterprises and missing the opportunity of focusing on the exponentially faster growing middle market With a combination of strategic investments and technological innovation, we believe that ONAR is well positioned to take advantage of the continued transformation sweeping the industrial and technology ecosystem and to disrupt the traditional holding company landscape, as well as underserved middle market. ONAR was built on a foundation of strategic diversification and technological integration and has a global team that delivers the right combination of industry expertise and technological innovation for the modern, data-driven enterprise through a model that emphasizes agility and integration. In addition, as AI drives transformation across industrial sectors, we believe our focus on digital transformation and AI-enabled product development sets us apart.

Our Offerings

Through its diversified portfolio of subsidiaries and strategic technology investments, ONAR offers a comprehensive suite of technology-driven services. Specifically, through ONAR Labs, it is beginning to commercialize technology developed internally at its subsidiaries to offer products focused on data analytics and artificial intelligence aimed at optimizing operational efficiencies and enhancing strategic decision-making for its clientele.

In addition to its direct service offerings, ONAR engages in strategic investments and partnerships, facilitating the development and commercialization of innovative technologies and solutions. The Company leverages its extensive network to identify and support high-growth potential ventures, fostering synergistic relationships that enhance its overall market position. Through these diverse activities, ONAR aims to deliver comprehensive solutions that address its clients' complex and evolving needs while maintaining a commitment to sustainable and responsible business practices.

Network Structure & Service Offerings

ONAR maintains a 100% ownership position in all of its subsidiary companies.

The Company organizes its subsidiaries into three service offerings: "Performance Digital Marketing & Technology," "Healthcare Marketing," and "Experiential Marketing."

These three service offerings are:

Our Strategy

ONAR's strategic objectives are predicated upon the acquisition and operational optimization of leading technology-enabled marketing agencies that cater to middle-market clientele. The Corporation's operational methodology involves the aggregation and analysis of acquired agency data, the deployment of proprietary artificial intelligence and technological solutions, and the application of seasoned management expertise to enhance the efficacy of marketing campaigns, thereby driving revenue growth for its clients. Simply said, it builds solutions that help its clients sell their products and/or services faster and better than their competition. Concurrently, ONAR prioritizes the development and commercialization of its proprietary marketing technology solutions.

The Company’s strategic trajectory is further propelled by its experienced leadership, a disciplined and accretive acquisition strategy, and its provision of advanced AI and technology-driven services. The transition to a publicly traded entity is intended to facilitate accelerated and efficient growth through enhanced access to capital markets.

ONAR leverages its proprietary artificial intelligence, digital transformation capabilities, and comprehensive digital marketing service offerings to capitalize on emerging market opportunities and secure market share from growing businesses.

The Company’s business model is characterized by a platform-light, technology-centric, and modular approach designed to enable independent agencies to scale business performance for middle-market and growth-stage companies.

Furthermore, the Company intends to utilize its publicly traded equity to support its acquisition-driven growth strategy, enabling the acquisition and development of companies at favorable multiples, thereby generating enhanced returns for both the Company and its acquired entities.

Extended Business

Reliant Holdings, Inc., together with its subsidiary, Reliant Pools, Inc., constitutes a non-core business segment within ONAR's portfolio. Reliant Pools, Inc., an entity recognized for its bespoke swimming pool construction services, operates within the greater Austin, Texas metropolitan area, specializing in the design and implementation of recreational aquatic installations. These installations are characterized by their integration with the surrounding environment and the architectural aesthetics of residential properties, including the incorporation of complementary water features. Notwithstanding ONAR's continued ownership of these entities, it is hereby stipulated that their operational activities are not considered integral to the Company’s principal business strategy.

Where You Can Find Other Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us athttp://www.sec.gov (our filings can be found athttps://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001682265). Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is https://www.reliantholdingsinc.com. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.