UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~October~~December 2131, 2024

Kingfish Holding Corporation

(Exact name of registrant as specified in charter)

Delaware	000-52375	20-4838580
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

822 62nd Street Circle East, Bradenton, Florida		34208
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (941) 487-3653

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:

☐ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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:

☐ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 1.01 Entry into a Material Definitive Agreement.

~~Following~~As ~~Hurricane~~disclosed ~~Milton,~~in previous filings made by Kingfish Holding Corporation (the “Company”), ~~has~~on anApril ~~opportunity~~19, 2024 (the “Closing Date”), the Company and Renovo Resource Solutions, Inc., a Florida corporation (“Renovo”), consummated a merger transaction pursuant to ~~purchase~~which ~~additional~~Renovo ~~inventory~~was ~~from~~merged with and into the ~~public~~Company at(the ~~advantageous~~“Merger”), ~~prices.~~with ~~The~~the Company ~~does~~being ~~not~~the ~~have~~legal ~~sufficient~~successor ~~cash~~or surviving corporation in ~~order~~the toMerger ~~fully~~(the ~~take~~“Closing”). ~~advantage~~As part of ~~this~~the ~~opportunity~~Closing, ~~which~~the isCompany ~~expected~~assumed indebtedness of Renovo owed to bethird ~~available~~parties ~~for~~(the ~~only~~“Renovo ~~for~~Affiliated Debt”) as well as a ~~relatively~~security ~~short~~interest ~~period~~on ofRenovo’s ~~time~~assets related to indebtedness owed by 6 LLC, ~~and~~a itFlorida ~~has~~limited ~~determined~~liability ~~that~~company, it(“6 ~~would~~LLC”) beto inthird parties (the ~~best~~“6 ~~interests~~LLC Affiliated Debt”). In addition to the Renovo Affiliated Debt and the 6 LLC Affiliated Debt, the Company had also received debt financing from Mr. James K. Toomey, a director of the Company, prior to ~~seek~~the ~~additional~~Merger ~~funding~~(the in“Kingfish ~~order~~Affiliated toDebt” ~~purchase~~and ~~inventory~~together ~~created~~with asthe aRenovo ~~result~~Affiliated ofDebt and the ~~storm~~6 LLC Affiliated Debt, the “Affiliated Debt”).

OnThe ~~October~~Renovo ~~21,~~Affiliated ~~2024,~~Debt and the ~~Company~~6 ~~entered~~LLC ~~into~~Affiliated aDebt ~~credit~~consists ~~agreement~~of ~~with~~loans ~~Conch~~made to the Company, Renovo, and ~~Shell~~6 ~~Holdings~~LLC, ~~Inc~~respectively, by James K. Toomey, aLori ~~Florida~~M. ~~corporation~~Toomey, ~~(“CAS”)~~and Kristen Toomey, ~~with~~and atheir ~~line~~affiliated ofentities, ~~credit~~including inConch ~~the~~and ~~aggregate~~Shell ~~amount~~Holdings, ofInc., ~~$200~~AMI Holdings,~~000~~ Inc., and Passing Through, LLC (the “~~CAS~~Toomey ~~Credit Agreement~~Debtholders”). Jim and aLori ~~credit~~Toomey ~~agreement~~are ~~with~~directors 6of ~~LLC,~~the aCompany ~~Florida~~and ~~limited~~Kristen ~~liability~~Toomey ~~company~~is ~~(“6~~their ~~LLC”),~~adult ~~with~~daughter and a ~~line~~shareholder of ~~credit~~the inCompany’s ~~the~~common ~~aggregate~~stock. ~~amount~~Each of ~~$100~~Jim,~~000~~ ~~(the~~Lori, ~~“6 LLC Credit Agreement”~~ and ~~together~~Kristen ~~with~~Toomey ~~the~~is ~~CAS~~also ~~Credit~~an ~~Agreement,~~owner ~~the~~in ~~“Credit~~6 ~~Agreements”)~~LLC.

~~Certain~~All ~~directors~~ of the ~~Company~~Affiliate ~~own~~Debt ~~shares~~was inset ~~CAS~~to ~~and~~mature ~~control~~on 6December ~~LLC.~~31, ~~James K~~2024. ~~Toomey~~Accordingly, ~~and~~each ~~Lori~~of M.the Toomey, ~~directors~~Debtholders ofagreed with the Company ~~(together~~and ~~the~~6 ~~“Toomey~~LLC, ~~Directors”)~~respectively, ~~own~~on ~~shares~~December in31, ~~CAS. The~~2024 ~~shareholders~~to ~~who~~amend ~~received~~the ~~shares~~maturity indates ~~connection~~of ~~with~~all of the ~~merger~~Affiliated ofDebt ~~Renovo~~to ~~Resource~~December ~~Solutions~~31, ~~Inc.~~2025 with ~~and~~no ~~into~~other ~~the~~changes ~~Company,~~being ~~which~~made. ~~includes,~~For ~~among~~ease ~~others~~of reference, ~~Randall~~set M.forth ~~Moritz,~~below ~~director,~~is ~~Keri~~a A.list ~~Moritz,~~of ~~director,~~the ~~and~~Affiliate Debt for which the ~~Toomey~~maturity ~~Directors,~~date ~~control~~has 6been ~~LLC~~revised to December 31, 2025.

~~Amounts~~Kingfish ~~drawn~~Affiliated ~~under~~Debt the Credit Agreements will be used to purchase additional inventory created by Hurricane Milton. On October 21, 2024, the Company drew $100,000 of the $200,000 available under the CAS Agreement and on October 22, 2024, the Company drew the remaining $100,000 available under the CAS Agreement. On October 23, 2024 the Company drew $100,000 (the full amount available) under the 6 LLC Credit Agreement.

The CAS Credit Agreement does not bear any interest expense, but rather provides for a flat fee payment of $500 to CAS, regardless of the amount drawn under such agreement. The CAS Credit Agreement matures on December 20, 2024 and must be repaid in full on that date. Amounts due under the CAS Credit Agreement may be accelerated and be due and payable at CAS’ option immediately upon any incurrence of additional indebtedness or the occurrence of any merger, consolidation, sale of assets, and other customary events of default as set forth in the CAS Credit Agreement. If any Event of Default (as defined in the CAS Credit Agreement) exists and is continuing, amounts borrowed pursuant to the CAS Credit Agreement will then bear interest at a rate of 10% per annum.

	·	Promissory Note, dated February 1, 2021 in favor of James K. Toomey in the principal amount of $130,000
	·	Promissory Note, dated March 7, 2022 in favor of James K. Toomey in the principal amount of $50,000.

The 6foregoing ~~LLC~~description ~~Credit Agreement also does not bear any interest expense, but rather provides for a flat fee payment~~ of ~~$250 to 6 LLC, regardless of~~ the ~~amount~~Kingfish ~~drawn~~Affiliated ~~under~~Debt ~~such~~extensions ~~agreement.~~does ~~The~~not 6purport ~~LLC~~to ~~Credit~~be ~~Agreement~~complete ~~matures on December 20, 2024,~~ and ~~must~~is bequalified ~~repaid~~ in ~~full~~its onentirety ~~that~~by ~~date. Amounts~~reference ~~due~~to ~~under~~ the 6complete ~~LLC~~text ~~Credit Agreement may be accelerated and be due and payable at 6 LLC’s option immediately upon any incurrence~~ of ~~additional indebtedness or~~ the ~~occurrence~~relevant ~~of any merger~~amendments, ~~consolidation,~~copies ~~sale~~ of ~~assets,~~which ~~and~~are ~~other~~filed ~~customary events of default~~ as ~~set~~Exhibits ~~forth in the 6 LLC Credit Agreement~~10. If26 ~~any Event of Default (as defined in the 6 LLC Credit Agreement) exists~~ and is10.27, ~~continuing~~respectively, ~~amounts borrowed pursuant~~ to ~~the~~this 6Current ~~LLC~~Report ~~Credit~~on ~~Agreement~~Form ~~will~~8-K ~~then~~and ~~bear~~incorporated ~~interest~~into atthis aForm ~~rate~~8-K ofby ~~10% per annum~~reference.

~~Under~~Renovo ~~the~~Affiliated terms of both the CAS Credit Agreement the 6 LLC Agreement, the Company must first draw down all funds available under the CAS Agreement before any amounts may be drawn under the 6 LLC Credit AgreementDebt

~~The~~· ~~foregoing~~Promissory ~~description~~Note dated July 1, 2016 in favor of ~~the~~Passing ~~Credit~~Through, ~~Agreements~~LLC ~~does~~in ~~not~~the ~~purport~~principal toamount beof ~~complete~~$600,000 ~~and~~with isRenovo ~~qualified~~as inBorrower ~~its~~(as ~~entirety~~amended). by· ~~reference~~Promissory toNote ~~the~~dated ~~complete~~November ~~text~~20, 2018 in favor of ~~the~~Conch ~~CAS~~and ~~Credit~~Shell ~~Agreement~~Holdings, ~~which~~Inc. isin ~~filed~~the asprincipal ~~Exhibit~~amount ~~10.1~~of to$250,000 ~~this~~with ~~Current~~Renovo ~~Report~~as onBorrower ~~Form~~(as ~~8-K~~amended). ~~and~~· ~~the~~Promissory 6Note ~~LLC~~dated ~~Credit~~November ~~Agreement~~20, ~~which~~2018 isin ~~filed~~favor asof ~~Exhibit~~James 10K.2 toToomey, ~~this~~Lori ~~Current~~Toomey, ~~Report~~and onKristen ~~Form~~Toomey ~~8-K~~in ~~and~~the ~~each~~principal amount of ~~which~~$365,000 ~~are~~with ~~incorporated~~Renovo ~~into~~as ~~this~~Borrower ~~Form~~(as ~~8-K by reference~~amended.

The foregoing description of the Renovo Affiliated Debt extensions does not purport to be complete and is qualified in its entirety by reference to the complete text of the relevant amendments, copies of which are filed as Exhibits 10.28 through 10.30, respectively, to this Current Report on Form 8-K and incorporated into this Form 8-K by reference.

6 LLC Affiliated Debt

	·	Promissory Note dated September 24, 2014 in favor of James K. Toomey in the principal amount of $100,000 with 6 LLC as Borrower (as amended).
	·	Promissory Note dated September 29, 2014 in favor of the Loriann Marie Toomey Rev. Trust u/a 12/08/03 in the principal amount of $300,000 with 6 LLC as Borrower (as amended).
	·	Promissory Note dated December 5, 2014 in favor of the Loriann Marie Toomey Rev. Trust u/a 12/08/03 in the principal amount of $500,000 with 6 LLC as Borrower (as amended).
	·	Promissory Note dated May 15, 2016 in favor of James K. Toomey and Lori Toomey in the principal amount of $50,000 with 6 LLC as Borrower (as amended).
	·	Promissory Note dated July 1, 2016 in favor of Passing Through, LLC in the principal amount of $200,000 with 6 LLC as Borrower (as amended).
	·	Promissory Note dated November 16, 2016 in favor of Passing Through, LLC in the principal amount of $100,000 with 6 LLC as Borrower (as amended).
	·	Bridge Loan dated February 20, 2017 in favor of Lori Toomey, AMI Holdings, Inc., and Conch and Shell Holdings, Inc. in the principal amount of $225,000 with 6 LLC as Borrower (as amended).
	·	Promissory Note dated March 26, 2018 in favor of Passing Through, LLC in the principal amount of $100,000 with 6 LLC as Borrower (as amended).
	·	Promissory Note dated March 26, 2018 in favor of Conch and Shell Holdings, Inc. in the principal amount of $100,000 with 6 LLC as Borrower (as amended).
	·	Promissory Note dated November 18, 2018 in favor of Conch and Shell Holdings, Inc. in the principal amount of $250,000 with 6 LLC as Borrower (as amended).

The foregoing description of the 6 LLC Affiliated Debt extensions does not purport to be complete and is qualified in its entirety by reference to the complete text of the relevant amendments, copies of which are filed as Exhibits 10.31 through 10.40, respectively, to this Current Report on Form 8-K and incorporated into this Form 8-K by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Credit Agreement, dated October 21, 2024 by and between Kingfish Holding Corporation and Conch and Shell Holdings, Inc.
10.26		Second Amendment to Promissory Note, dated December 31, 2024 by and between Kingfish Holding Corporation and James K. Toomey, amending that certain Promissory Note, dated February 1, 2021 in favor of James K. Toomey in the principal amount of $130,000.
10.2		Credit Agreement, dated October 21, 2024 by and between Kingfish Holding Corporation and 6 LLC.
10.27		Amendment to Promissory Note, dated December 31, 2024 by and between Kingfish Holding Corporation and James K. Toomey, amending that certain Promissory Note, dated March 7, 2022 in favor of James K. Toomey in the principal amount of $50,000.
10.28		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between Kingfish Holding Corporation and Passing Through, LLC, amending that certain Promissory Note dated July 1, 2016 in favor of Passing Through, LLC in the principal amount of $600,000 with Renovo as Borrower (as amended).
10.29		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between Kingfish Holding Corporation and Conch and Shell Holdings, Inc., amending that certain Promissory Note dated November 20, 2018 in favor of Conch and Shell Holdings, Inc. in the principal amount of $250,000 with Renovo as Borrower (as amended).
10.30		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between Kingfish Holding Corporation and James K. Toomey, Lori Toomey, and Kristen Toomey, amending that certain Promissory Note dated November 20, 2018 in favor of James K. Toomey, Lori Toomey, and Kristen Toomey in the principal amount of $365,000 with Renovo as Borrower (as amended).
10.31		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between 6 LLC and James K. Toomey, amending that certain Promissory Note dated September 24, 2014 in favor of James K. Toomey in the principal amount of $100,000 with 6 LLC as Borrower (as amended).
10.32		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between 6 LLC and Loriann Marie Toomey Rev. Trust u/a 12/08/03, amending that certain Promissory Note dated September 29, 2014 in favor of the Loriann Marie Toomey Rev. Trust u/a 12/08/03 in the principal amount of $300,000 with 6 LLC as Borrower (as amended).
10.33		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between 6 LLC and Loriann Marie Toomey Rev. Trust u/a 12/08/03, amending that certain Promissory Note dated December 5, 2014 in favor of the Loriann Marie Toomey Rev. Trust u/a 12/08/03 in the principal amount of $500,000 with 6 LLC as Borrower (as amended).
10.34		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between 6 LLC and James K. Toomey and Lori Toomey, amending that certain Promissory Note dated May 15, 2016 in favor of James K. Toomey and Lori Toomey in the principal amount of $50,000 with 6 LLC as Borrower (as amended).
10.35		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between 6 LLC and Passing Through, LLC, amending that certain Promissory Note dated July 1, 2016 in favor of Passing Through, LLC in the principal amount of $200,000 with 6 LLC as Borrower (as amended).
10.36		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between 6 LLC and Passing Through, LLC, amending that certain Promissory Note dated November 16, 2016 in favor of Passing Through, LLC in the principal amount of $100,000 with 6 LLC as Borrower (as amended).
10.37		Loan Modification Agreement to Bridge Loan, dated December 31, 2024 by and between 6 LLC and Lori Toomey, AMI Holdings, Inc., and Conch and Shell Holdings, Inc., amending that certain Bridge Loan dated February 20, 2017 in favor of Lori Toomey, AMI Holdings, Inc., and Conch and Shell Holdings, Inc. in the principal amount of $225,000 with 6 LLC as Borrower (as amended).
10.38		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between 6 LLC and Passing Through, LLC, amending that certain Promissory Note dated March 26, 2018 in favor of Passing Through, LLC in the principal amount of $100,000 with 6 LLC as Borrower (as amended).
10.39		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between 6 LLC and Conch and Shell Holdings, Inc., amending that certain Promissory Note dated March 26, 2018 in favor of Conch and Shell Holdings, Inc. in the principal amount of $100,000 with 6 LLC as Borrower (as amended).
10.40		Loan Modification Agreement to Promissory Note, dated December 31, 2024 by and between 6 LLC and Conch and Shell Holdings, Inc., amending that certain Promissory Note dated November 18, 2018 in favor of Conch and Shell Holdings, Inc. in the principal amount of $250,000 with 6 LLC as Borrower (as amended).
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURE

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.

	KINGFISH HOLDING CORPORATION
Date: October 24, 2024	By:	/s/ Ted Sparling
Date: January 7, 2025	By:	/s/ Ted Sparling
		Ted Sparling
		President and Chief Executive Officer

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