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): ~~December~~April 3118, ~~2024~~2025

Kingfish Holding Corporation

(Exact name of registrant as specified in charter)

Delaware	000-52375	20-4838580
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile 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 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement.~~Disclosure

~~As disclosed in previous filings made by~~ Kingfish Holding Corporation ~~(the “Company”)~~, ~~on April 19, 2024 (the “Closing Date”), the Company and Renovo Resource Solutions, Inc.,~~ a ~~Florida~~Delaware corporation (~~“Renovo”), consummated a merger transaction pursuant to which Renovo was merged with and into~~ the ~~Company (the~~ “~~Merger~~Company”), ~~with~~does ~~the~~not ~~Company~~have ~~being~~a ~~the~~class ~~legal~~of ~~successor~~securities orregistered ~~surviving~~under ~~corporation~~Section in12 ~~the Merger (the “Closing”). As part~~ of the ~~Closing,~~Securities ~~the~~Exchange ~~Company~~Act ~~assumed indebtedness~~ of ~~Renovo~~1934 ~~owed to third parties~~ (~~the~~ “~~Renovo~~Exchange ~~Affiliated Debt~~Act”) asand ~~well~~is ascurrently asubject ~~security~~only ~~interest on Renovo’s assets related~~ to ~~indebtedness~~the ~~owed~~reporting byrequirements 6of ~~LLC,~~Section ~~a Florida limited liability company,~~ 15(~~“6 LLC”~~d) toof ~~third parties (~~the “6Exchange ~~LLC Affiliated Debt”)~~Act. InAs ~~addition~~a ~~to the Renovo Affiliated Debt and the 6 LLC Affiliated Debt~~result, the Company ~~had~~is ~~also~~not ~~received~~subject ~~debt~~to ~~financing~~the ~~from~~proxy ~~Mr.~~rules ~~James~~under K.Section ~~Toomey,~~ 14(a) ~~director~~ of the ~~Company,~~Exchange ~~prior to the Merger (the “Kingfish Affiliated Debt” and together with the Renovo Affiliated Debt and the 6 LLC Affiliated Debt, the “Affiliated Debt”)~~Act.

~~The~~However, ~~Renovo~~in ~~Affiliated~~connection ~~Debt~~with ~~and~~ the 62025 ~~LLC~~annual ~~Affiliated~~meeting ~~Debt~~of ~~consists~~stockholders of(the ~~loans~~“2025 ~~made~~Annual toMeeting”) ~~the~~of ~~Company,~~Kingfish ~~Renovo~~Holding Corporation, ~~and~~as 6described ~~LLC,~~in ~~respectively,~~greater bydetail ~~James~~in KItem 8.01 ~~Toomey~~below, ~~Lori~~the M.Company ~~Toomey,~~will ~~and~~distribute ~~Kristen~~to ~~Toomey,~~its stockholders a Notice of Annual Meeting and ~~their~~Information ~~affiliated~~Statement ~~entities,~~(“Information ~~including~~Statement”) ~~Conch~~relating to the matters to be considered and ~~Shell~~voted ~~Holdings,~~on ~~Inc.,~~by ~~AMI~~the ~~Holdings,~~Company’s ~~Inc.~~stockholders at such meeting, ~~and~~together ~~Passing~~with ~~Through~~a copy of the Company s Form 10-K for the fiscal year ended September 30, ~~LLC~~2024 (collectively, the “~~Toomey~~Annual ~~Debtholders~~Meeting Materials”). ~~Jim~~The ~~and~~Annual ~~Lori~~Meeting ~~Toomey~~Materials are ~~directors~~being ofdistributed by the Company ~~and~~to ~~Kristen~~its ~~Toomey~~Stockholders isas ~~their~~of ~~adult~~the ~~daughter~~record ~~and~~date aset ~~shareholder~~forth ofbelow ~~the~~on ~~Company’s~~April ~~common~~18, ~~stock~~2025. A ~~Each~~copy of ~~Jim,~~the ~~Lori,~~Information ~~and~~Statement ~~Kristen Toomey~~ is ~~also~~attached anhereto ~~owner~~as inExhibit ~~6 LLC~~99.1.

~~All~~The ofinformation ~~the~~included ~~Affiliate~~in ~~Debt~~this ~~was~~Item ~~set~~7.01 toand ~~mature~~in onExhibit ~~December 31, 2024~~99.1 ~~Accordingly,~~shall ~~each~~not ofbe ~~the~~deemed ~~Toomey~~“filed” ~~Debtholders~~for ~~agreed~~purposes ~~with~~of ~~the~~Section ~~Company~~18 ~~and~~of 6the ~~LLC,~~Exchange ~~respectively,~~Act onor ~~December~~otherwise ~~31,~~subject ~~2024~~ to ~~amend~~ the ~~maturity~~liabilities ~~dates~~ of ~~all~~that ofsection, ~~the~~nor ~~Affiliated~~shall ~~Debt~~it tobe ~~December~~deemed ~~31,~~incorporated ~~2025~~by ~~with~~reference noin ~~other~~any ~~changes~~filing ~~being~~under ~~made.~~the ~~For~~Securities ~~ease~~Act of ~~reference,~~1933 ~~set~~or ~~forth below is a list of~~ the ~~Affiliate~~Exchange ~~Debt~~Act, ~~for~~except ~~which~~as ~~the~~expressly ~~maturity~~set ~~date~~forth ~~has~~by ~~been~~specific ~~revised~~reference toin ~~December~~such ~~31,~~a ~~2025~~filing.

~~Kingfish~~Item ~~Affiliated~~8.01. ~~Debt~~Other Events.

	·	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.

On April 8, 2025, the Board of Directors of the Company determined to hold the Company’s 2025 Annual Meeting at 3324 – 63^rd Avenue East, Bradenton, Florida 34203 on May 8, 2025, at 6:00 p.m. Tampa, Florida time.

~~The~~At ~~foregoing~~the ~~description~~2025 Annual Meeting, stockholders of the ~~Kingfish~~Company ~~Affiliated~~will ~~Debt~~be ~~extensions~~asked ~~does~~to: ~~not~~(a) ~~purport~~ to beelect ~~complete~~seven ~~and~~(7) isdirectors ~~qualified~~as inmembers ~~its~~of ~~entirety~~the byBoard ~~reference~~of toDirectors of the ~~complete~~Company, ~~text~~(b) ofto ratify the ~~relevant~~selection ~~amendments,~~of ~~copies~~Astra ofAudit ~~which~~& ~~are~~Advisory ~~filed~~LLC as ~~Exhibits~~the ~~10.26~~Company’s ~~and~~independent ~~10.27,~~registered ~~respectively~~public accounting firm for the fiscal year ending September 30, 2025 (“Auditor Ratification”); and (c) to ~~this~~transact ~~Current~~such ~~Report~~other onbusiness ~~Form~~which ~~8-K~~is ~~and~~properly ~~incorporated~~brought ~~into~~up ~~this~~at ~~Form~~the ~~8-K~~2025 Annual byMeeting ~~reference.~~or any adjournment thereof

~~Renovo~~Only ~~Affiliated~~stockholders ~~Debt~~of record at the close of business on April 8, 2025 will be entitled to receive notice of, and to vote at, the 2025 Annual Meeting or any adjournments thereof. The Company will not be soliciting any proxies in connection with the 2025 Annual Meeting. Stockholders of the Company wishing to vote on the above proposals will need to either personally attend or have properly designated a proxy attend the Annual Meeting in person and vote at the meeting.

· 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). · 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). · 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.

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
10.26		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.
99.1		Notice of Annual Meeting and Information Statement, dated as of April 18, 2025.
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: January 7, 2025	By:	/s/ Ted Sparling
Date: April 18, 2025	By:	/s/ Ted Sparling
		Ted Sparling
		Ted SparlingPresident and Chief Executive Officer
		President and Chief Executive Officer

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