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): April 18, 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.)

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

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 7.01. Regulation FD Disclosure

Kingfish Holding Corporation, a Delaware corporation (the “Company”), does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934 (“Exchange Act”) and is currently subject only to the reporting requirements of Section 15(d) of the Exchange Act. As a result, the Company is not subject to the proxy rules under Section 14(a) of the Exchange Act.

However, in connection with the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) of Kingfish Holding Corporation, as described in greater detail in Item 8.01 below, the Company will distribute to its stockholders a Notice of Annual Meeting and Information Statement (“Information Statement”) relating to the matters to be considered and voted on by the Company’s stockholders at such meeting, together with a copy of the Company s Form 10-K for the fiscal year ended September 30, 2024 (collectively, the “Annual Meeting Materials”). The Annual Meeting Materials are being distributed by the Company to its Stockholders as of the record date set forth below on April 18, 2025. A copy of the Information Statement is attached hereto as Exhibit 99.1.

The information included in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

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.

At the 2025 Annual Meeting, stockholders of the Company will be asked to: (a) to elect seven (7) directors as members of the Board of Directors of the Company, (b) to ratify the selection of Astra Audit & Advisory LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 (“Auditor Ratification”); and (c) to transact such other business which is properly brought up at the 2025 Annual Meeting or any adjournment thereof

Only stockholders 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Notice of Annual Meeting and Information Statement, dated as of April 18, 2025.

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: April 18, 2025	By:	/s/ Ted Sparling
		Ted Sparling President and Chief Executive Officer

Kingfish Holding Corp 8-K