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): May 8, 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 5.07. Submission of Matters to a Vote of Security Holders

(a) Kingfish Holding Corporation, a Delaware corporation (the “Company,” “Kingfish,” “we,” or "our"), held its 2025 Annual Meeting of Stockholders on May 8, 2025 (“2025 Annual Meeting”). At the meeting, the matters set forth below were submitted for a vote of security holders.

(b) As of the close of business on April 8, 2025, which was the record date for the 2025 Annual Meeting, 837,962 shares of Kingfish common stock, par value $0.0001 per share (“Common Stock”), were outstanding and entitled to vote. The Company did not solicit proxies for the 2025 Annual Meeting.

Set forth below are the proposals voted upon at the 2025 Annual Meeting, and the final vote tabulation that certified the voting results as received from the Inspector of Election. Based on the results, 582,246 shares of Common Stock were voted in person at the 2025 Annual Meeting, representing 69.5% percent of the shares entitled to be voted. No shares were represented by proxy at the meeting. Percentages are based on the total votes cast. Under the corporate law of Delaware, where we are incorporated, abstentions are not counted as votes cast.

The final voting results for the proposals presented at the 2025 Annual Meeting were as follows:

Proposal 1 – Election of Directors

Nominees	Votes For	% For	Votes Against	% Against	Abstentions
James LaManna	582,246	100	0	0	0
James R. Lindsay	582,246	100	0	0	0
Keri A. Moritz	582,246	100	0	0	0
Randall A. Moritz	582,246	100	0	0	0
Ted Sparling	582,246	100	0	0	0
Lori M. Toomey	582,246	100	0	0	0
James K. Toomey	582,246	100	0	0	0

Based on the vote of the Corporation’s stockholders at the 2025 Annual Meeting, each director nominee received a plurality of the votes cast at the meeting and were elected as directors of the Corporation for the ensuing year or until their successors are duly chosen.

Proposal 2 – Ratification of Independent Auditors

Votes Cast For Approval:	582,246	100	%	of the votes cast, representing 69.5% of outstanding shares.
Votes Cast Against Approval:	0	0	%
Abstentions:	0	0	%

Based on the vote of the Corporation’s stockholders at the 2025 Annual Meeting, the appointment and selection Astra Audit & Advisory LLC as the Corporation’s independent registered public accounting firm for the fiscal year ending September 30, 2025 was approved, adopted, and ratified.

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

May 9, 2025	By:	/s/ Ted Sparling
		Ted Sparling
		President and Chief Executive Officer

Kingfish Holding Corp 8-K