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~~May 3029, 2026

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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement

~~Kingfish~~On ~~Holding~~May ~~Corporation~~29, 2026, 6 LLC, a ~~Delaware~~Florida ~~corporation~~limited ~~(the~~liability company (“~~Company~~6 LLC”), ~~does~~entered ~~not~~into ~~have~~ a ~~class~~loan ofextension ~~securities registered under Section 12 of~~ (the ~~Securities~~“Loan ~~Exchange~~Extension”) ~~Act~~with ofHancock ~~1934,~~Whitney asBank ~~amended~~ (“~~Exchange~~Hancock ~~Act~~Whitney”), ~~and is currently subject only~~ to ~~the~~extend ~~reporting requirements of Section 15(d) of~~ the ~~Exchange~~existing ~~Act.~~loan Asbetween a6 ~~result,~~LLC ~~the~~and ~~Company~~Hancock isWhitney ~~not subject~~ to ~~the~~August ~~proxy~~18, ~~rules~~2026 ~~under Section 14~~(a)as ofamended, the ~~Exchange~~“Hancock ~~Act~~Whitney Loan”).

~~However,~~As inpreviously ~~connection~~disclosed, ~~with~~Kingfish ~~the~~Holding ~~2026~~Corporation, ~~annual~~a ~~meeting~~Delaware ofcorporation ~~stockholders~~ (the “~~2026 Annual Meeting~~Company,”) of “Kingfish,” ~~Holding~~“we,” ~~Corporation~~or “our”), ashas ~~described~~guaranteed inthe ~~greater~~repayment ~~detail~~of inthe ~~Item~~Hancock ~~8.01~~Whitney ~~below~~Loan and, ~~the~~in ~~Company~~accordance ~~will~~with ~~distribute~~that toguarantee, ~~its~~all ~~stockholders~~of athe ~~Notice~~assets of ~~Annual~~the ~~Meeting~~Company, and ~~Information~~all ~~Statement~~of ~~(“Information Statement”) relating to~~ the ~~matters~~assets toof be6 LLC, ~~considered~~including ~~and~~the ~~voted~~property on bywhich the Company’s ~~stockholders~~conducts ~~at such meeting~~business, ~~together~~which ~~with a copy of~~ the Company’s ~~Form~~leases ~~10-K~~from ~~for~~6 ~~the~~LLC, ~~fiscal~~are ~~year~~used ~~ended~~to ~~September~~secure ~~30, 2025 (collectively,~~ the ~~“Annual~~Hancock ~~Meeting~~Whitney ~~Materials”)~~Loan. The ~~Annual~~principal ~~Meeting~~owed ~~Materials~~under ~~are being distributed by~~ the ~~Company~~Hancock toWhitney ~~its~~Loan ~~stockholders~~ as of ~~the~~May ~~record~~18, ~~date~~2026 ~~set~~was ~~forth below on April 30~~$1, ~~2026~~519,179. AInterest ~~copy~~accrues ofon the ~~Information~~Hancock ~~Statement~~Whitney isLoan ~~attached~~at ~~hereto~~an asannual ~~Exhibit~~rate 99of 6.1735%.

The ~~information~~Hancock ~~included~~Whitney inLoan ~~this~~is ~~Item~~expected ~~7.01~~to ~~and~~remain insubject ~~Exhibit~~to ~~99.1~~requests ~~shall~~for ~~not~~extensions bein ~~deemed~~90-day ~~“filed”~~increments. ~~for~~There ~~purposes~~is ofno ~~Section~~agreement 18between of6 ~~the~~LLC ~~Exchange~~and ~~Act~~Hancock Whitney or ~~otherwise~~any ~~subject~~guarantee tothat the ~~liabilities~~Hancock ofWhitney ~~that~~Loan ~~section,~~will ~~nor shall it~~ be ~~deemed~~extended ~~incorporated~~beyond ~~by reference in any filing under~~ the ~~Securities~~current ~~Act~~maturity ofdate ~~1933~~ or ~~the~~for ~~Exchange~~longer ~~Act,~~than ~~except~~90-day ~~as expressly set forth by specific reference in such a filing~~increments.

~~Item~~Previously, 8the Hancock Whitney Loan had been extended on a year-to-year basis and the parties historically had extended the Hancock Whitney Loan by entering into new loan agreements each year.01 However, the Hancock Whitney Loan is now extended only in 90-day increments, and there is no agreement to extend the Hancock Whitney Loan each year. ~~Other~~As ~~Events~~a result, there is a risk that the Hancock Whitney Loan may not be extended beyond the current maturity date and, if it is extended, then the terms of the extension may be more disadvantageous as those currently in place (i.e., higher interest rates to reflect current market conditions). In the event that the Hancock Whitney Loan is not extended or is otherwise terminated prematurely, and 6 LLC is unable to pay the outstanding balance of the Hancock Whitney Loan, the Company may be required to fulfil its obligations as a guarantor of the Hancock Whitney Loan and repay the remaining outstanding balance of the Hancock Whitney Loan, which may require the Company to sell its assets, seek equity investments, or replacement debt in order to raise sufficient capital. There is no assurance that the Company will be able to secure the necessary financing or funds to repay the Hancock Whitney Loan or obtain such funds on favorable terms. If the Company is required to fulfil its obligations as a guarantor and is unable to secure the funds necessary to repay the Hancock Whitney Loan, it may be difficult for us to continue our operations and if we do secure such funds, the terms thereof may be disadvantageous and have a significant negative impact on the Company’s financial position.

On April 9, 2026, the Board of Directors of the Company determined to hold the Company’s 2026 Annual Meeting at 3324 – 63rd Avenue East, Bradenton, Florida 34203 on June 1, 2026, at 6:00 p.m. Tampa, Florida time.2

At the 2026 Annual Meeting, stockholders of the Company will be asked to: (a) elect eight (8) directors as members of the Board of Directors of the Company, (b) ratify the selection of Astra Audit & Advisory LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026 (“Auditor Ratification”); and (c) transact such other business which is properly brought up at the 2025 Annual Meeting or any adjournment thereof.SIGNATURE

~~Only~~Pursuant ~~stockholders~~to ~~of record at~~ the ~~close~~requirements of ~~business~~the onSecurities ~~April~~Exchange ~~30,~~Act ~~2026 will be entitled to receive notice~~ of, ~~and to vote at~~1934, the ~~2026~~registrant ~~Annual~~has ~~Meeting~~duly orcaused ~~any~~this ~~adjournments~~report ~~thereof.~~to ~~The Company will not~~ be ~~soliciting~~signed ~~any proxies in connection with the 2026 Annual Meeting. Stockholders of the Company wishing to vote~~ on ~~the~~its ~~above~~behalf ~~proposals~~by ~~will need to either personally attend or have properly designated a proxy to attend~~ the ~~2026~~undersigned ~~Annual~~hereunto ~~Meeting~~duly ~~in person and vote at the meeting~~authorized.

Item 9.01. Financial Statements and Exhibits.

	KINGFISH HOLDING CORPORATION

June 3, 2026	By:	/s/ Ted Sparling
		Ted Sparling
		President and Chief Executive Officer

~~(d) Exhibits~~3

Exhibit No.		Description
99.1		Notice of Annual Meeting and Information Statement, dated as of April 30, 2026.
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 30, 2026	By:	/s/ Ted Sparling
		Ted Sparling
		President and Chief Executive Officer

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