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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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CalEthos, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Sean Paul Fontenot 1202 Walnut Avenue, Long Beach, CA, 90813 714-855-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/16/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
FONTENOT SEAN PAUL | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
CalEthos, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
11753 Willard Avenue, Tustin,
CALIFORNIA
, 92782. |
| Item 2. | Identity and Background |
| (a) | This Second Amendment to the Schedule 13D filed on March 14, 2024, as amended on December 17, 2024 (the "First Amendment"), is being filed by Sean Paul Fontenot (the "Reporting Person"). |
| (b) | The Reporting Person's address is 1202 Walnut Avenue, Long Beach, CA 90813. |
| (c) | The Reporting Person is a member of the Board of Directors of the Issuer. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Not applicable, as this constitutes an exit filing (see Item 4 disclosure). | |
| Item 4. | Purpose of Transaction |
The Reporting Person is filing this Second Amendment to correct certain inadvertent omissions in the First Amendment regarding the Reporting Person's beneficial ownership of the Issuer's securities. Specifically, the Reporting Person disposed of his entire beneficial ownership of the securities of the Issuer pursuant to the Acquisition Agreement (as defined in Item 6). As such, this Second Amendment constitutes an exit filing for the Reporting Person.
Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider his positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but except as described herein, he has no present intention of doing so. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 0 Percentage: 0% |
| (b) | Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 0 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 0 |
| (c) | The Reporting Person has not acquired or disposed of any shares of Common Stock during the past sixty days. |
| (d) | Right to dividends or proceeds of sale: None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On September 7, 2024, the Reporting Person entered into an Acquisition Agreement (the "Acquisition Agreement") with SFO IDF LLC ("SFO") pursuant to which SFO acquired from the Reporting Person all of the securities of the Issuer beneficially owned by the Reporting Person. The Acquisition Agreement is attached as Exhibit 2 to this Second Amendment.
Other than the agreements previously described on Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 - Exchange Agreement, dated December, 15, 2024, filed with the First Amendment.
Exhibit 2 - Acquisition Agreement, dated September 7, 2024. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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