8-K
filed April 24, 2024, 7:59 PM ET
CIK 0001374881
M&A
confidence high
sentiment neutral
materiality 0.85
Kingfish Holding Corp: M&A transaction — Kingfish completes reverse merger with Renovo Resources; shell status terminated
Kingfish Holding Corp
- Renovo merged into Kingfish on April 19, 2024; Kingfish is the surviving legal entity.
- Reverse stock split 1-for-500 effective April 18, 2024; authorized shares reduced to 20M common, 2M preferred.
- Kingfish issued 600,000 shares to Renovo owners; Renovo owners now hold ~71.6% of outstanding common stock.
- Company entered purchase option to acquire 6 LLC (real estate entity) within 5 years at fair value plus 15% premium.
- Post-merger business: scrap metal recycling (ferrous and nonferrous) from single yard in Manatee County, Florida.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Keri A. Moritz was appointed as Director at Kingfish Holding Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
effective with the Closing of the Merger, the Company appointed the following persons to the Company’s Board of Directors: Randall A. Moritz, Keri A. Moritz, and Lori M. Toomey
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Randall A. Moritz was appointed as Director at Kingfish Holding Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
effective with the Closing of the Merger, the Company appointed the following persons to the Company’s Board of Directors: Randall A. Moritz, Keri A. Moritz, and Lori M. Toomey
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lori M. Toomey was appointed as Director at Kingfish Holding Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
effective with the Closing of the Merger, the Company appointed the following persons to the Company’s Board of Directors: Randall A. Moritz, Keri A. Moritz, and Lori M. Toomey
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kingfish Holding Corp: Filed Certificate Amendment to implement reverse stock split and add officer exculpation provisions under DGCL (effective 2024-04-18).
- Change
- charter amendment
- Effective
- 2024-04-18
Exact text from the filing
On April 18, 2024, Kingfish filed the Certificate Amendment, which implemented the Reverse Stock Split and provided certain exculpation provisions in accordance with recent changes to the DGCL for the Company’s officers.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kingfish Holding Corp: Company ceased to be a shell company after Merger closing.
- Change
- shell status
Exact text from the filing
Prior to the Closing, the Company was deemed a “shell company,” as defined in Rule 450 of the Securities Act and Rule 12b-2 of the Exchange Act, because of the lack of operations prior to the completion of the Merger. Immediately following the Merger, the business of Renovo became the business of the Company and therefore the Company no longer qualifies as a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Kingfish Holding Corp completed an acquisition involving Renovo Resource Solutions, Inc. (closed 2024-04-19).
- Action
- acquisition
- Counterparty
- Renovo Resource Solutions, Inc.
- Closing
- 2024-04-19
Exact text from the filing
Subsequently, on April 19, 2024, (the “Closing Date”), Kingfish and Renovo consummated the Merger and the transactions contemplated thereby, including the issuance of the Merger Shares (the “Closing”).
View on SEC.gov
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