8-K/A
filed March 6, 2024, 6:59 PM ET
ticker KSEZ
CIK 0001945619
other material
confidence high
sentiment neutral
materiality 0.85
Kinetic Seas Inc. (KSEZ): M&A transaction — Kinetic Seas (fka Bellatora) completes change in control; exits shell status to pursue AI hosting and consulting
Kinetic Seas Inc.
- New directors Edward Honour, Jeffrey Lozinski, Joseph Lehman, Robert Jackson appointed; control group holds 84% of outstanding shares.
- Company transitions from shell to AI business: GPU cloud hosting, consulting, open-source libraries, and SaaS.
- Promissory note amended with Coral Investment Partners; $50k converted into 1M shares at $0.05, balance now $182k principal plus interest.
- Unregistered sales: 21.6M shares at $0.001 ($21,600 gross) and 5.5M shares at $0.05 ($275k gross) through Feb 29, 2024.
- Entered agreements with Lightyear AI (datacenter selection), Databank (colocation in Oakbrook, IL), and Zazo (10G fiber internet).
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Lozinski was appointed as Director at Kinetic Seas Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board of Directors approved a resolution to appoint Edward Honour, Jeffrey Lozinski, Joseph Lehman, and Robert Jackson to the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Jackson was appointed as Director at Kinetic Seas Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board of Directors approved a resolution to appoint Edward Honour, Jeffrey Lozinski, Joseph Lehman, and Robert Jackson to the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Lozinski was appointed as Chief Operating Officer at Kinetic Seas Inc..
- Action
- appointed
- Role
- Chief Operating Officer
Exact text from the filing
appointed Edward Honour as Chief Executive Officer (CEO), Jeffrey Lozinski as Chief Operating Officer, and Joseph Lehman as Chief Technical Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Erik Nelson resigned as Chief Financial Officer and President at Kinetic Seas Inc..
- Action
- resigned
- Role
- Chief Financial Officer and President
Exact text from the filing
Erik Nelson resigned chief financial officer and President of the Company. Mr. Nelson remains Corporate Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edward Honour was appointed as Director at Kinetic Seas Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board of Directors approved a resolution to appoint Edward Honour, Jeffrey Lozinski, Joseph Lehman, and Robert Jackson to the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Lehman was appointed as Director at Kinetic Seas Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board of Directors approved a resolution to appoint Edward Honour, Jeffrey Lozinski, Joseph Lehman, and Robert Jackson to the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edward Honour was appointed as Chief Executive Officer at Kinetic Seas Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
the Company’s Board of Directors appointed Edward Honour as Chief Executive Officer (CEO)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Lehman was appointed as Chief Technical Officer at Kinetic Seas Inc..
- Action
- appointed
- Role
- Chief Technical Officer
Exact text from the filing
appointed Edward Honour as Chief Executive Officer (CEO), Jeffrey Lozinski as Chief Operating Officer, and Joseph Lehman as Chief Technical Officer
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kinetic Seas Inc.: Company no longer qualifies as a shell company after entering AI hosting business and raising capital (effective 2023-12-14).
- Change
- shell status
- Effective
- 2023-12-14
Exact text from the filing
Item 5.06 Change in Shell Company Status On December 14, 2023, the Board of Directors of the Company approved a resolution to enter the business of artificial intelligence hosting, research & development, and consulting, and since has entered into a number of contracts and raised a material amount of capital from the private placement of its common stock to capitalize the business. As a result, the Company believes it 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
Kinetic Seas Inc. underwent a change of control involving Edward Honour, Jeffrey Lozinski, Joseph Lehman, Robert Jackson (closed 2023-12-14).
- Action
- change of control
- Counterparty
- Edward Honour, Jeffrey Lozinski, Joseph Lehman, Robert Jackson
- Closing
- 2023-12-14
Exact text from the filing
the New Directors and their affiliates acquired an aggregate of 22,600,000 Shares of common stock in the offering. As a result of the acquisition, the New Directors obtained control of 84% of issued and outstanding common shares of the Company at the time.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Kinetic Seas Inc. entered into Letter of Agency with Lightyear AI Inc valued at Letter of Agency for Lightyear to act as agent for communication service purposes (effective 2023-12-14).
- Action
- entry
- Counterparty
- Lightyear AI Inc
- Value
- Letter of Agency for Lightyear to act as agent for communication service purposes
- Effective
- 2023-12-14
Exact text from the filing
Effective December 14, 2023, Bellatora Inc (the "Company") entered into a Letter of Agency with Lightyear AI Inc ("Lightyear") for Lightyear to act as agent for the Company for the purposes of inspecting, coordinating, discussing, and arranging communication service on behalf of the Company.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Kinetic Seas Inc. entered into Connectivity Agreement with Zazo Inc valued at Two year agreement for 10G internet connectivity with 2 fiber optical connections (effective 2023-12-14).
- Action
- entry
- Counterparty
- Zazo Inc
- Value
- Two year agreement for 10G internet connectivity with 2 fiber optical connections
- Effective
- 2023-12-14
Exact text from the filing
Effective December 14, 2023, Bellatora Inc (the "Company") and Zazo Inc, ("Zazo") entered into a two year agreement for Zazo to provide 10G internet connectivity with 2 fiber optical connections to the Company's Databank-ORD4 location in Oakbrook Illinois.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Kinetic Seas Inc. amended Promissory Note Agreement with Coral Investment Partners, LP. valued at Amendment to Promissory Note Agreement, including interest-only payments, conversion rights, and ben (effective 2023-12-14).
- Action
- amendment
- Counterparty
- Coral Investment Partners, LP.
- Value
- Amendment to Promissory Note Agreement, including interest-only payments, conversion rights, and ben
- Effective
- 2023-12-14
Exact text from the filing
Effective December 14, 2023, Bellatora, Inc., n/k/a Kinetic Seas Incorporated (the “Company”) and Coral Investment Partners, LP. (“Coral”) agreed to amend their Promissory Note Agreement in the following manner:
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Kinetic Seas Inc. entered into Master Services Agreement and Service Order with Databank Holdings Inc valued at Master Services Agreement and Service Order for server collocation services at Databank-ORD4 (effective 2023-12-14).
- Action
- entry
- Counterparty
- Databank Holdings Inc
- Value
- Master Services Agreement and Service Order for server collocation services at Databank-ORD4
- Effective
- 2023-12-14
Exact text from the filing
Effective December 14, 2023, Bellatora Inc (the "Company") entered into a Master Services Agreement and Service Order with Databank Holdings Inc, ("Databank") provide the Company with server collocation services at their Databank-ORD4 location in Oakbrook Illinois.
View on SEC.gov
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