UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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 188, 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))

☐ 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 75.0107. ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders

(a) Kingfish Holding Corporation, a Delaware corporation (the “Company,”) “Kingfish,” ~~does~~“we,” ~~not~~or ~~have~~"our"), aheld ~~class~~its of2025 ~~securities~~Annual ~~registered~~Meeting ~~under Section 12~~ of ~~the~~Stockholders ~~Securities~~on ~~Exchange~~May ~~Act~~8, of2025 ~~1934~~ (“~~Exchange~~2025 ~~Act~~Annual Meeting”). ~~and~~At ~~is currently subject only to~~ the ~~reporting requirements of Section 15(d) of the Exchange Act. As a result~~meeting, the ~~Company~~matters isset ~~not~~forth ~~subject~~below towere ~~the~~submitted ~~proxy~~for ~~rules under Section 14(~~a) vote of ~~the~~security ~~Exchange Act~~holders.

~~However,~~(b) inAs ~~connection with the 2025 annual meeting~~ of ~~stockholders (~~the ~~“2025~~close ~~Annual Meeting”)~~ of ~~Kingfish~~business ~~Holding~~on ~~Corporation,~~April ~~as described in greater detail in Item~~ 8~~.01~~, ~~below~~2025, ~~the~~which ~~Company~~was ~~will~~the ~~distribute~~record todate ~~its~~for ~~stockholders~~the a2025 ~~Notice of~~ Annual Meeting, ~~and Information Statement (“Information Statement”) relating to the matters to be considered and voted on by the Company’s stockholders at such meeting~~837,962 ~~together~~shares ~~with a copy~~ of ~~the~~Kingfish ~~Company~~common sstock, ~~Form~~par ~~10-K~~value ~~for~~$0.0001 ~~the~~per ~~fiscal~~share ~~year ended September 30, 2024~~ (~~collectively, the~~ “~~Annual~~Common ~~Meeting Materials~~Stock”)., ~~The~~were ~~Annual~~outstanding ~~Meeting~~and ~~Materials~~entitled ~~are~~to ~~being~~vote. ~~distributed~~The ~~by the~~ Company todid ~~its~~not ~~Stockholders~~solicit asproxies offor the ~~record date set forth below on April 18,~~ 2025~~. A~~ ~~copy~~Annual ~~of the Information Statement is attached hereto as Exhibit 99~~Meeting.1.

~~The~~Set ~~information~~forth ~~included~~below inare ~~this~~the ~~Item~~proposals ~~7.01~~voted upon at the 2025 Annual Meeting, and inthe ~~Exhibit~~final ~~99.1~~vote ~~shall~~tabulation ~~not~~that becertified ~~deemed~~the ~~“filed”~~voting ~~for~~results ~~purposes~~as ofreceived ~~Section~~from 18the Inspector of Election. Based on the ~~Exchange~~results, ~~Act~~582,246 orshares ~~otherwise~~of ~~subject~~Common toStock ~~the~~were ~~liabilities~~voted ofin ~~that~~person ~~section~~at the 2025 Annual Meeting, ~~nor~~representing ~~shall~~69.5% itpercent of the shares entitled to be ~~deemed~~voted. ~~incorporated~~No byshares ~~reference~~were inrepresented ~~any~~by ~~filing~~proxy ~~under~~at the ~~Securities~~meeting. ~~Act~~Percentages ofare ~~1933~~based oron the ~~Exchange~~total ~~Act,~~votes ~~except~~cast. asUnder ~~expressly~~the ~~set~~corporate ~~forth~~law byof ~~specific~~Delaware, ~~reference~~where inwe ~~such~~are aincorporated, ~~filing~~abstentions are not counted as votes cast.

~~Item~~The ~~8.01.~~final ~~Other~~voting ~~Events.~~results for the proposals presented at the 2025 Annual Meeting were as follows:

OnProposal ~~April~~1 8,– ~~2025,~~Election ~~the Board~~ of Directors ~~of the Company determined to hold the Company’s 2025 Annual Meeting at 3324 – 63rd Avenue East, Bradenton, Florida 34203 on May 8, 2025, at 6:00 p.m. Tampa, Florida time.~~

At the 2025 Annual Meeting, stockholders of the Company will be asked to: (a) to elect seven (7) directors as members of the Board of Directors of the Company, (b) to ratify the selection of Astra Audit & Advisory LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 (“Auditor Ratification”); and (c) to transact such other business which is properly brought up at the 2025 Annual Meeting or any adjournment thereof

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

~~Only~~Based ~~stockholders~~on ~~of record at~~ the ~~close~~vote of ~~business~~the onCorporation’s ~~April~~stockholders ~~8, 2025 will be entitled to receive notice of, and to vote~~ at, the 2025 Annual Meeting, oreach ~~any~~director ~~adjournments~~nominee ~~thereof.~~received ~~The~~a ~~Company~~plurality ~~will~~of ~~not~~the bevotes ~~soliciting~~cast ~~any~~at ~~proxies in connection with~~ the ~~2025~~meeting ~~Annual~~and were ~~Meeting.~~elected ~~Stockholders~~as directors of the ~~Company~~Corporation ~~wishing~~for ~~to vote on~~ the ~~above~~ensuing ~~proposals~~year ~~will need to either personally attend~~ or ~~have~~until ~~properly~~their ~~designated~~successors aare ~~proxy~~duly ~~attend the Annual Meeting in person and vote at the meeting~~chosen.

~~Item~~Proposal ~~9.01.~~2 ~~Financial~~– ~~Statements~~Ratification ~~and~~of ~~Exhibits.~~Independent Auditors

(d) Exhibits

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	%

Exhibit No.		Description
99.1		Notice of Annual Meeting and Information Statement, dated as of April 18, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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
Date: April 18, 2025	By:	/s/ Ted Sparling
May 9, 2025	By:	/s/ Ted Sparling
		Ted SparlingPresident and Chief Executive Officer
		Ted Sparling
		President and Chief Executive Officer

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