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: ~~November~~(Date of Earliest Event Reported): December 8, 2022

ALTITUDE INTERNATIONAL HOLDINGS, INC.

(Exact name of Registrant as specified in its Charter)

New York

000-55639

13-3778988

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4500 SE Pine Valley Street, Port St. Lucie, FL 34952

(Address of Principal Executive Offices)

772-323-0625

(Registrant’s Telephone Number, including area code)

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 (see general instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14-a-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))

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 52.0204 ~~Departure~~Trigger ofEvents ~~Directors~~That Accelerate or ~~Certain~~Increase ~~Officers;~~a ~~Election~~Direct ofFinancial ~~Directors;~~Obligation ~~Appointment~~or ofan ~~Certain~~Obligation ~~Officers;~~under ~~Compensatory~~an ~~Arrangements~~Off-Balance ~~of Certain~~Sheet ~~Officers~~Arrangement.

On December ~~November~~ 8, 2022, ~~Gabriel~~Altitude ~~Jaramillo~~International ~~submitted his~~Holdings, ~~resignation~~Inc. ~~from~~(the ~~his~~“Company”) ~~position~~received as a “Notice ~~member~~of Events of ~~the~~Default; ~~board~~Reservation of ~~directors~~Rights; and Notice of Default Interest Accrual” letter (the “~~Board~~Notice”) offrom ~~Altitude~~FVP ~~International~~Servicing, ~~Holdings~~LLC, (“FVP”) the administrative agent ~~Inc~~for certain lenders. The Notice relates to that certain Amended and Restated Loan Agreement (the “Loan Agreement”) executed on September 2, 2022, by and between the Company, Altitude Hospitality, LLC and Trident Water, LLC (collectively, the “Borrowers”), ~~effective~~the ~~immediately.~~lenders ~~Mr.~~party ~~Jaramillo~~thereto ~~did~~and ~~not~~FVP ~~resign~~under aswhich athe ~~result~~Borrowers borrowed Eighteen Million Two Hundred Fifty Thousand Dollars ($18,250,000) with an interest rate per annum of ~~any~~SOFR ~~disagreement~~(with a 2% floor) plus thirteen percent (13%) (with $15,000,000 due on September 2, 2025 and $3,250,000 (from the ~~Company~~ previous “Original Loan” executed on April ~~any~~29, ~~matter~~2022) ~~relating~~due toon the ~~Company’s~~earlier ~~operations~~of (i) November 30, ~~policies~~2022 or ~~practices.~~(ii) Mrthe date of an uplist offering) (the “Loan”). The ~~Jaramillo~~Company ~~will~~and ~~continue~~its towholly ~~serve~~owned insubsidiaries ~~his~~guaranteed ~~position as~~the ~~Executive~~Borrowers’ ~~Vice~~obligations ~~President~~under the Loan and ~~Director~~pledged oftheir ~~Tennis~~equity and ~~Training~~granted a security interest in all their assets.

OnThe Notice ~~November~~designates 8,two ~~2022~~events of default under the Loan Agreement, ~~Scott~~including ~~Del~~the ~~Mastro~~failure ~~submitted his~~to ~~resignation~~obtain ~~from~~deposit ~~his~~account ~~position~~control asagreements and afailure ~~member~~to ofpay the ~~Board,~~Original ~~effective~~Loan ~~immediately.~~amount ~~Mr.~~of ~~Del~~$3,250,000 ~~Mastro~~by ~~did~~November ~~not~~30, ~~resign~~2022. asAs aof ~~result~~December of14, ~~any~~2022, ~~disagreement with~~FVP ~~the~~has ~~Company~~granted onan extension ~~any~~of ~~matter~~90 ~~relating~~days to obtain the ~~Company’s~~deposit ~~operations,~~account ~~policies~~control ~~or practices~~agreements. ~~Mr.~~The ~~Jaramillo~~parties ~~will~~are ~~continue~~working ~~to serve~~ in ~~his~~good ~~position~~faith asto ~~the~~address ~~Chief Operating Officer~~ and ~~Executive~~resolve ~~Vice~~the events ~~President~~ of ~~the Company~~default.

~~Item~~The ~~9.01~~Notice ~~Financial~~declared ~~Statements~~that, ~~and~~effective ~~Exhibits~~as of November 30, 2022, the interest rate under the Loan Agreement will be charged at a default interest rate of twenty percent (20%) per year until all events of default are cured or waived in writing by FVP.

Exhibit No.		Description
17.1		Letter from Gabriel Jaramillo dated November 8, 2022
17.2		Letter from Scott Del Mastro dated November 8, 2022
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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.

Date: ~~November~~December 14, 2022

	ALTITUDE INTERNATIONAL, INC.

	By:	/s/ Gregory C. Breunich
	Name:	Gregory C. Breunich
	Title:	Chief Executive Officer

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