Major holder of CalEthos (OTC: GEDC) updates Schedule 13D to 51.6% stake

Rhea-AI Filing Summary

CalEthos, Inc. major shareholder Chauncey Lennis Thompson filed a second amendment to his Schedule 13D to correct earlier omissions and fully update his ownership. He now reports beneficial ownership of 17,783,263 shares of Common Stock, representing 51.6% of the class, giving him majority control on a beneficial basis.

The position includes shares held and securities owned through SFO IDF LLC, where he is manager, as well as warrants and vested stock options. The filing also describes prior promissory notes and related warrants issued by CalEthos to SFO IDF, maturity extensions of those notes to June 30, 2026, and an Acquisition Agreement through which SFO IDF acquired a large block of shares, warrants, and options from a former holder.

Insights

Equity ownership & governance analyst

Filing confirms a corrected but continuing majority stake in CalEthos.

The amendment shows Chauncey Lennis Thompson, through SFO IDF LLC, beneficially owning 17,783,263 CalEthos shares, or 51.6% of the common stock based on 25,730,540 shares outstanding as of November 14, 2025. This reflects effective majority control at the beneficial level.

The filing states that earlier disclosures omitted additional directly held shares plus warrants and options obtained via an Acquisition Agreement. The correction clarifies, rather than changes, his economic and voting position. It also outlines several promissory notes and maturity extensions to June 30, 2026, indicating an ongoing creditor relationship alongside equity ownership.

The text notes no current plans for actions like mergers, recapitalizations, or sales of assets, though it leaves room for future reassessment. Subsequent company filings will be the place to see if this majority holder later pursues strategic or capital structure changes.

Key Figures

Beneficial ownership: 17,783,263 shares Ownership percentage: 51.6% Shares outstanding: 25,730,540 shares +5 more

8 metrics

Beneficial ownership 17,783,263 shares Aggregate number of CalEthos common shares beneficially owned by reporting person

Ownership percentage 51.6% Percent of CalEthos common stock class represented by 17,783,263 shares

Shares outstanding 25,730,540 shares CalEthos common shares issued and outstanding as of November 14, 2025

Warrant shares included 7,958,877 shares Common shares issuable upon exercise of warrants counted in beneficial ownership

Option shares included 750,000 shares Common shares issuable upon exercise of vested stock options counted in ownership

Promissory notes $250,000; $500,000; $250,000 Principal amounts of April, July, and December 2025 notes issued to SFO IDF

Warrants with notes 500,000; 2,000,000; 2,000,000 shares Common shares purchasable under warrants issued with 2025 promissory notes

Acquired common shares 9,074,386 shares Common shares acquired by SFO IDF under September 7, 2024 Acquisition Agreement

Key Terms

beneficially owned, promissory note, warrants, vested stock options, +2 more

6 terms

beneficially owned financial

"Aggregate number of shares beneficially owned: 17,783,263 Percentage: 51.6%"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

promissory note financial

"the Issuer issued a promissory note to SFO IDF in the principal amount of $250,000"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

warrants financial

"warrants to purchase 7,958,877 shares of Common Stock (the "Warrants")"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

vested stock options financial

"750,000 shares of Common Stock issuable upon the exercise of vested stock options (the "Options")"

Vested stock options are the portions of an employee’s stock option grant that they have earned the right to buy at a predetermined price after meeting time or performance conditions. For investors, vested options matter because they can convert into actual shares that dilute existing ownership or signal insiders’ confidence when exercised or sold, much like a voucher that becomes redeemable and can change how many tickets are in circulation.

Acquisition Agreement financial

"entered into an Acquisition Agreement (the "Acquisition Agreement") with Sean Fontenot"

A legally binding contract that lays out the terms under which one company will buy another, including the purchase price, what assets or shares are transferred, conditions that must be met, and how liabilities and payments are handled. Investors care because it is the roadmap for ownership change—like a home sale agreement—affecting future earnings, share value, potential dilution, and the likelihood the deal will close or be blocked by regulators.

letter agreement financial

"entered into a letter agreement (the "July Letter Agreement") with the Issuer"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

CalEthos, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

91678P203

(CUSIP Number)

Chauncey Lennis Thompson
83844 Charro Dr.,
Indio, CA, 92203
(951) 634-6282

(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)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 91678P203

1

Name of reporting person

Chauncey Lennis Thompson

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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 17,783,263.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,783,263.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,783,263.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes (i) 7,958,877 shares of Common Stock (as defined in Item 1) issuable upon the exercise of warrants to purchase 7,958,877 shares of Common Stock (the "Warrants") and (ii) 750,000 shares of Common Stock issuable upon the exercise of vested stock options (the "Options"). Of the securities reported herein, the outstanding shares of Common Stock and the Warrants and Options are owned directly by SFO IDF LLC ("SFO IDF"), a company of which the Reporting Person is the manager. As the manager of SFO IDF, the Reporting Person has the power to direct the voting and disposition of securities held in the name of SFO IDF and may be deemed to beneficially own the securities of the Issuer held by SFO IDF, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. (2) Based on 25,730,540 Shares issued and outstanding as of November 14, 2025 as reported in the Issuer's Form 10-Q, filed with the United States Securities and Exchange Commission on November 14, 2025 (the "Form 10-Q"), and includes (i) 7,958,877 shares of Common Stock issuable upon the exercise of the Warrants and (ii) 750,000 shares of Common Stock issuable upon the exercise of the Options.

SCHEDULE 13D

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 1 Comment: This Second Amendment (the "Second Amendment") to the Schedule 13D filed on August 13, 2025 (the "Original Schedule 13D"), as amended on December 18, 2025, relates to shares of Common Stock, $0.001 par value per share (the "Common Stock"), of CalEthos, Inc., a Nevada corporation (the "Issuer").
Item 2.	Identity and Background
(a)	Chauncey Lennis Thompson
(b)	83844 Charro Dr, Indio, CA 92203
(c)	The Reporting Person is the Chief Operating Officer of Barton CPA.
(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)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	On April 22, 2025, the Issuer issued a promissory note to SFO IDF in the principal amount of $250,000 (the "April Note"). On April 22, 2025, the Issuer also issued to SFO IDF a warrant for the purchase of up to 500,000 shares of Common Stock. On July 22, 2025, the Issuer issued a promissory note to SFO IDF in the principal amount of $500,000 (the "July Note"). On July 22, 2025, the Issuer also issued to SFO IDF a warrant for the purchase of up to 2,000,000 shares of Common Stock. On December 12, 2025, the Issuer issued a promissory note to SFO IDF in the principal amount of $250,000 (the "December Note"). On December 12, 2025, the Issuer also issued to SFO IDF a warrant for the purchase of up to 2,000,000 shares of Common Stock (the "December Warrant").
Item 4.	Purpose of Transaction
	The Reporting Person is filing this Second Amendment to correct certain inadvertent omissions in the Original Schedule 13D regarding the Reporting Person's beneficial ownership of the Issuer's Common Stock. Specifically, the Reporting Person beneficially owned an additional (i) 9,074,386 shares of Common Stock held directly by the Reporting Person, (ii) 4,458,877 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 750,000 shares of Common Stock issuable upon the exercise of vested stock options that were acquired pursuant to the Acquisition Agreement (as defined in Item 6). This Second Amendment is being filed to correct such omissions and to accurately reflect the Reporting Person's total beneficial ownership of securities of the Issuer. 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)	The percentages reported in this Schedule 13D are calculated based on 25,730,540 Shares issued and outstanding as of November 14, 2025 as reported in the Issuer's Form 10-Q, and includes (i) 7,958,877 shares of Common Stock issuable upon the exercise of the Warrants and (ii) 750,000 shares of Common Stock issuable upon the exercise of the Options. Aggregate number of shares beneficially owned: 17,783,263 Percentage: 51.6%
(b)	Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 17,783,263 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 17,783,263 (iv) 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)	None
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On July 18, 2025, SFO IDF entered into a letter agreement (the "July Letter Agreement") with the Issuer whereby the Issuer extended the maturity date of the July Note from August 31, 2025 to January 31, 2026, in exchange for additional consideration of $500,000. The July Letter Agreement was filed as Exhibit 1 to the Original Schedule 13D. On December 15, 2025, SFO IDF entered into a letter agreement (the "December Letter Agreement") with the Issuer whereby the Issuer extended the maturity date of each of the April Note and the July Note to June 30, 2026. The December Letter Agreement was filed as Exhibit 2 to the First Amendment. On September 7, 2024, SFO IDF entered into an Acquisition Agreement (the "Acquisition Agreement") with Sean Fontenot ("Fontenot") pursuant to which SFO IDF acquired from Fontenot (i) 9,074,386 shares of Common Stock, (ii) 4,458,877 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 750,000 shares of Common Stock issuable upon the exercise of vested stock options. The Acquisition Agreement is attached as Exhibit 3 to this Second Amendment. Other than the agreements described above, 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 - Letter Agreement, dated July 18, 2025, filed with the Original Schedule 13D. Exhibit 2 - Letter Agreement, dated December 12, 2025, filed with the First Amendment. Exhibit 3 - 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.

Chauncey Lennis Thompson

Signature:	/s/ Chauncey Lennis Thompson
Name/Title:	Chauncey Lennis Thompson
Date:	04/01/2026

FAQ

How much of CalEthos (GEDC) does Chauncey Lennis Thompson now report owning?

He reports beneficial ownership of 17,783,263 shares of CalEthos common stock, representing 51.6% of the outstanding class. This figure includes shares, warrants, and vested stock options linked to SFO IDF LLC and gives him effective majority voting control.

What is the main purpose of this amended Schedule 13D for CalEthos (GEDC)?

The amendment’s purpose is to correct prior omissions about Thompson’s beneficial ownership. It adds directly held shares, warrant shares, and option shares acquired via an Acquisition Agreement so the filing now accurately reflects his total economic and voting interest in CalEthos.

How was the 51.6% beneficial ownership in CalEthos (GEDC) calculated?

The 51.6% figure is based on 25,730,540 shares of common stock outstanding as of November 14, 2025. It includes 7,958,877 warrant shares and 750,000 option shares that are exercisable, in addition to already outstanding common shares attributed to Thompson.

What role does SFO IDF LLC play in Thompson’s CalEthos (GEDC) holdings?

SFO IDF LLC directly owns the outstanding shares, warrants, and options described. As SFO IDF’s manager, Thompson can direct voting and dispositions and may be deemed a beneficial owner, though he disclaims ownership except to the extent of his pecuniary interest in the entity’s holdings.

What financing arrangements exist between CalEthos (GEDC) and SFO IDF LLC?

CalEthos issued SFO IDF promissory notes of $250,000, $500,000, and $250,000 on specified 2025 dates, each paired with stock purchase warrants. Later letter agreements extended note maturities to June 30, 2026, reflecting an ongoing lender relationship alongside SFO IDF’s equity exposure.

What did SFO IDF LLC acquire under the Acquisition Agreement related to CalEthos (GEDC)?

Under the September 7, 2024 Acquisition Agreement, SFO IDF acquired 9,074,386 common shares, 4,458,877 warrant shares, and 750,000 vested option shares from Sean Fontenot. These securities form a substantial portion of Thompson’s reported beneficial stake in CalEthos.