CalEthos (GEDC) director Sean Paul Fontenot files 13D/A exit after transferring all shares

Rhea-AI Filing Summary

Sean Paul Fontenot filed a Second Amendment to his Schedule 13D reporting that he no longer owns any CalEthos, Inc. common stock. He disposed of all securities he beneficially owned under a September 7, 2024 Acquisition Agreement with SFO IDF LLC, making this an exit filing. The amendment also corrects earlier omissions and confirms he now holds 0 shares, representing 0% of the class, while he remains a member of the company’s Board of Directors.

Key Figures

Beneficially owned shares: 0 shares Percent of class owned: 0% Event date: 03/16/2026 +1 more

4 metrics

Beneficially owned shares 0 shares Aggregate amount beneficially owned by reporting person

Percent of class owned 0% Percent of CalEthos common stock reported in Item 5(a)

Event date 03/16/2026 Date of event requiring the amended Schedule 13D filing

Acquisition Agreement date September 7, 2024 Date SFO IDF LLC acquired all securities from the reporting person

Key Terms

Schedule 13D, beneficial ownership, exit filing, Acquisition Agreement, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial ownership financial

"regarding the Reporting Person's beneficial ownership of the Issuer's securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

exit filing regulatory

"As such, this Second Amendment constitutes an exit filing for the Reporting Person."

Acquisition Agreement financial

"pursuant to the Acquisition Agreement (as defined in Item 6)"

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.

Board of Directors financial

"The Reporting Person is a member of the Board of Directors of the Issuer."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

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)

Sean Paul Fontenot
1202 Walnut Avenue,
Long Beach, CA, 90813
714-855-8100

(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

FONTENOT SEAN PAUL

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)

AF, 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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

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 2.	Identity and Background
(a)	This Second Amendment to the Schedule 13D filed on March 14, 2024, as amended on December 17, 2024 (the "First Amendment"), is being filed by Sean Paul Fontenot (the "Reporting Person").
(b)	The Reporting Person's address is 1202 Walnut Avenue, Long Beach, CA 90813.
(c)	The Reporting Person is a member of the Board of Directors of the Issuer.
(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)	The Reporting Person is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable, as this constitutes an exit filing (see Item 4 disclosure).
Item 4.	Purpose of Transaction
	The Reporting Person is filing this Second Amendment to correct certain inadvertent omissions in the First Amendment regarding the Reporting Person's beneficial ownership of the Issuer's securities. Specifically, the Reporting Person disposed of his entire beneficial ownership of the securities of the Issuer pursuant to the Acquisition Agreement (as defined in Item 6). As such, this Second Amendment constitutes an exit filing for the Reporting Person. 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)	0 Percentage: 0%
(b)	Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 0 Sole power to dispose or to direct the disposition of: 0 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)	Right to dividends or proceeds of sale: None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On September 7, 2024, the Reporting Person entered into an Acquisition Agreement (the "Acquisition Agreement") with SFO IDF LLC ("SFO") pursuant to which SFO acquired from the Reporting Person all of the securities of the Issuer beneficially owned by the Reporting Person. The Acquisition Agreement is attached as Exhibit 2 to this Second Amendment. Other than the agreements previously described on Schedule 13D, 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 - Exchange Agreement, dated December, 15, 2024, filed with the First Amendment. Exhibit 2 - 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.

FONTENOT SEAN PAUL

Signature:	/s/ Sean Paul Fontenot
Name/Title:	Sean Paul Fontenot
Date:	04/01/2026

FAQ

What does CalEthos (GEDC) disclose in Sean Paul Fontenot’s Schedule 13D/A?

The Schedule 13D/A states that Sean Paul Fontenot now beneficially owns 0 CalEthos common shares, or 0% of the class. He disposed of all previously held securities under a September 7, 2024 Acquisition Agreement with SFO IDF LLC, making this amendment an exit filing.

What is an exit filing in the CalEthos (GEDC) Schedule 13D/A?

An exit filing indicates the reporting person no longer beneficially owns any of the issuer’s securities. Here, Fontenot’s amendment shows 0 shares and 0% of CalEthos common stock after transferring all his holdings to SFO IDF LLC under the September 7, 2024 Acquisition Agreement.

Who is the reporting person in this CalEthos (GEDC) Schedule 13D/A amendment?

The reporting person is Sean Paul Fontenot, a member of CalEthos, Inc.’s Board of Directors. He previously reported beneficial ownership but now reports 0 shares and 0% of the company’s common stock following the complete transfer of his holdings to SFO IDF LLC.

What role does the Acquisition Agreement play in the CalEthos (GEDC) 13D/A?

The Acquisition Agreement dated September 7, 2024 governs SFO IDF LLC’s acquisition of all CalEthos securities beneficially owned by Fontenot. Because of this agreement, he now reports 0 shares and 0% ownership, and the current amendment functions as his exit filing from beneficial ownership reporting.

Does Sean Paul Fontenot report any voting or dispositive power over CalEthos (GEDC) shares?

No. The amendment shows he has 0 sole or shared voting power and 0 sole or shared dispositive power over CalEthos common stock. This aligns with his reported aggregate beneficial ownership of 0 shares, representing 0% of the outstanding class after the Acquisition Agreement.

Has Sean Paul Fontenot traded CalEthos (GEDC) stock in the last sixty days?

The filing states that Fontenot has not acquired or disposed of any CalEthos common shares during the past sixty days. His previously held securities were transferred earlier pursuant to the September 7, 2024 Acquisition Agreement with SFO IDF LLC, which eliminated his beneficial ownership.