| 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 First Amendment to the Schedule 13D filed on August 13, 2025 (the "Original Schedule 13D") 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 Schedule 13D to report that he has received the December Warrant and the December Note, as described in Item 3 above. 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 3,500,000 shares of Common Stock issuable upon the exercise of the Warrants. Aggregate number of shares beneficially owned: 3,500,000 Percentage: 12.0% |
| (b) | Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 3,500,000 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,500,000 (iv) Shared power to dispose or to direct the disposition of: 0 |
| (c) | Other than pursuant to the transactions described in this Schedule 13D, 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 is attached as Exhibit 1 to this 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 is attached as Exhibit 2 to this Schedule 13D.
Other than the Letter Agreement 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. |
