CalEthos, Inc. Enters Material Definitive Agreement

TL;DR

CalEthos (CALI) signed a big deal on 7/22. Details to follow.

AI Summary

On July 22, 2024, CalEthos, Inc. entered into a material definitive agreement. The company, formerly known as RealSource Residential, Inc., is incorporated in Nevada and operates as a Real Estate Investment Trust.

Why It Matters

This filing indicates a significant new contract or partnership for CalEthos, Inc., which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the specifics of the agreement and its financial implications are not yet detailed, introducing uncertainty.

Key Players & Entities

• CalEthos, Inc. (company) — Registrant
• RealSource Residential, Inc (company) — Former company name
• July 22, 2024 (date) — Date of Report and Agreement
• Nevada (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $5,000,000 — ment to acquire for a purchase price of $5,000,000 a 315-acre parcel of land in Imperial C

Filing Documents

• form8-k.htm (8-K) — 52KB
• ex99-1.htm (EX-99.1) — 17KB
• 0001493152-24-029802.txt ( ) — 239KB
• buuz-20240722.xsd (EX-101.SCH) — 3KB
• buuz-20240722_lab.xml (EX-101.LAB) — 33KB
• buuz-20240722_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. __) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 22, 2024 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 11753 Willard Avenue Tustin , CA 92782 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 352-5315 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 240.13a-4(c)) 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 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 1.01 Entry into a Material Definitive Agreement. As previously reported, CalEthos, Inc. ("we," "us," or "our company") is in the early stages of implementing our plan for the construction and operation of clean-energy-powered data centers to lease to large enterprise information technology (IT) customers that are creating or addressing the growing demand for AI, Cloud and High-Performance Computing (HPC) digital services. On July 22, 2024, we entered into an Option Agreement to acquire for a purchase price of $5,000,000 a 315-acre parcel of land in Imperial County, California to be used for the development of a large-scale, clean energy powered data center campus. The option has an initial term of one year and may be extended for an additional six-month period. The new site provides us with significant advantages over our prior data center development site, which include: Larger, strategically located, industrial-zoned property with acreage for on-site switchyard, substation and additional data center buildings Better options for connectivity to high-voltage transmission lines Closer proximity to existing and planned geothermal power plants Shorter fiber routing distances to internet backbone and communications networks Directly on the main north/south transportation corridor (Hwy. 111) and gateway entrance (Sinclair Rd.) to the planned 51,000-acre Lithium Valley development area Lower flood risk – outside of the 100- and 500- year flood zones in a FEMA X (Unshaded) area On July 24, 2024, we terminated our option agreement to acquire a 80-acre parcel in Imperial County, California as we believe the recently-optioned property is better suited for our immediate needs. On July 31, 2024, we issued a press release announcing the new option agreement, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements The information in this Current Report on Form 8-K, including Exhibit 99.1, may contain "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Certain statements furnished pursuant to this Item 8.01 and the accompanying Exhibit 99.1 and Exhibit 99.2 are not historical facts are forward-looking statements that reflect management's current expectations, assumptions, and estimates of future performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "could," "continue," "anticipate" "optimistic," "forecast" "intend," "estimate," "preliminary," "project," "seek," "plan," "looks to," "on condition," "target," "potential," "guidance," "outlook" or "trend," or other comparable terminology, or by a general discus

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