Kinetic Seas Inc. Amends 8-K Filing

TL;DR

Kinetic Seas (KNS) filed an 8-K/A amending its Dec 14th filing - expect updates on deals, stock sales, and exec changes.

AI Summary

Kinetic Seas Inc. filed an 8-K/A on March 6, 2024, to amend its previous filing regarding a material definitive agreement entered into on December 14, 2023. The amendment also addresses unregistered sales of equity securities, changes in control, director/officer changes, and a change in shell company status. The company was formerly known as Bellatora, Inc., with a name change effective September 6, 2022.

Why It Matters

This amendment provides updated and potentially corrected information regarding significant corporate events, including agreements, stock sales, and leadership changes, which are crucial for investors to assess the company's current status and future direction.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings can indicate previously undisclosed or corrected material information, potentially impacting the company's valuation and investor confidence.

Key Players & Entities

• Kinetic Seas Inc. (company) — Registrant
• Bellatora, Inc. (company) — Former Company Name
• December 14, 2023 (date) — Date of earliest event reported
• March 6, 2024 (date) — Filing Date
• 000-56478 (other) — Commission File Number

FAQ

Key Financial Figures

• $500,000 — e event the Company has raised at least $500,000 in a private placement transaction, and
• $0.001 — the foregoing condition is not met, at $0.001 per share. The Company is barred from
• $50,000 — the amendment, Coral agreed to convert $50,000 of the indebtedness due under the Promi
• $0.05 — which equated to a conversion price of $0.05 per share. Following the conversion o
• $182,000 — 14, 2023, the balance due to Coral was $182,000 in principal and $9,728.58 of interest.
• $9,728.58 — to Coral was $182,000 in principal and $9,728.58 of interest. Effective December 14, 2
• $21,600 — $0.001 per share, for gross proceeds of $21,600. The sale was conducted pursuant to an
• $275,000 — offering for cash for gross proceeds of $275,000. The offering is being conducted pursua

Filing Documents

• kinetic_8ka.htm (8-K/A) — 255KB
• kinetic_ex1001.htm (EX-10.1) — 20KB
• 0001683168-24-001339.txt ( ) — 507KB
• ecgr-20231214.xsd (EX-101.SCH) — 3KB
• ecgr-20231214_lab.xml (EX-101.LAB) — 34KB
• ecgr-20231214_pre.xml (EX-101.PRE) — 22KB
• kinetic_8ka_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement (a) Effective December 14, 2023, Bellatora, Inc., n/k/a Kinetic Seas Incorporated (the "Company") and Coral Investment Partners, LP. ("Coral") agreed to amend their Promissory Note Agreement in the following manner: Interest only payments on the outstanding balance of the Promissory Note shall begin on February 1, 2024 and continue monthly until such time as repayment of the outstanding balance begins. Monthly payments of principal and interest payments shall begin on May 1, 2024 pursuant to an amortization schedule that will result in full payment of the loan by April 30, 2025. In the event of a default, Coral shall have the right to convert a portion of its debt, subject to certain limitations, into shares of the Company's common stock at a per share price equal to the most recent private placement price in the event the Company has raised at least $500,000 in a private placement transaction, and if the foregoing condition is not met, at $0.001 per share. The Company is barred from issuing shares or convertible instructions that increase its fully-diluted shares to amount greater than fifty million (50,000,000) shares until the outstanding balance of the loan is repaid. The Company is barred from any entering into any agreement security (i.e., notes, preferred stock, warrants or options) which is convertible, exchange or exercisable to acquire shares of common stock if the conversion, exchange or exercise price is determined in reference to the current market price of the common stock at or about the time of conversion, exchange or exercise until the outstanding balance of the loan is repaid. The Company is barred from increasing the number of authorized common shares until the outstanding balance of the loan is repaid. The Promissory Note was amended to add a provision which bars Coral from converting the Promissory Note into common stock if the conversion would result in Coral and its affiliates

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. On December 14, 2023, the Company sold 21,600,000 shares of common stock at $0.001 per share, for gross proceeds of $21,600. The sale was conducted pursuant to an exemption from registration provide by Section 4(a)(2) of the Securities Act of 1933. On December 15, 2023, the Company commenced an offering of up to 10,000,000 shares of common stock at $0.05 per share. Through February 29, 2024, the Company has sold 5,500,000 shares in the offering for cash for gross proceeds of $275,000. The offering is being conducted pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Section 5 – Corporate Governance and Management

01 Change in Control of Registrant

Item 5.01 Change in Control of Registrant. By a written consent dated December 14, 2023, the Board of Directors of the Company approved the appointment of Edward Honour, Jeffrey Lozinski, Joseph Lehman, and Robert Jackson to the Board of Directors of the Company, and to appoint Edward Honour as Chairman (the " New Directors "). At the same time, the Board of Directors approved the issuance of 21,600,000 shares of common stock in the Company's offering at $0.001 per share. In addition, the Board of Directors also approved a private offering of 10,000,000 shares of common stock at $0.05 per share, and an affiliate of a New Director purchased the initial 1,000,000 shares in such offering. As a result of both transactions, the New Directors and their affiliates acquired an aggregate of 22,600,000 Shares of common stock in the offering. As a result of the acquisition, the New Directors obtained control of 84% of issued and outstanding common shares of the Company at the time. The following table sets forth, as of February 29, 2024, certain information concerning the beneficial ownership of our common stock by (i) each person known by us to own beneficially five percent (5%) or more of the outstanding shares of common stock, (ii) each of our directors and named executive officers, and (iii) all of our executive officers and directors as a group. The number of shares beneficially owned by each 5% stockholder, director or executive officer is determined under the rules of the Securities and Exchange Commission, or SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares that the individual or entity has the right to acquire within 60 days after February 29, 2024 through the exercise of any stock option, warrant or other right, or the conversion of any security.

Business

Item 1. Business CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements (such as when we describe what "will," "may," or "should" occur, what we "plan," "intend," "estimate," "believe," "expect" or "anticipate" will occur, and other similar statements) include, but are not limited to, statements regarding future operating results, potential risks pertaining to these future operating results, future plans or prospects, anticipated benefits of proposed (or future) acquisitions, dispositions and new facilities, growth, the capabilities and capacities of business operations, any financial or other guidance, expected capital expenditures and all statements that are not based on historical fact, but rather reflect our current expectations concerning future results and events. We make certain assumptions when making forward-looking statements, any of which could prove inaccurate, including assumptions about our future operating results and business plans. However, the inclusion of forward-looking by the Company will be achieved. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section named "Risk Factors" as well as those disclosed in subsequent reports we file with the Securities and Exchange Commission ("SEC"). Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we comprehensively

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View this 8-K/A filing on SEC EDGAR