Kingfish Navigates Scrap Market Post-Merger, Eyes C&D Expansion

TL;DR

**Kingfish is playing it safe in a volatile scrap market, but its C&D site option is a potential game-changer if they ever pull the trigger.**

AI Summary

Kingfish Holding Corporation, following its merger with Renovo Resource Solutions, Inc. on April 19, 2024, operates a scrap metal recycling business in Manatee County, Florida. The company processes and resells ferrous and nonferrous metals, generating approximately 1.5 million pounds of material monthly by the time of the merger. Revenue is derived from aggregating over 60 product types and reselling them to larger transfer and processing partners in Florida, with no single customer accounting for more than 10% of 2025 gross revenues. The company employs a conservative 'buy/sell' strategy, shipping less than truckload (LTL) mixed commodities to mitigate market price fluctuations, which curtails direct sales to non-ferrous mills. Kingfish operates on a property owned by 6 LLC, with an exclusive option to purchase 6 LLC and the property within five years of the merger. The company has approvals for a Construction and Demolition (C&D) site, which could add value, but has not yet committed to its operation, pending market conditions and profitability analysis. The company faces competition from five other scrap yards in the southern Tampa Bay market.

Why It Matters

Kingfish Holding Corp.'s strategic shift into scrap metal recycling via the Renovo merger positions it in a competitive Florida market. Its conservative sales approach, prioritizing margin protection over volume, could appeal to risk-averse investors, but may limit growth compared to competitors shipping full truckloads directly to mills. The potential development of a C&D site offers a significant growth avenue, but the company's hesitation signals a cautious approach to capital deployment, impacting future revenue streams and market share. Employees and customers benefit from a clean, customer-service-focused facility, differentiating it from traditional scrap yards.

Risk Assessment

Risk Level: medium — The company's risk level is medium due to its reliance on commodity pricing fluctuations and its conservative LTL shipping strategy, which limits direct sales to non-ferrous mills. Additionally, the uncertainty surrounding the commencement of C&D plant operations, despite having approvals that expire on April 7, 2026, presents a significant operational and financial risk if not pursued or extended.

Analyst Insight

Investors should monitor Kingfish's progress on the C&D plant development and its ability to secure additional extensions for its Manatee County approvals. A decision to proceed with the C&D plant could significantly enhance the company's value and revenue streams, warranting a re-evaluation of its growth potential.

Key Numbers

• 1.5 million pounds — material purchased and sold monthly (by Renovo at the time of the merger, indicating significant operational scale)
• April 19, 2024 — Merger Closing Date (date Kingfish consummated merger with Renovo)
• 5 years — Purchase Option Agreement term (timeframe for Kingfish to acquire 6 LLC and the property)
• April 7, 2026 — Certificate of Level of Service expiration (critical date for C&D site approvals)
• 843,177 — shares of common stock outstanding (as of December 19, 2025)

Key Players & Entities

• Kingfish Holding Corporation (company) — surviving entity after merger
• Renovo Resource Solutions, Inc. (company) — merged into Kingfish
• 6 LLC (company) — owner of the property leased by Kingfish
• James K. Toomey (person) — stockholder, officer, and director of the Company
• Manatee County, Florida (regulator) — location of operations and regulatory approvals
• Securities and Exchange Commission (regulator) — filing oversight
• Hancock Whitney Bank (company) — lender for 6 LLC loan

FAQ

Risk Factors

• Financing and Cash Generation [high — financial]: The company's ability to generate sufficient cash from operations or secure adequate financing is critical for executing its business plan and achieving strategic objectives. Failure to do so could materially impact performance.
• Debt Servicing and Affiliate Loans [high — financial]: Kingfish must service its outstanding debt obligations, including loans with affiliates. The successful negotiation of annual extensions for guarantor obligations assumed from Renovo is also a key factor, with potential implications for financial stability.
• Dependence on 6 LLC Property [medium — operational]: The company operates on a property owned by 6 LLC and has a five-year option to purchase it. Any disruption or inability to secure the property could significantly impact operations.
• Competition in Scrap Metal Market [medium — market]: Kingfish faces competition from five other scrap yards in the southern Tampa Bay market. This competitive landscape could affect pricing, market share, and profitability.
• C&D Site Approvals [medium — regulatory]: While Kingfish has approvals for a Construction and Demolition (C&D) site, its operation is pending market conditions and profitability analysis. The Certificate of Level of Service for this site expires on April 7, 2026, creating a time-sensitive decision point.

Industry Context

Kingfish operates in the scrap metal recycling industry, a sector characterized by its role in resource recovery and supply chain integration. The market is competitive, with local scrap yards vying for material. Key trends include fluctuating commodity prices, increasing environmental regulations, and the growing demand for recycled materials in manufacturing.

Regulatory Implications

The company's operations are subject to environmental regulations related to scrap metal processing and waste management. The expiration of the Certificate of Level of Service for the C&D site on April 7, 2026, presents a regulatory deadline that requires strategic planning and potential investment.

What Investors Should Do

1. Monitor C&D Site Development
2. Assess Debt and Financing Strategy
3. Evaluate Competitive Positioning
4. Review Property Acquisition Strategy

Key Dates

• 2024-04-19: Merger Closing Date — Kingfish Holding Corporation consummated its merger with Renovo Resource Solutions, Inc., marking the operational commencement of the combined entity in the scrap metal recycling business.
• 2029-04-18: Purchase Option Expiration — This is the end of the five-year period during which Kingfish has an exclusive option to purchase the property owned by 6 LLC, crucial for long-term operational stability.
• 2026-04-07: C&D Site Approval Expiration — The Certificate of Level of Service for the Construction and Demolition (C&D) site expires on this date, requiring a decision on its operational commitment before then.

Glossary

Merger

A business combination where one company merges with another, with one entity surviving. In this case, Renovo Resource Solutions, Inc. merged with Kingfish Holding Corporation. (This event is central to the current business operations and structure of Kingfish Holding Corporation.)

Share Exchange Agreement

A contract where one company agrees to exchange its shares for the shares of another company, often used in reverse mergers. (This agreement was part of the historical restructuring of Kingfish Holding Corporation.)

Form 15

A filing with the SEC to terminate the registration of a class of securities and suspend reporting obligations. (Kingfish previously used this to suspend reporting obligations, indicating a period of dormancy.)

Filing Updates

The process of submitting previously required but unfiled reports (like Forms 10-K and 10-Q) to the SEC. (These updates were necessary for Kingfish to reactivate its reporting status before the merger.)

Construction and Demolition (C&D) site

A site designated for the processing and recycling of materials generated from construction and demolition activities. (This represents a potential future revenue stream and operational expansion for Kingfish, pending market analysis.)

Less than Truckload (LTL)

A shipment that is too large to be considered a parcel but too small to fill an entire truck trailer. (Kingfish uses an LTL strategy for mixed commodities to mitigate market price fluctuations.)

Year-Over-Year Comparison

As this filing follows the April 19, 2024, merger with Renovo Resource Solutions, Inc., a direct comparison of key financial metrics like revenue, net income, and margins to a prior year's filing for Kingfish Holding Corporation is not directly applicable in its current operational state. The business has fundamentally changed with the integration of Renovo's scrap metal recycling operations. New risks related to financing, debt servicing, and the specific operational environment of Manatee County are now paramount.

Filing Documents

• king_10k.htm (10-K) — 1035KB
• king_ex104.htm (EX-10.4) — 13KB
• king_ex107.htm (EX-10.7) — 12KB
• king_ex1014.htm (EX-10.14) — 13KB
• king_ex1017.htm (EX-10.17) — 14KB
• king_ex1020.htm (EX-10.20) — 18KB
• king_ex1023.htm (EX-10.23) — 13KB
• king_ex1026.htm (EX-10.26) — 14KB
• king_ex1029.htm (EX-10.29) — 14KB
• king_ex1031.htm (EX-10.31) — 17KB
• king_ex1034.htm (EX-10.34) — 14KB
• king_ex1037.htm (EX-10.37) — 13KB
• king_ex1040.htm (EX-10.40) — 19KB
• king_ex1043.htm (EX-10.43) — 14KB
• king_ex1046.htm (EX-10.46) — 14KB
• king_ex1049.htm (EX-10.49) — 16KB
• king_ex311.htm (EX-31.1) — 10KB
• king_ex312.htm (EX-31.2) — 12KB
• king_ex321.htm (EX-32.1) — 5KB
• king_ex322.htm (EX-32.2) — 5KB
• 0001477932-25-009206.txt ( ) — 4337KB
• king-20250930.xsd (EX-101.SCH) — 40KB
• king-20250930_lab.xml (EX-101.LAB) — 234KB
• king-20250930_cal.xml (EX-101.CAL) — 44KB
• king-20250930_pre.xml (EX-101.PRE) — 196KB
• king-20250930_def.xml (EX-101.DEF) — 82KB
• king_10k_htm.xml (XML) — 426KB

Business

Business 4 Item 1A

Risk Factors

Risk Factors 10 Item 1B Unresolved Staff Comments 10 Item 1C Cybersecurity 10 Item 2

Properties

Properties 11 Item 3

Legal Proceedings

Legal Proceedings 12 Item 4 Mine Safety Disclosures 12 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 13 Item 6 [Reserved] 15 Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 15 Item 7A

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 22 Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 23 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 24 Item 9A

Controls and Procedures

Controls and Procedures 24 Item 9B Other Information 25 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 25 PART III Item 10 Directors, Executive Officers and Corporate Governance 26 Item 11

Executive Compensation

Executive Compensation 31 Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 34 Item 13 Certain Relationships and Related Transactions, and Director Independence 35 Item 14 Principal Accountant Fees and Services 42 PART IV Item 15 Exhibit and Financial Statement Schedules 43 2 Table of Contents A NOTE ABOUT FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (including the exhibits hereto) contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 ("Securities Act") and Section 21E of the Securities Exchange Act of 1934 ("Exchange Act"), such as statements relating to our financial condition, results of operations, plans, objectives, future performance or expectations, and business operations. These statements relate to expectations concerning matters that are not historical fact. Accordingly, statements that are based on management's projections, estimates, assumptions, and judgments constitute forward-looking statements. These forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "plan," "estimate," "approximately," "intend," "objective," "goal," "project," and other similar words and expressions, or future or conditional verbs such as "will," "should," "would," "could," and "may." These forward-looking statements are based largely on information currently available to our management and on our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and such statements involve inherent risks and uncertainties. Although we believe our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance and there are a number of known and unknown risks, uncertainties, contingencies, and other factors (many of which are outside our control) which may cause actual results, performance, or achievements to differ mate

BUSINESS

ITEM 1. BUSINESS Background Kingfish Holding Corporation ("us," "our," "we," the "Company," or "Kingfish") was incorporated in the State of Delaware on April 11, 2006 as Offline Consulting Inc. On May 18, 2007, we entered into a reverse merger transaction pursuant to a Share Exchange Agreement whereby we acquired Kesselring Corporation, a Florida corporation. On June 8, 2007, following the reverse merger, we became Kesselring Holding Corporation. On November 25, 2014, we changed our name to Kingfish Holding Corporation. During the fiscal year ended September 30, 2010, Kingfish defaulted on its loan agreements with AMI Holdings, Inc. ("AMI"), a corporation controlled by James K. Toomey, a stockholder, officer and director of the Company, and certain of his relatives, and on May 24, 2010, AMI foreclosed on and took possession of all of Kingfish's then-existing operating entities. On September 16, 2011, Kingfish, having only 69 holders of record and no significant assets, filed a Form 15 with the Securities and Exchange Commission (the "SEC" or "Commission") to terminate the registration of its common stock under Section 12 of the Exchange Act and to suspend its reporting obligations under Section 15(d) of the Exchange Act. In 2014, Kingfish took the steps necessary to reactivate its reporting obligations that had been suspended since 2011 under Section 15(d) of the Exchange Act ("Reactivation Actions"). Kingfish completed its Reactivation Actions and commenced its reactivated reporting obligations on December 17, 2014. However, Kingfish was unsuccessful in its endeavor to identify and engage in a business combination with a potential target company or business following its Reactivation Actions and, as of the fiscal year ended September 30, 2016, Kingfish had expended substantially all of its available cash and was unable to secure any additional funds to finance its operations. As a result, Kingfish was dormant from such date through May 2020. In May 2020, Kin

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