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UNITED
STATES
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: December 7, 2023
| 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
8.01 Other Information.
On
December 7, 2023, CalEthos, Inc. (“we,” “us,” or “our company”) issued a press
release entitled “CalEthos Completes the First Phase of Development on a Planned 300MW Clean Energy Powered Data Center Campus
in Southern California.” A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated
by reference herein. We are also furnishing as Exhibit 99.2 to this current report on Form 8-K a project brochure that we
intend to make available to interested parties.
The
information under this Item 8.01, including Exhibit 99.1 and Exhibit 99.2, is deemed “furnished” and not “filed”
under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Cautionary
Note Regarding Forward-Looking Statements
The
information in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, 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 discussion of strategy or goals or other future events, circumstances,
or effects. Such statements include, but are not limited to, statements about our plans, objectives, expectations, intentions, estimates
and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on our
current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results
and financial position and timing of certain events to differ materially from the information in the forward-looking statements. There
may be many factors of which we are not currently aware that may affect matters discussed in the forward-looking statements and may also
cause actual results to differ materially from those discussed. These factors include, but are not limited to, our ability to raise capital
to fund our data center campus development; our ability to hire and contract the necessary resources to complete our development efforts;
our ability to build an adequate supply chain for required construction materials and equipment; our ability to complete construction
of our data center campus, to meet customer requirements and to build an adequate operating organization to support customers when our
data center campus is completed; the demand for data center space in the U.S. and worldwide; the impact of the current supply chain challenges
that may impact our construction schedule; the demand for our proposed wholesale-colocation services; economic conditions in the U.S.
and worldwide, and our ability to recruit and retain management, technical, and sales personnel. The forward-looking statements contained
in this report are made as of the date of this report, and we do not assume any obligation to publicly update or supplement any forward-looking
statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other
than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.
Further information relating to factors that may impact our results and forward-looking statements are disclosed in our filings with
the SEC.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form 8-K:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
CALETHOS, INC. |
| |
|
| |
|
| Date: December 7, 2023 |
By: |
/s/
Michael Campbell |
| |
|
Michael
Campbell
Chief
Executive Officer |
EXHIBIT
99.1
CalEthos
Completes the First Phase of Development on a planned 300MW Clean Energy Powered Data Center Campus in Southern California
TUSTIN,
CA – December 7, 2023 — CalEthos, Inc. (“CalEthos” or the “Company”) today announced the following
business update:
As
previously reported, CalEthos is preparing to build a clean energy powered, 300-megawatt (MW) wholesale co-location data center campus
encompassing approximately 1,000,000 sf. on an 80-acre site surrounded by geothermal power plants in Lithium Valley, located in Imperial
County, California.
To
implement its plans, CalEthos has retained, acquired or developed the principal components required to develop its data center campus
– people, land, clean energy and network connectivity. CalEthos plans to utilize these resources to build a large-scale data center
campus to serve the growing AI, Cloud and HPC computing needs of the ever-expanding digital world.
Over
the last year, CalEthos has:
| ● |
Assembled a team of data center industry veterans with decades of experience in data center development, construction, retrofitting,
supply chain and operations at Microsoft, Google, Meta, NTT, CenturyLink and Global Switch. |
| ● |
Contracted to purchase 80 acres of industrial-zoned land approved for data center use that is adjacent to numerous geothermal power
plants. |
| ● |
Hired HDR Engineering, Inc. (HDR), a leading data center industry architectural and design firm, to complete a feasibility study
and develop a shovel-ready data center site development plan. |
| ● |
Hired ZGlobal, an energy consulting firm that designs and operates transmission, distribution, substation, and generating infrastructure,
to engineer an efficient, cost-effective grid connectivity plan to enable the delivery of clean geothermal and solar energy to the
site. |
| ● |
Hired American Dark Fiber, a fiber network architect and builder, to complete engineering and permit preparation of multiple diverse
paths for accessing several close-by long-haul and dark-fiber communication networks. |
As
of December 1, 2023, Phase I of its data center development plan is complete, and CalEthos is now moving forward with Phase II of its
plan, which will include contracting for infrastructure and building designs, preconstruction, and customer pre-qualification activities.
A
Project Brochure and Executive Summary from an extensive HDR site assessment, feasibility study and shovel-ready development plan are
available to qualified parties upon request.
For
more information, contact:
Joel
Stone – President and Chief Operating Officer
Email:
jstone@calethos.com
Forward-Looking
Statements
Certain statements in this press release that 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,” “expects,” “may,” “looks to,” “will,” “should,” “plan,”
“intend,” “on condition,” “target,” “see,” “potential,” “estimates,”
“preliminary,” or “anticipates” or the negative thereof or comparable terminology, or by discussion of strategy
or goals or other future events, circumstances or effects. Moreover, forward-looking statements in this release include, but are not limited
to, the Company’s ability to raise capital to fund its data center campus development, to hire and contract the necessary resources
to complete its development efforts, to build an adequate supply chain for required construction materials and equipment, the Company’s
ability to complete construction of its data center campus, meet customer requirements and to build an adequate operating organization
to support customers when its data center campus is completed; the demand for data center space in the U.S. and worldwide; the impact
of the current supply chain challenges, which may impact the Company construction schedule; the demand for the Company’s proposed
wholesale-colocation services; economic conditions in the U.S. and worldwide; and the Company’s ability to recruit and retain management,
technical, and operating personnel. Further information relating to factors that may impact the Company’s results and forward-looking
statements are disclosed in the Company’s filings with the SEC. The forward-looking statements contained in this press release are
made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update
or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
EXHIBIT 99.2
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