Sec Form 4 Filing - FONTENOT SEAN PAUL @ CalEthos, Inc. - 2023-11-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FONTENOT SEAN PAUL 2. Issuer Name and Ticker or Trading Symbol CalEthos, Inc. [ BUUZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1202 WALNUT AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/28/2023 (Street) LONG BEACH, CA90813 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/11/2023 C 8,576,438 ( 1 ) A 8,576,438 I See Footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 10% OID Convertible Promissory Note $ 1.25 12/06/2023 C 3,080,000 09/15/2021 08/31/2022 Common Stock 3,080,000 ( 4 ) 0 I See Footnote ( 3 ) Series A Stock Purchase Warrant $ 1.87 12/06/2023 C 09/15/2021 08/31/2024 Common Stock 1,540,000 ( 4 ) 0 I See Footnote ( 3 ) Warrants $ 0.54 11/28/2023 A 2,000,000 11/28/2023 12/31/2028 Common Stock 2,000,000 $ 0.001 2,000,000 I See Footnote ( 3 ) Board of Director Options $ 0.54 11/28/2023 A 750,000 12/31/2023 11/28/2028 Common Stock 750,000 $ 0.001 2,750,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FONTENOT SEAN PAUL 1202 WALNUT AVENUE LONG BEACH, CA90813 X X Signatures /s/ Sean P. Fontenot 01/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock were received in consideration for the exchange of the outstanding 10% OID Convertible Promissory Note of CalEthos, Inc. (the "Issuer") and the Series A Warrants of the Issuer described in Table II. The Issuer and the reporting person valued those securities in the aggregate at $4,288,219, which resulted in a price per share of $0.50. ( 2 )These shares were issued in exchange for the 10% OID Convertible Promissory Note and the Series A Stock Purchase Warrant listed in Table II. ( 3 )The reported securities are owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 4 )The 10% OID Convertible Promissory Note and the Series A Stock Purchase Warrants were exchanged for the shares of common stock listed in Table I.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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