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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0001641172-25-023537 0002081187 XXXXXXXX LIVE 3 Common Stock, par value $0.001 per share 04/23/2026 false 0001174891 91678P203 CalEthos, Inc. 11753 Willard Avenue Tustin CA 92782 Chauncey Lennis Thompson (951) 634-6282 83844 Charro Dr. Indio CA 92203 0002081187 N Chauncey Lennis Thompson OO N X1 23783263.00 0.00 23783263.00 0.00 23783263.00 N 58.81 IN (1) Includes (i) 13,958,877 shares of Common Stock (as defined in Item 1) issuable upon the exercise of warrants to purchase 13,958,877 shares of Common Stock (the "Warrants") and (ii) 750,000 shares of Common Stock issuable upon the exercise of vested stock options (the "Options"). Of the securities reported herein, the outstanding shares of Common Stock and the Warrants and Options are owned directly by SFO IDF LLC ("SFO IDF"), a company of which the Reporting Person is the manager. As the manager of SFO IDF, the Reporting Person has the power to direct the voting and disposition of securities held in the name of SFO IDF and may be deemed to beneficially own the securities of the Issuer held by SFO IDF, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. (2) Based on 25,730,540 Shares issued and outstanding as of March 16, 2026 as reported in the Issuer's Form 10-K, filed with the United States Securities and Exchange Commission on March 31, 2026 (the "Form 10-K"), and includes (i) 13,958,877 shares of Common Stock issuable upon the exercise of the Warrants and (ii) 750,000 shares of Common Stock issuable upon the exercise of the Options. Common Stock, par value $0.001 per share CalEthos, Inc. 11753 Willard Avenue Tustin CA 92782 This Third Amendment (the "Third Amendment") to the Schedule 13D filed on August 13, 2025 (the "Original Schedule 13D"), as amended on December 18, 2025 (the "First Amendment") and on March 16, 2026 (the "Second Amendment"), relates to shares of Common Stock, $0.001 par value per share (the "Common Stock"), of CalEthos, Inc., a Nevada corporation (the "Issuer"). Chauncey Lennis Thompson 83844 Charro Dr, Indio, CA 92203 The Reporting Person is the Chief Operating Officer of Barton CPA. During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. United States On April 22, 2025, the Issuer issued a promissory note to SFO IDF in the principal amount of $250,000 (the "April Note"). On April 22, 2025, the Issuer also issued to SFO IDF a warrant for the purchase of up to 500,000 shares of Common Stock. On July 22, 2025, the Issuer issued a promissory note to SFO IDF in the principal amount of $500,000 (the "July Note"). On July 22, 2025, the Issuer also issued to SFO IDF a warrant for the purchase of up to 2,000,000 shares of Common Stock. On December 12, 2025, the Issuer issued a promissory note to SFO IDF in the principal amount of $250,000 (the "December Note"). On December 12, 2025, the Issuer also issued to SFO IDF a warrant for the purchase of up to 2,000,000 shares of Common Stock. On April 23, 2026, the Issuer issued a promissory note to SFO IDF in the principal amount of $16,000,000 (the "April 2026 Note"). On April 23, 2026, the Issuer also issued to SFO IDF a warrant for the purchase of up to 6,000,000 shares of Common Stock (the "April 2026 Warrant"). The Reporting Person is filing this Schedule 13D to report that he has received the April 2026 Warrant and the April 2026 Note, as described in Item 3 above. Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider his positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but except as described herein, he has no present intention of doing so. The percentages reported in this Schedule 13D are calculated based on 25,730,540 Shares issued and outstanding as of March 16, 2026 as reported in the Issuer's Form 10-K, and includes (i) 13,958,877 shares of Common Stock issuable upon the exercise of the Warrants and (ii) 750,000 shares of Common Stock issuable upon the exercise of the Options. Aggregate number of shares beneficially owned: 23,783,263 Percentage: 58.81% Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 23,783,263 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 23,783,263 (iv) Shared power to dispose or to direct the disposition of: 0 Other than pursuant to the transactions described in this Schedule 13D, the Reporting Person has not acquired or disposed of any shares of Common Stock during the past sixty days. None Not applicable On July 18, 2025, SFO IDF entered into a letter agreement (the "July Letter Agreement") with the Issuer whereby the Issuer extended the maturity date of the July Note from August 31, 2025 to January 31, 2026, in exchange for additional consideration of $500,000. The July Letter Agreement was filed as Exhibit 1 to the Original Schedule 13D. On December 15, 2025, SFO IDF entered into a letter agreement (the "December Letter Agreement") with the Issuer whereby the Issuer extended the maturity date of each of the April Note and the July Note to June 30, 2026. The December Letter Agreement was filed as Exhibit 2 to the First Amendment. On September 7, 2024, SFO IDF entered into an Acquisition Agreement (the "Acquisition Agreement") with Sean Fontenot ("Fontenot") pursuant to which SFO IDF acquired from Fontenot (i) 9,074,386 shares of Common Stock, (ii) 4,458,877 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 750,000 shares of Common Stock issuable upon the exercise of vested stock options. The Acquisition Agreement was filed as Exhibit 3 to the Second Amendment. On April 23, 2026, SFO IDF entered into a letter agreement (the "April Letter Agreement") with the Issuer whereby the Issuer extended the maturity date of each of the April Note, the July Note and the December Note to April 30, 2028. The April Letter Agreement is attached as Exhibit 4 to this Third Amendment. Other than the agreements described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer. Exhibit 1 - Letter Agreement, dated July 18, 2025, filed with the Original Schedule 13D. Exhibit 2 - Letter Agreement, dated December 12, 2025, filed with the First Amendment. Exhibit 3 - Acquisition Agreement, dated September 7, 2024, filed with the Second Amendment. Exhibit 4 - Letter Agreement, dated April 23, 2026. Chauncey Lennis Thompson /s/ Chauncey Lennis Thompson Chauncey Lennis Thompson 04/23/2026