Sec Form 3 Filing - Ionic Ventures, LLC @ Kinetic Seas Inc. - 2024-05-31

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Ionic Ventures, LLC
2. Issuer Name and Ticker or Trading Symbol
Kinetic Seas Inc. [ ECGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3053 FILLMORE ST., SUITE 256
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2024
(Street)
SAN FRANCISCO, CA94123
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 2,000,000 ( 1 ) ( 2 ) D ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ionic Ventures, LLC
3053 FILLMORE ST.
SUITE 256
SAN FRANCISCO, CA94123
X
Ionic Management, LLC
3053 FILLMORE STREET
SUITE 256
SAN FRANCISCO, CA94123
X
O'Neil Brendan
3053 FILLMORE STREET
SUITE 256
SAN FRANCISCO, CA94123
X
Coulston Keith
3053 FILLMORE STREET
SUITE 256
SAN FRANCISCO, CA94123
X
Signatures
IONIC VENTURES, LLC, By: Ionic Management, LLC, its Manager, By: /s/ Keith Coulston, its Manager 08/27/2024
Signature of Reporting Person Date
IONIC MANAGEMENT, LLC, By: /s/ Keith Coulston, its Manager 08/27/2024
Signature of Reporting Person Date
/s/ Keith Coulston 08/27/2024
Signature of Reporting Person Date
/s/ Brendan O'Neil 08/27/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As of the date of this Form 3 filed by Ionic Ventures, LLC ("Ionic"), Ionic Management, LLC ("Ionic Management"), Brendan O'Neil and Keith Coulston (each, a "Reporting Person"), the 2,000,000 shares (the "Shares") of the issuer's common stock, par value $0.00001 per share (the "Common Stock"), beneficially owned by each Reporting Person represents 10% or more of the outstanding shares of Common Stock, based on 16,737,000 shares of Common Stock outstanding, as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed by the issuer with the U.S. Securities and Exchange Commission on August 19, 2024. This Form 3 was not filed within 10 days of the date on which 19,250,000 shares of Common Stock were retired by the issuer on May 31, 2024, resulting in each Reporting Person becoming the beneficial owner of 10% or more of the outstanding shares of Common Stock, and is being filed now to correct an administrative oversight by each Reporting Person.
( 2 )The Shares are beneficially owned directly by Ionic. The manager of Ionic, Ionic Management, has the power to dispose of and the power to vote the Shares beneficially owned by Ionic, and each of the managers of Ionic Management, Mr. O'Neil and Mr. Coulston, has the power to dispose of and the power to vote the Shares indirectly beneficially owned by Ionic Management. Each Reporting Person disclaim beneficial ownership of such shares of Common Stock, directly or indirectly, except to the extent of their respective pecuniary interest therein, and the inclusion of the Shares in this Form 3 shall not be deemed an admission of beneficial ownership of the Shares by any Reporting Person for purposes of Section 16 of the Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, or for any other purpose.

Remarks:
See Exhibit 99.1 to this Form 3 for the joint filing agreement by and among each Reporting Person, which joint filing agreement is incorporated herein by reference.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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