SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934

I-ON Digital Corp.
(Name of Issuer)


Common Stock, par value $0.0001 per share
(Title of Class of Securities)


44988A101
(CUSIP Number)


Geoffrey R. Morgan
Croke Fairchild Duarte & Beres LLC, 180 N. LaSalle Street, Suite 3400
Chicago, IL, 60601
1.414.588.2948
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
01/17/2023
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D
CUSIP No.
44988A101


1 Name of reporting person

Carlos X. Montoya
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

PF
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 37,550,000.00
8 Shared Voting Power: 21,769,660.00
9 Sole Dispositive Power: 37,550,000.00
10 Shared Dispositive Power: 21,769,660.00
11 Aggregate amount beneficially owned by each reporting person

59,319,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

59.30 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Mr. Montoya owns 3,755 shares of Series A Convertible Preferred Stock which is convertible at any time into 37,550,000 shares of Common Stock, over which he has sole voting and dispositive power. Additionally, Mr. Montoya is the sole shareholder of I-ON Digital Acquisition Corp ("IAC") and the sole member of Orebits Acquisition Group LLC ("OAG"). As such he controls (i) the voting and dispositive power over 982 shares of Series A Convertible Preferred Stock owned by IAC which is convertible at any time into 9,820,000 shares of Common Stock, and (ii) the voting and dispositive power of 597,483 shares of Series C Convertible Preferred Stock owned by OAG which is convertible at any time into 11,949,660 shares of Common Stock. The percentage in row 13 is calculated assuming all outstanding shares of Series A Convertible Preferred Stock and Series C Convertible Preferred Stock have been converted and is based upon 31,106,234 shares of Common Stock outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on April 10, 2025.


SCHEDULE 13D
CUSIP No.
44988A101


1 Name of reporting person

I-ON Digital Acquisition Corp.
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

WC
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

FLORIDA
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 9,820,000.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 9,820,000.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

9,820,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

9.81 %
14 Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Mr. Montoya is the sole shareholder of I-ON Digital Acquisition Corp ("IAC") which owns 982 shares of Series A Convertible Preferred Stock which is convertible at any time into 9,820,000 shares of Common Stock. The percentage in row 13 is calculated assuming all outstanding shares of Series A Convertible Preferred Stock and Series C Convertible Preferred Stock have been converted and is based upon 31,106,234 shares of Common Stock outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on April 10, 2025.


SCHEDULE 13D
CUSIP No.
44988A101


1 Name of reporting person

Orebits Acquisition Group LLC
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

WYOMING
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 11,949,660.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 11,949,660.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

11,949,660.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

11.95 %
14 Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Mr. Montoya is the sole shareholder of I-ON Digital Acquisition Corp ("IAC") which owns 982 shares of Series A Convertible Preferred Stock which is convertible at any time into 9,820,000 shares of Common Stock. The percentage in row 13 is calculated assuming all outstanding shares of Series A Convertible Preferred Stock and Series C Convertible Preferred Stock have been converted and is based upon 31,106,234 shares of Common Stock outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on April 10, 2025.



SCHEDULE 13D

Item 1.Security and Issuer
(a) Title of Class of Securities:

Common Stock, par value $0.0001 per share
(b) Name of Issuer:

I-ON Digital Corp.
(c) Address of Issuer's Principal Executive Offices:

1244 N. STONE ST., UNIT #3, CHICAGO, ILLINOIS , 60610.
Item 1 Comment: This Schedule 13D relates to the Common Stock of I-ON Digital Corp., a Delaware corporation (the "Issuer" or ("Registrant"). The address of the principal executive offices of the Issuer is 1244 N. Stone Street, Unit 3, Chicago, Illinois 60610 and its telephone number is 866-440-2278.
Item 2.Identity and Background
(a)
This Schedule 13D is being filed by the following persons: Mr. Carlos X. Montoya, I-ON Acquisition Corp. ("IAC") and Orebits Acquisition Group LLC ("OAG"), each a "Reporting Person".
(b)
The business for each Reporting Person is 1244 N. Stone Street, Unit 3, Chicago, Illinois 60610.
(c)
Mr. Montoya is the CEO and Chairman of the Board of the Issuer, whose principal place of business is 1244 N. Stone Street, Unit 3, Chicago, Illinois 60610. Mr. Montoya is the sole shareholder in both IAC and OAG.
(d)
None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(e)
During the last five years, none of the Reporting Persons have 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 violation with respect to such laws.
(f)
Mr. Montoya is US citizen and each of IAC and OAG are domestic organizations.
Item 3.Source and Amount of Funds or Other Consideration
 
Carlos Montoya used personal funds to acquire his shares. I-ON Digital Acquisition Corp. used working capital to acquire its shares. On October 30, 2023, I-ON Digital Corp. (the "Issuer" or "Company") and Orebits Acquisition Group LLC ("OAG") entered into that certain Contribution and Exchange Agreement (the "Exchange Agreement") by and between them. Pursuant to the terms of the Exchange Agreement, the Issuer acquired all outstanding shares of common stock of Orebits Corp. ("Orebits"), a wholly owned subsidiary of OAG. In exchange, OAG received shares of the Company's Series C Convertible Preferred Stock, which shares are convertible into 20 shares of Common Stock per share of Series C Convertible Preferred Stock.
Item 4.Purpose of Transaction
 
The Reporting Persons hold the Common Stock of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Person to other entities. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor's need for liquidity, and other future developments. Any future acquisitions of Common Stock will be subject to the Issuer's policies, including its insider trading policy, as applicable. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.Interest in Securities of the Issuer
(a)
59,319,000 - 59.30%
(b)
Carlos X. Montoya Sole Voting Power - 37,550,000 Shared Voting Power - 21,769,660 Sole Dispositive Power - 37,550,000 Shared Dispositive Power - 21,769,660 I-ON Acquisition Corp. Sole Voting Power - 9,820,000 Shared Voting Power - 0.00 Sole Dispositive Power - 9,820,000 Shared Dispositive Power - 0.00 Orebits Acquisition Group LLC Sole Voting Power - 11,949,660 Shared Voting Power - 0.00 Sole Dispositive Power - 11,949,660 Shared Dispositive Power - 0.00
(c)
None
(d)
Not applicable.
(e)
Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
None
Item 7.Material to be Filed as Exhibits.
 
Joint Filing Agreement attached hereto as Exhibit 1.

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Carlos X. Montoya
 Signature:/s/ Carlos X. Montoya
 Name/Title:Carlos X. Montoya
 Date:04/14/2025
 
I-ON Digital Acquisition Corp.
 Signature:/s/ Carlos X. Montoya
 Name/Title:Carlos X. Montoya, President
 Date:04/14/2025
 
Orebits Acquisition Group LLC
 Signature:/s/ Carlos X. Montoya
 Name/Title:Carlos X. Montoya, President
 Date:04/14/2025

 

exhibit 1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of April 14, 2025.

 

I-ON Acquisition Corp.

 

By: Carlos X. Montoya  
Its: President  

 

By: /s/ Carlos X. Montoya  
Name: Carlos X. Montoya  
Title: President  

 

Orebits Acquisition Group LLC

 

By: Carlos X. Montoya  
Its: President  

 

By: /s/ Carlos X. Montoya  
Name: Carlos X. Montoya  
Title: President  

 

Carlos X. Montoya  
   
/s/ Carlos X. Montoya