United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
SCHEDULE
13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
| ROCKETFUEL
BLOCKCHAIN, INC. |
| (Name
of Issuer) |
| |
| Common
Stock |
| (Title
of Class of Securities) |
Tom
Glaesner Larsen
GK
Partners ApS
Tel.
No.: 011-45-42-90-17-33
Copy
to:
Ernest
Stern, Esq.
Culhane
Meadows PLLC
1701
Pennsylvania Avenue, N.W.
Suite
200
Washington,
D.C. 20006
301-910-2030 |
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| |
| January
18, 2024. See Item 3 |
| (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).
| CUSIP
No.: 77313J108 |
SCHEDULE
13D |
Page
2 of 7 |
| 1. |
names
of reporting persons
GK
Partners ApS |
| 2. |
check
the appropriate box if a member of a group (see instructions)
(a)
☐
(b)
☒ |
| 3. |
sec use only
|
| 4. |
source
of funds (See Instructions)
PF,
WC |
| 5. |
check
if disclosure of legal proceedings is required pursuant to items 2(d)
or 2(e)
☐
|
| 6. |
citizenship
or place of organization
Denmark
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
7. |
sole
voting power
1,944,175 |
| 8. |
shared
voting power
0 |
| 9. |
sole
dispositive power
1,944,175 |
| 10. |
shared
dispositive power
0 |
| 11. |
aggregate
amount beneficially owned by each reporting person
1,944,175 shares
of Common Stock |
| 12. |
check
if the aggregate amount in row (11) excludes certain shares (See Instructions)
☐
|
| 13. |
percent
of class represented by amount in row (11)
5.79%
of the issued and outstanding shares of Common
Stock |
| 14. |
type
of reporting person (See Instructions)
CO |
| CUSIP
No.: 77313J108 |
SCHEDULE
13D |
Page
3 of 7 |
Item
1. Security and Issuer.
This
Schedule 13D filed by GK Partners ApS (“GK Partners” or the “Reporting Person”) relates to the shares of common
stock, par value $0.001 per share (the “Common Stock”), of RocketFuel Blockchain, Inc., a Nevada corporation (the “Issuer”).
The principal executive offices of the Issuer are located at 201 Spear Street, Suite 1100, San Francisco, CA 94105.
Item
2. Identity and Background.
(a)
This Schedule 13D is being filed with respect to the shares of the Issuer’s Common Stock held by GK Partners. The majority ownership
of GK Partners is held by Kiri Lillan Glaesner and under the Bylaws of GK Partners Tom Glaesner Larsen has voting and investment
power over the securities held by GK Partners.
(b)
The business address of GK Partners is Dyrehavevej 3 B, stuen, DK-2930, Klampenborg, Denmark.
(c)
GK Partners is in the financial services business. Tom Glaesner Larsen is the founder and President of GK Partners.
(d)
During the last five years neither the Reporting Person, nor, to the knowledge of its principals, any of its respective executive officers
or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the last five years, neither the Reporting Person, nor, to the knowledge of its principals, its executive officers or directors,
has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
were or are 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)
GK Partners was formed under the laws of Denmark.
Item
3. Source and Amount of Funds or Other Consideration.
Each
acquisition of securities by GK Partners (or on its behalf and at its direction) was either in open market transactions or through private
placements using its own working capital and with personal funds.
The
Reporting Person has acquired beneficial ownership of securities of the Issuer as follows:
Open
market or private placement purchases of shares
| No.
of Shares Acquired |
Date
of Acquisition |
Price
Per Share, US$ |
Purcahse
Price, US$ |
| 1,875 |
July
23, 2022 |
2.30 |
4,312.50 |
| 10,000 |
December
14, 2023 |
0.25 |
2,500.00 |
| 18,383 |
December
15, 2023 |
0.25 |
4,595.75 |
| 11,000 |
December
15, 2023 |
0.25 |
2,750.00 |
| 18,750 |
December
15, 2023 |
0.25 |
4,687.50 |
| 3,125 |
December
15, 2023 |
0.25 |
781.25 |
| 4,000 |
December
15, 2023 |
0.25 |
1,000.00 |
| 8,125 |
December
16, 2023 |
0.25 |
2,031.25 |
| 20,000 |
December
17, 2023 |
0.25 |
5,000.00 |
| 23,750 |
December
17, 2023 |
0.25 |
5,937.50 |
| 33,125 |
December
18, 2023 |
0.25 |
8,281.25 |
| 11,428 |
December
20, 2023 |
0.25 |
2,857.00 |
| 25,000 |
December
20, 2023 |
0.25 |
6,250.00 |
| 20,000 |
December
20, 2023 |
0.25 |
5,000.00 |
| CUSIP
No.: 77313J108 |
SCHEDULE
13D |
Page
4 of 7 |
| No.
of Shares Acquired |
Date
of Acquisition |
Price
Per Share, US$ |
Purcahse
Price, US$ |
| 20,000 |
December
20, 2023 |
0.25 |
5,000.00 |
| 5,000 |
December
20, 2023 |
0.25 |
1,250.00 |
| 10,000 |
December
21, 2023 |
0.25 |
2,500.00 |
| 4,000 |
December
21, 2023 |
0.25 |
1,000.00 |
| 8,000 |
December
21, 2023 |
0.25 |
2,000.00 |
| 10,000 |
December
21, 2023 |
0.25 |
2,500.00 |
| 25,000 |
December
22, 2023 |
0.25 |
6,250.00 |
| 10,000 |
December
22, 2023 |
0.25 |
2,500.00 |
| 20,000 |
December
22, 2023 |
0.25 |
5,000.00 |
| 10,000 |
December
22, 2023 |
0.25 |
2,500.00 |
| 167,000 |
December
22, 2023 |
0.25 |
41,750.00 |
| 10,000 |
December
22, 2023 |
0.25 |
2,500.00 |
| 3,125 |
December
22, 2023 |
0.25 |
781.25 |
| 10,000 |
December
23, 2023 |
0.25 |
2,500.00 |
| 5,000 |
December
24, 2023 |
0.25 |
1,250.00 |
| 6,250 |
December
24, 2023 |
0.25 |
1,562.50 |
| 14,490 |
December
24, 2023 |
0.25 |
3,622.50 |
| 5,000 |
December
24, 2023 |
0.25 |
1,250.00 |
| 32,500 |
December
25, 2023 |
0.25 |
8,125.00 |
| 5,000 |
December
26, 2023 |
0.25 |
1,250.00 |
| 5,000 |
December
26, 2023 |
0.25 |
1,250.00 |
| 5,000 |
December
26, 2023 |
0.25 |
1,250.00 |
| 269,375 |
December
26, 2023 |
0.25 |
67,343.75 |
| 4,000 |
December
27, 2023 |
0.25 |
1,000.00 |
| 3,125 |
December
27, 2023 |
0.25 |
781.25 |
| 4,000 |
December
27, 2023 |
0.25 |
1,000.00 |
| 20,000 |
December
27, 2023 |
0.25 |
5,000.00 |
| 40,000 |
December
28, 2023 |
0.25 |
10,000.00 |
| 15,000 |
December
28, 2023 |
0.25 |
3,750.00 |
| 8,000 |
December
28, 2023 |
0.25 |
2,000.00 |
| 51,250 |
December
28, 2023 |
0.25 |
12,812.50 |
| 18,250 |
December
28, 2023 |
0.25 |
4,562.50 |
| 25,000 |
December
28, 2023 |
0.25 |
6,250.00 |
| 30,500 |
December
28, 2023 |
0.25 |
7,625.00 |
| 9,660 |
December
28, 2023 |
0.25 |
2,415.00 |
| 9,125 |
December
29, 2023 |
0.25 |
2,281.25 |
| 20,000 |
December
29, 2023 |
0.25 |
5,000.00 |
| 5,000 |
December
29, 2023 |
0.25 |
1,250.00 |
| 8,000 |
December
31, 2023 |
0.25 |
2,000.00 |
| 2,500 |
December
31, 2023 |
0.25 |
625.00 |
| 30,000 |
December
31, 2023 |
0.25 |
7,500.00 |
| 2,500 |
December
31, 2023 |
0.25 |
625.00 |
| 22,716 |
January
2, 2024 |
0.25 |
5,679.00 |
| 11,428 |
January
2, 2024 |
0.25 |
2,857.00 |
| 10,000 |
January
3, 2024 |
0.25 |
2,500.00 |
| 10,250 |
January
5, 2024 |
0.25 |
2,562.50 |
| 20,000 |
January
5, 2024 |
0.25 |
5,000.00 |
| 14,250 |
January
6, 2024 |
0.25 |
3,562.50 |
| 4,700 |
January
10, 2024 |
0.25 |
1,175.00 |
| 127,545 |
January
11, 2024 |
0.25 |
31,886.25 |
| 20,000 |
January
11, 2024 |
0.25 |
5,000.00 |
| CUSIP
No.: 77313J108 |
SCHEDULE
13D |
Page
5 of 7 |
| No.
of Shares Acquired |
Date
of Acquisition |
Price
Per Share, US$ |
Purcahse
Price, US$ |
| 5,000 |
January
12, 2024 |
0.25 |
1,250.00 |
| 30,000 |
January
12, 2024 |
0.25 |
7,500.00 |
| 30,000 |
January
16, 2023 |
0.25 |
7,500.00 |
| 45,500 |
January
16, 2024 |
0.25 |
11,375.00 |
| 55,000 |
January
16, 2024 |
0.25 |
13,750.00 |
| 77,500 |
January
16, 2024 |
0.25 |
19,375.00 |
| 20,000 |
January
16, 2024 |
0.25 |
5,000.00 |
| 25,000 |
January
17, 2024 |
0.25 |
6,250.00 |
| 10,000 |
January
17, 2024 |
0.25 |
2,500.00 |
| 40,000 |
January
18, 2024 |
0.25 |
10,000.00 |
| 8,200 |
January
18, 2024 |
0.25 |
2,050.00 |
| 18,750 |
January
19, 2024 |
0.25 |
4,687.50 |
| 11,428 |
January
19, 2024 |
0.25 |
2,857.00 |
| 33,542 |
January
19, 2023 |
0.15 |
5,031.30 |
| 49,155 |
January
22, 2024 |
0.25 |
12,288.75 |
| 70,000 |
January
23, 2024 |
0.25 |
17,500.00 |
| Total
Shares 1,944,175 |
|
|
|
Item
4. Purpose of Transaction.
GK
Partners has acquired the Common Stock for investment purposes. The Reporting Person will continuously evaluate its beneficial ownership
of the Issuer’s securities and the Issuer’s business and industry. Depending on market conditions and other factors that
the Reporting Person may deem material to its investment decision, GK Partners may from time to time make additional purchases of the
Issuer’s shares of common stock.
| CUSIP
No.: 77313J108 |
SCHEDULE
13D |
Page
6 of 7 |
The
Reporting Person currently has no other plans or proposals, though it retains the right, to subsequently devise or implement plans or
proposals, which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition
of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d)
any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s
charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the
“Exchange Act”); or (j) any action similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer.
The
Reporting Person beneficially owns an aggregate of 1,944,175 shares of Common Stock which would represent 5.79% of the
issued and outstanding shares of Common Stock based on 33,604,890 shares set forth in the current list of shareholders provided
by the Issuer’s transfer agent, Securities Transfer Corporation.
To
the knowledge of the Reporting Person, none of its respective directors or officers has any power to vote or dispose of any securities
of the Issuer, nor did any of the Reporting Person’s directors and officers effect any transactions in such securities in the past
60 days.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
information required by Item 6 is incorporated herein by reference from Items 3 and 4 of this report.
Item
7. Material to be Filed as Exhibits.
N/A
| CUSIP
No.: 77313J108 |
SCHEDULE
13D |
Page
7 of 7 |
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.
Dated:
January 26, 2024
| |
GK
PARTNERS APS |
| |
|
|
| |
By:
|
/s/
Tom Glaesner Larsen |
| |
Name:
|
Tom
Glaesner Larsen |
| |
Title:
|
CEO |
RocketFuel Blockchain (CE) (USOTC:RKFL)
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