Current Report Filing (8-k)
April 07 2022 - 12:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 5, 2022
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Next Meats Holdings, Inc.
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(Exact name of registrant as specified in its charter) |
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Nevada |
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000-56167 |
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85-4008709 |
(state or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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3F 1-16-13 Ebisu Minami Shibuya-ku,
Tokyo Japan |
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150-0022 |
(address of principal executive offices) |
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(zip code) |
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81-90-6002-4978 |
(registrant’s telephone number, including area code) |
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N/A |
(former name or former mailing address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [ ]
TABLE OF CONTENTS
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Table of Contents
Note: “We”,
“Us”, “The Issuer”, and or “The Company” refer to Next Meats Holdings, Inc., a Nevada Company.
All dollar amounts used throughout this Report are in
US Dollars, unless otherwise stated.
3.02
Unregistered Sales of Equity Securities
On
or about April 5, 2022, we sold 91,000 shares of restricted Common Stock to Interwoos Co., Ltd., a Japanese Company, at a price of
$0.90 per share of Common Stock. The purchase of Common Stock by Interwoos Co., Ltd. was authorized by its Chief Executive Officer
Mr. Nobutaka Yoshii. The total subscription amount paid by Interwoos Co., Ltd. was approximately $81,900. Interwoos Co., Ltd. is not
a related party to the Company.
The proceeds from this sale are to be used by the Company for working capital.
The
aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sale
of shares was made only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore
transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates,
or any person acting on behalf of any of the foregoing.
A
copy of the specimen subscription agreement for the sale of shares per the above transaction(s) is attached herein as exhibit 10.1. This
Form 8-K does not purport to include full details and or terms of the sale of shares to the aforementioned party.
Following the sale of restricted common shares to Interwoos Co., Ltd., we now have 502,255,600 shares of Common Stock issued and outstanding
as of the date of this report.
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Table of Contents
ITEM 9.01 EXHIBITS
(d) Exhibits
EXHIBITS TO FORM 8-K
Exhibit Number |
Description of Exhibit |
10.1 |
Specimen Subscription Agreement (1) |
(1) Filed herewith as an exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Next Meats Holdings, Inc.
Dated: April 7, 2022
By: /s/ Koichi Ishizuka
Koichi Ishizuka,
Chief Executive Officer
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