Statement of Changes in Beneficial Ownership (4)
January 04 2023 - 09:15AM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Shirai Ryo |
2. Issuer Name and Ticker or Trading
Symbol Next Meats Holdings, Inc. [ NXMH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
_____ Officer (give title
below) __X__
Other (specify below)
Now former 10% holder |
(Last)
(First)
(Middle)
4-380-4- NAKAZAWA, NAGAOKA-SHI |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/22/2022
|
(Street)
NIIGATA, M0 940-0853
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
11/22/2022 |
|
S |
|
8229451 |
D(1) |
$0.001 |
154859391 |
D |
|
Common Stock |
11/22/2022 |
|
S |
|
79521051 |
D(2) |
$0.001 |
75338340 |
D |
|
Common Stock |
11/22/2022 |
|
S |
|
25112780 |
D(3) |
$0.001 |
50225560 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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 |
Explanation of
Responses: |
(1) |
On November 22, 2022, Ryo
Shirai sold 8,229,451 shares of restricted Common Stock of the
Issuer to White Knight Co., Ltd., a Japanese Company owned and
controlled by Koichi Ishizuka, the Chief Executive Officer, Chief
Financial Officer, and Chairman of the Board of Directors of the
Issuer, at a price of $0.001 per share of Common Stock. The total
subscription amount paid by White Knight Co., Ltd. was
approximately $8,229. Ryo Shirai was formerly the Issuer's Chief
Executive Officer and Chairman of the Board of Directors, until his
resignations on December 28, 2021. |
(2) |
On November 22, 2022, Ryo
Shirai sold 79,521,051 shares of restricted Common Stock of the
Issuer to Koichi Ishizuka, a Japanese Citizen, at a price of $0.001
per share of Common Stock. The total subscription amount paid by
Koichi Ishizuka was approximately $79,521. |
(3) |
On November 22, 2022, Ryo
Shirai sold 25,112,780 shares of restricted Common Stock of the
Issuer to Hiroki Tajiri, a Japanese Citizen, at a price of $0.001
per share of Common Stock. The total subscription amount paid by
White Knight Co., Ltd. was approximately $25,113. Hiroki Tajiri is
a board member of Next Meats Co., Ltd., a subsidiary of Next Meats
Holdings, Inc. |
Remarks:
The above sales of shares were conducted for investment purposes
and were recorded by the Issuer's transfer agent on December 16,
2022. Following the above transaction, Ryo Shirai now owns and
controls approximately 9.994% of the Issuer's Common Stock. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Shirai Ryo
4-380-4- NAKAZAWA
NAGAOKA-SHI
NIIGATA, M0 940-0853 |
|
|
|
Now former 10% holder |
Signatures
|
Ryo Shirai |
|
1/4/2023 |
**Signature of
Reporting Person |
Date |
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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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