UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
SCHEDULE 13D
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
Next Meats Holdings,
INC.
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(Name
of Issuer) |
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Common Stock, par value $0.001 per share
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(Title
of Class of Securities) |
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65345L
100
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(CUSIP
Number) |
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4-380-4,Nakazawa,Nagaoka-shi,
Niigata, Japan 940-0853
Phone: 08021446711
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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November 22, 2022
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(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. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
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, as amended (“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).
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CUSIP
No. 65345L
100 |
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SCHEDULE
13D |
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1
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NAME
OF REPORTING PERSON
Ryo
Shirai
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[
]
(b) [
]
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3
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SEC USE
ONLY |
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
3
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5
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CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7
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Sole Voting Power – 50,225,560
2,3,4
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8
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Shared
Voting Power – 0 |
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9
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Sole
Dispositive Power – 50,225,560 2,3,4
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10
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Shared
Dispositive Power – 0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,225,560
2,3,4
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12
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ |
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13
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PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.994%1
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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1. |
Based
on 502,562,280 shares of common stock outstanding, par value $0.001
per share, as reported on the Issuer’s Form 8-K filed with the
Securities and Exchange Commission on December 5, 2022. |
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2. |
On
June 9, 2021, Next Meats Holdings, Inc. entered into a “Share
Cancellation and Exchange Agreement” (referred to herein as “the
Agreement”) with Next Meats Co., Ltd.
Next
Meats Co., Ltd. is referred to herein as “NMCO”, and Next Meats
Holdings, Inc. is referred to herein as “the Company”, and or
“NXMH”. The shareholders of Next Meats Co., Ltd., prior to
effectiveness of the aforementioned agreement, are referred to
herein as “NMCO shareholders”.
Pursuant to the Agreement, and at the Effective
Time of the Agreement, which is December 16, 2021, NXMH acquired
NMCO resulting in NMCO as a wholly owned subsidiary of NXMH.
Immediately prior to the effective time, each NMCO shareholder
cancelled and exchanged their percentile share interest in NMCO for
an equivalent percentile share interest in NXMH. The cancellation
and exchange was conducted and equivalent pursuant to each NMCO
shareholder’s pro rata percentage ownership of NMCO.
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3. |
Pursuant
to the "Share Cancellation and Exchange Agreement", deemed
effective on December 16, 2021, Next Meats Co., Ltd. became a
wholly owned subsidiary of Next Meats Holdings, Inc., a Nevada
Company. This resulted in Next Meats Co., Ltd. owning 0 shares of
the issuer, Next Meats Holdings, Inc. Pursuant to the
aforementioned agreement, various parties were issued shares of
Next Meats Holdings, Inc. Additional details can be found in the
Form 8-K filed with the Securities and Exchange Commission by Next
Meats Holdings, Inc. on December 16, 2021. This transaction is not
deemed to be a purchase or sale of securities. It should be noted
that Ryo Shirai, as a result of the aforementioned transaction,
became the beneficial owner of 163,088,842 shares of common stock
of Next Meats Holdings, Inc. |
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4. |
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.
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.
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.
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CUSIP
No. 65345L
100 |
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SCHEDULE
13D |
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SCHEDULE 13D
This Schedule 13D (the “Schedule 13D”), Amendment No. 1, is being
filed on behalf of Ryo Shirai, (the “Reporting Person”). This 13D
relates to shares of Common Stock, par value $0.001 per share (the
“Common Stock”) of Next Meats Holdings, Inc., a Nevada corporation
(the “Company”).
Item 1. Security and Issuer.
This Statement relates to shares of common stock, par value $0.001
per share (the “Common Stock”), of Next Meats Holdings, Inc., a
Nevada corporation (the “Company”). The address of the Company’s
principal executive offices is 3F 1-16-13 Ebisu Minami
Shibuya-ku,Tokyo Japan 150-0022.
Item 2. Identity and Background.
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(a) |
This
Schedule 13D is being filed by (i) Ryo Shirai, a Japanese Citizen,
who was the former Chief Executive Officer and Director of Meats
Holdings, Inc. Ryo Shirai is deemed to be the “Reporting
Person”. |
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(b) |
The
address of the Reporting Person is 4-380-4 Nakazawa Nagaoka-shi,
Niigata, Japan 940-0853. |
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(c) |
Mr.
Ryo Shirai was formerly the Issuer's Chief Executive Officer and
Chairman of the Board of Directors, until his resignations on
December 28, 2021.
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(d) |
During the last five (5) years, the Reporting
Person has not been convicted in a criminal proceeding (excluding
violations or similar misdemeanors). |
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(e) |
During the last five (5) years, the Reporting
Person has not 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 judgement, 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. |
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(f) |
Ryo
Shirai is a Citizen of Japan. |
Item 3. Source or Amount of Funds or Other
Consideration.
On
June 9, 2021, Next Meats Holdings, Inc., “NXMH”, entered into a
“Share Cancellation and Exchange Agreement” (referred to herein as
“the Agreement”) with Next Meats Co., Ltd., “NMCO”. Pursuant to
this agreement, NMCO agreed to, and on December 16, 2021 cancelled
its equity ownership of NXMH. At the same time, and pursuant to the
aforementioned agreement, also on December 16, 2021, NXMH acquired
100% of the equity interests of NMCO, and NMCO’s shareholders were
issued equity in NXMH based on their pro-rata ownership in NMCO.
This agreement was deemed effective on December 16, 2021.
Additional details regarding this transaction can be found in the
Form 8-K filed with the Securities and Exchange Commission by Next
Meats Holdings, Inc. on December 16, 2021. This transaction was not
deemed to be a purchase or sale of securities. The aforementioned
parties intend that the reorganization contemplated by the
aforementioned Agreement shall constitute a tax-free organization
pursuant to Section 368(a)(1) of the Internal Revenue Code.
Pursuant to the "Share Cancellation and Exchange Agreement", deemed
effective on December 16, 2021, Next Meats Co., Ltd. became a
wholly owned subsidiary of Next Meats Holdings, Inc., a Nevada
Company. This resulted in Next Meats Co., Ltd. owning 0 shares of
the issuer, Next Meats Holdings, Inc. Pursuant to the
aforementioned agreement, various parties were issued shares of
Next Meats Holdings, Inc. Additional details can be found in the
Form 8-K filed with the Securities and Exchange Commission by Next
Meats Holdings, Inc. on December 16, 2021. This transaction is not
deemed to be a purchase or sale of securities. It should be noted
that Ryo Shirai, as a result of the aforementioned transaction,
became the beneficial owner of 163,088,842 shares of common stock
of Next Meats Holdings, Inc.
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.
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.
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.
Item 4. Purpose of Transaction.
On
June 9, 2021, Next Meats Holdings, Inc., “NXMH”, entered into a
“Share Cancellation and Exchange Agreement” (referred to herein as
“the Agreement”) with Next Meats Co., Ltd., “NMCO”. Pursuant to
this agreement, NMCO agreed to, and on December 16, 2021 cancelled
its equity ownership of NXMH. At the same time, and pursuant to the
aforementioned agreement, also on December 16, 2021, NXMH acquired
100% of the equity interests of NMCO, and NMCO’s shareholders were
issued equity in NXMH based on their pro-rata ownership in NMCO.
This agreement was deemed effective on December 16, 2021.
Additional details regarding this transaction can be found in the
Form 8-K filed by Next Meats Holdings, Inc. on December 16, 2021.
This transaction was not deemed to be a purchase or sale of
securities. The aforementioned parties intend that the
reorganization contemplated by the aforementioned Agreement shall
constitute a tax-free organization pursuant to Section 368(a)(1) of
the Internal Revenue Code.
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.
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.
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.
Except to the extent provided in this Statement, the Reporting
Person does not have any current plans or proposals that relate to,
or could result in any of the matters referred to in paragraphs (a)
through (j) inclusive, of Item 4 of Schedule 13D. The Reporting
Person may, at any time and from time to time, review or reconsider
their positions and/or change their purposes and/or formulate plans
or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of Common Stock owned by the Reporting
Person is based on 502,562,280 shares of common stock outstanding,
par value $0.001 per share, as reported on the Issuer’s Form 8-K
filed with the Securities and Exchange Commission on December 5,
2022. As of January 17, 2023, there were 502,562,280 shares of
common stock outstanding of the Issuer.
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a. |
Aggregate number of shares beneficially owned:
50,225,560 |
Percentage: 9.994%
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b. |
Sole
power to vote or direct vote: 50,225,560 |
Shared power to vote or to direct vote: 0
Sole power to dispose or to direct disposition: 50,225,560
Shared power to dispose or to direct disposition: 0
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c. |
Ryo
Shirai has not effected any transactions in Common Stock during the
past 60 days, except as described in this Statement. |
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as described in this Statement, there are no contracts,
arrangements, understandings, or relationships other than as
disclosed among the persons named in Item 2 hereof and any other
person, with respect to the securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
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1 |
Share Cancellation and Exchange Agreement, incorporated by
reference to Exhibit 10.1 to Next Meats Holdings, Inc.’s Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 16, 2021.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete, and correct.
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Dated:
January 17, 2023 |
Ryo Shirai, individually
By: /s/ Ryo Shirai
Name: Ryo Shirai
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