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 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).
| CUSIP No. 65345L 100 |
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SCHEDULE 13D |
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1
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NAME OF REPORTING PERSON
White Knight Co., Ltd.
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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, AF
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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 – 212,508,202 1
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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 – 212,508,202 1
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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
212,508,202 1
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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)
42.29%1 |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
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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. The outstanding shares have remained unchanged as of January 17, 2023. White Knight Co.,
Ltd. is owned and controlled solely by Mr. Koichi Ishizuka. |
| | | |
| CUSIP
No. 65345L 100 |
|
SCHEDULE
13D |
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1
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NAME OF REPORTING PERSON
Koichi Ishizuka
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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, AF
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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 – 100,451,120 1 |
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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 – 100,451,120 1 |
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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
100,451,120
1
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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)
19.99%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. The outstanding shares have remained unchanged as of January 17, 2023.
White Knight
Co., Ltd. is owned and controlled exclusively by its sole officer Koichi Ishizuka. The shares in the above table are held in the
personal name of Koichi Ishizuka, and does not include shares beneficially owned by White Knight Co., Ltd. |
| CUSIP
No. 65345L 100 |
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SCHEDULE
13D |
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SCHEDULE
13D
The reporting persons named in Item 2
below are hereby jointly filing this Schedule 13D (this “Statement”) because, due to certain relationships among the reporting
persons, such reporting persons may be deemed to beneficially own some or all of the same securities directly or indirectly acquired
from the Company (defined below) by one or more of the reporting persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the reporting persons named in Item 2 below have
executed a written agreement relating to the joint filing of this Statement (the “Joint Filing Agreement”), a copy of which
is filed as Exhibit 1 to this Statement.
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.
| |
(a) |
This Schedule 13D is being filed by (i) White Knight Co., Ltd., a
Japan company (“WKC”), (ii) and Koichi Ishizuka, the Chief Executive Officer, Chief Financial Officer and Director of
Next Meats Holdings, Inc. (WKC, and Mr. Ishizuka are deemed to be the “Reporting Persons” and, may be referred to herein
as each a “Reporting Person”). Koichi Ishizuka owns and controls White Knight Co., Ltd. |
| (b) | The address of the business office for each of the Reporting Persons
is 3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku,Tokyo 107-0062, Japan. |
| (c) | The principal business of WKC is to act as holding company for various assets that may be acquired by Koichi Ishizuka.
Mr. Koichi Ishizuka served as the CEO of Xinhua Finance Japan in 2006, Fate Corporation in 2008, and LCA Holdings., Ltd in 2009. Currently,
Mr. Ishizuka serves as the Chief Executive Officer of OFF Line Co., Ltd., Photozou Co., Ltd., Photozou Holdings, Inc., Photozou Koukoku
Co., Ltd., Off Line International, Inc. and OFF Line Japan Co., Ltd. He has held the position of CEO with OFF Line Co., Ltd. since 2013,
Photozou Co., Ltd since 2016, Photozou Holdings, Inc since 2017, Photozou Koukoku Co., Ltd. since 2017, Off Line International, Inc. since
2019 and OFF Line Japan Co., Ltd. since 2018. On November 18, 2020, he was appointed as Chief Financial Officer of Next Meats Holdings,
Inc., a position he still holds today. He is also the Chief Executive Officer of Next Meats Holdings, Inc. On July 23, 2021, Mr. Ishizuka
was appointed Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer of Dr. Foods, Inc., a Nevada Company,
formerly known as Catapult Solutions, Inc. Koichi Ishizuka is also the sole officer and Director of Perfect Solutions Group, Inc., as
of March 21, 2022, a position he continues to hold to date. |
| (d) | During the last five (5) years, none of the Reporting Persons have
been convicted in a criminal proceeding (excluding violations or similar misdemeanors). |
| (e) | During the last five (5) years, none of the Reporting Persons have
been 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. |
| (f) | WKC is a Japanese Company. |
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.
On January 31, 2022, White Knight Co., Ltd., a Japanese Corporation, owned and controlled by Koichi Ishizuka, sold a total of 999,999
shares of restricted common stock of Next Meats Holdings, Inc., a Nevada Company, at a price of $2.63 USD per share, to two Japanese Citizens,
both of whom are not considered to be related parties to Next Meats Holdings, Inc., pursuant to Regulation S of the United States Securities
Act of 1933.
On May 24, 2022, White Knight Co., Ltd., a Japanese Corporation, owned and controlled by Koichi Ishizuka, sold a total of 461,714 shares
of restricted common stock of Next Meats Holdings, Inc., a Nevada Company, at a price of $0.85 USD per share, to a Japanese Company, pursuant to Regulation S of the United States Securities
Act of 1933.
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 8,229,451 shares of restricted Common Stock of the Issuer to White Knight Co., Ltd., 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.
On November 22, 2022, Hideyuki Sasaki sold 112,863,282 shares of restricted
Common Stock of the Issuer to White Knight Co., Ltd., at a price of $0.001 per share of Common Stock. The total subscription amount paid
by White Knight Co., Ltd. was approximately $112,863. Hideyuki Sasaki is currently the Chief Operating Officer, and a Director, of Next
Meats Holdings, Inc.
The purchases of stock by both White Knight Co., Ltd. and Koichi
Ishizuka were made with affiliate funds.
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 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.
On January 31, 2022, White Knight Co., Ltd., a Japanese Corporation, owned
and controlled by Koichi Ishizuka, sold a total of 999,999 shares of restricted common stock of Next Meats Holdings, Inc., a Nevada Company,
at a price of $2.63 USD per share, to two Japanese Citizens, both of whom are not considered to be related parties to Next Meats Holdings,
Inc., pursuant to Regulation S of the United States Securities Act of 1933.
On May 24, 2022, White Knight Co., Ltd., a Japanese Corporation, owned
and controlled by Koichi Ishizuka, sold a total of 461,714 shares of restricted common stock of Next Meats Holdings, Inc., a Nevada Company,
at a price of $0.85 USD per share, to a Japanese Company, pursuant to Regulation S of the United States Securities Act of 1933.
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 8,229,451 shares of restricted Common
Stock of the Issuer to White Knight Co., Ltd., 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.
On November 22, 2022, Hideyuki Sasaki sold 112,863,282 shares of restricted
Common Stock of the Issuer to White Knight Co., Ltd., at a price of $0.001 per share of Common Stock. The total subscription amount paid
by White Knight Co., Ltd. was approximately $112,863. Hideyuki Sasaki is currently the Chief Operating Officer, and a Director, of Next
Meats Holdings, Inc.
The above sales of shares on January 31, 2022 and May 24, 2022,
and the above purchase of shares on November 22, 2022, were conducted for investment purposes. The aforementioned sales of shares
and purchases of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sales
of shares and purchases of shares were 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.
Except to the extent provided in this Statement, none of the Reporting Persons 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 Persons
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. The outstanding shares have remained unchanged as of January 17, 2023.
| a. | Aggregate number of shares beneficially owned: 212,508,202 |
Percentage: 42.29%
| b. | Sole power to vote or direct vote: 212,508,202 |
Shared power to vote or
to direct vote: 0
Sole power to dispose or
to direct disposition: 212,508,202
Shared power to dispose
or to direct disposition: 0
| c. | WKC has not effected any transactions in Common Stock during the past
60 days, except as described in this Statement. |
| a. | Aggregate number of shares beneficially owned: 100,451,120 |
Percentage: 19.99%
| b. | Sole power to vote or direct vote: 100,451,120 |
Shared power to vote or
to direct vote: 0
Sole power to dispose or
to direct disposition: 100,451,120
Shared power to dispose
or to direct disposition: 0
| c. | Koichi Ishizuka 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
| 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. |
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.
| |
Dated:
January 17, 2023 |
White Knight Co., Ltd.
By: /s/ Koichi Ishizuka
Name: Koichi Ishizuka
Title: Chief Executive Officer
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Koichi Ishizuka, Individually
By: /s/ Koichi
Ishizuka
Name: Koichi Ishizuka
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the persons and or parties named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Next Meats Holdings, Inc.
and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. This Joint Filing Agreement may
be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the
undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office
thereof.
| |
Dated:
January 17, 2023 |
White Knight Co., Ltd.
By: /s/ Koichi Ishizuka
Name: Koichi Ishizuka
Title: Chief Executive Officer
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| |
|
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Koichi Ishizuka, Individually
By: /s/ Koichi
Ishizuka
Name: Koichi Ishizuka
|