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): June 9, 2021
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Next Meats Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
| | | | | |
| Nevada | | 000-56167 | | 85-4008709 |
| (state or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| | | |
3F 1-16-13 Ebisu Minami Shibuya-ku, Tokyo Japan | | 150-0022 |
| (address of principal executive offices) | | (zip code) |
| |
| 81-90-6002-4978 |
| (registrant’s telephone number, including area code) |
| |
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. [ ]
FORWARD LOOKING STATEMENTS
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements of historical fact contained in this Current Report, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the negative of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company’s current expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, its limited operating history, competitive factors in the Company’s industry and market, and other general economic conditions. The forward-looking statements made herein are based on the Company’s current expectations, assumptions, and projections, which could provide to be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law.
Note: “We”, “Our”, “Us”, and “the Company” all refer to Next Meats Holdings, Inc., a Nevada Corporation.
Item 1.01 Entry into a Material Definitive Agreement.
On June 9, 2021 the Company entered into a “Share Cancellation and Exchange Agreement” (referred to herein as “the Agreement”) with Next Meats Co., Ltd., a Japan Company. A full copy of the agreement is attached herein as Exhibit 10.1.
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 current shareholders of Next Meats Co., Ltd. are referred to herein as “NMCO shareholders”.
Pursuant to the agreement, at the effective time of the agreement, NXMH shall acquire NMCO as a wholly owned subsidiary and commensurate with this action, there shall be a conversion of the NXMH Percentile Share Interest in exchange for the Company’s 100% percentile share interest in NMCO. Immediately prior to the Effective Time, (defined below) each NMCO shareholder shall cancel and exchange their percentile share interest in NMCO for an equivalent percentile share interest in NXMH pursuant to each NMCO shareholder’s pro rata percentage set forth on the chart below (the “Cancellation and Exchange”). At the Effective Time, NMCO shall issue NXMH 1,000 shares of its common stock.
Effective Time: Subject to the provisions of the Agreement, prior to the Effective Time, NMCO shall utilize reasonable and best commercial efforts to complete an audit by an accounting firm that is registered with the Public Company Accounting Oversight Board. Upon completion, NXMH shall prepare and file a super Form 8-K with the Securities and Exchange Commission (“SEC”), including Form 10 information on behalf of NMCO. The Agreement shall become effective upon the issuance by NMCO of the 1,000 shares of its common stock to NXMH, which shall not occur until such time as the Super Form 8-K is complete and ready to be filed with the SEC (the date and time the Agreement becomes effective being referred to herein as the “Effective Time”).
The aforementioned parties hereto intend that the reorganization contemplated by this Agreement shall constitute a tax-free organization pursuant to Section 368(a)(1) of the Internal Revenue Code.
| NAME OF SHAREHOLDER | APPROXIMATE PERCENTILE SHARES OWNED OF NMCO | SHARES OWNED OF NMCO | PRO RATA COMMON SHARES OF NXMH TO BE ISSUED TO NMCO SHAREHOLDER |
| Ryo Shirai | 33.4643% | 37,402 | 163,088,842 |
| Hideyuki Sasaki | 33.4643% | 37,402 | 163,088,842 |
White Knight Co., Ltd. (owned and controlled by Koichi Ishizuka) | 19.0575% | 21,300 | 92,877,182 |
| Koichi Ishizuka | 4.2946% | 4,800 | 20,930,069 |
| Kiyoshi Noda | 1.9666% | 2,198 | 9,584,227 |
| Rei Ishizuka | 1.9666% | 2,198 | 9,584,227 |
| Michihito Inoue | 1.4315% | 1,600 | 6,976,690 |
Ryonetsu Kogyou co., ltd (Represented by Mitsugu Kondo, CEO) | 0.8947% | 1,000 | 4,360,431 |
| Hideya Marukawa | 0.7158% | 800 | 3,488,345 |
| Keiichi Yogo | 0.7158% | 800 | 3,488,345 |
| Tomonori Yoshinaga | 0.5368% | 600 | 2,616,259 |
Senju Pharmaceutical Co., Ltd. (Represented by Shuhei Yoshida, President) | 0.5073% | 567 | 2,472,364 |
Okakichi Co., Ltd
(Represented by Shigeru Okada, CEO) | 0.3275% | 366 | 1,595,918 |
CX Inc. (Represented by Hiromichi Furui, CEO) | 0.2988% | 334 | 1,456,384 |
HEXEL Works, Inc. (Represented by Yoichi Nagai, CEO) | 0.2684% | 300 | 1,308,129 |
THREWAYS, Inc.
(Represented by GENKI HIRAI, CEO) | 0.0895% | 100 | 436,044 |
| Total | 100.0000% | 111,767 | 487,352,298 |
Additional Information: Next Meats Co., Ltd. is a Japanese Company that operates in the “alternative meat” industry. It currently offers, and plans to continue to offer, artificial chicken and beef products made from meat substitutes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Share Cancellation and Exchange Agreement dated June 9, 2021* |
*Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Next Meats Holdings, Inc. |
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| Dated: June 9, 2021 | /s/ Ryo Shirai |
| | Ryo Shirai Chief Executive Officer |
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