Ishizuka Koichi Form 3 Next Meats / Koichi Ishizuka ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Ishizuka Koichi

(Last) (First) (Middle)

3-1-21, CHUO, NAKANO-KU

(Street)

TOKYO M0 164-0011

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2021

3. Issuer Name and Ticker or Trading Symbol
Next Meats Holdings, Inc. [ NXMH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO, CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	20,930,069	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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 by Next Meats Holdings, Inc. on December 16, 2021. This transaction is not deemed to be a purchase of securities. It should be noted that Koichi Ishizuka also owns 92,877,182 shares of common stock of Next Meats Holdings, Inc. through his controlling interest of White Knight Co., Ltd.

	Koichi Ishizuka	01/03/2022
	** 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 5 (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).
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