White Knight Files SC 13D/A for Next Meats Holdings

TL;DR

White Knight updated its 13D filing for Next Meats Holdings, Inc. on 4/15/24. Watch for ownership changes.

AI Summary

White Knight Co., Ltd. filed an amendment to its Schedule 13D on April 15, 2024, regarding its holdings in Next Meats Holdings, Inc. The filing indicates a change in the reporting person's beneficial ownership, though specific new ownership percentages or dollar amounts are not detailed in this excerpt. The amendment was filed as of April 15, 2024, with the previous event date being April 4, 2024.

Why It Matters

This filing signals a potential shift in control or significant stake changes for Next Meats Holdings, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to volatility and potential strategic shifts for the company.

Key Numbers

• 20240415 — Filing Date (Date of the SC 13D/A amendment filing.)
• 20240404 — Event Date (Date of the event requiring the amendment.)

Key Players & Entities

• White Knight Co., Ltd. (company) — Reporting Person
• Next Meats Holdings, Inc. (company) — Subject Company
• KOICHI ISHIZUKA (person) — Group Member

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $2.63 — , Inc., a Nevada Company, at a price of $2.63 USD per share, to two Japanese Citizens
• $0.85 — , Inc., a Nevada Company, at a price of $0.85 USD per share, to a Japanese Company, p
• $79,521 — id by Koichi Ishizuka was approximately $79,521. On November 22, 2022, Ryo Shirai sold
• $8,229 — hite Knight Co., Ltd. was approximately $8,229. On November 22, 2022, Hideyuki Sasaki
• $112,863 — hite Knight Co., Ltd. was approximately $112,863. Hideyuki Sasaki is currently the Chief
• $0.0145 — nc. a Nevada Corporation, at a price of $0.0145 USD per share, to a Japanese Citizen. T
• $138,971 — hite Knight Co., Ltd. was approximately $138,971. On January 12, 2024, another Japanese

Filing Documents

• sc13da2_wkkinxmh.htm (SC 13D/A) — 74KB
• 0001599916-24-000104.txt ( ) — 76KB

Security and Issuer

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.

Identity and Background

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

Source or Amount of Funds or Other Consideration

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 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

Purpose of Transaction

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 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

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The aggregate percentage of Common Stock owned by the Reporting Person is based on 437,592,510 shares of common stock outstanding, par value $0.001 per share, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on March 25, 2024. The issued and outstanding shares have remained unchanged as of April 15, 2024. (A) WKC a. Aggregate number of shares beneficially owned: 212,508,202 Percentage: 48.56% 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. (B) Koichi Ishizuka a. Aggregate number of shares beneficially owned: 100,451,120 Percentage: 22.96% 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.

Contracts, Arrangements,

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.

Material to be Filed

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

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: April 15, 2024 White Knight Co., Ltd. By: /s/ Koichi Ishizuka Name: Koichi Ishizuka Title: Chief Executive Officer Koichi Ishizuka, Individually By: /s/ Koichi Ishizuka Name: Koichi Ishizuka 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: April 15, 2024 White Knight Co., Ltd. By: /s/ Koichi Ishizuka Name: Koichi Ishizuka Title: Chief Executive Officer Koichi Ishizuka, Individually By: /s/ Koichi Ishizuka Name: Koichi Ishizuka

View Full Filing

View this SC 13D/A filing on SEC EDGAR