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OFFON

NEXT MEATS HOLDINGS, INC.

(NXMH)
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NEXT MEATS HOLDINGS, INC. : Other Events, Financial Statements and Exhibits (form 8-K)

09/24/2021 | 02:44pm EST

Item 8.01 Other Events

On or about September 17, 2021, we incorporated NextMeats France, a French Company, that will act as a wholly owned subsidiary of the Company. We intend to utilize Next Meats France to, amongst other things, operate as a reseller and distributor, in France and throughout Europe, of food products currently offered by Next Meats Co., Ltd., a Japanese Company. There are currently no agreements in place between Next Meats Co., Ltd. and NextMeats France, however each entity is currently under common control and shares the same management team.

Next Meats Co., Ltd. is a Japanese Company that operates in the "alternative meat" industry. It currently offers, and plans to continue to offer, amongst other things, artificial chicken and beef products made from meat substitutes. The product offerings from Next Meats Co., Ltd. are currently sold to various food distributors, supermarkets, and restaurant groups.

As previously disclosed in our Form 8-K filed on June 9, 2021, we entered into a "Share Cancellation and Exchange Agreement" (referred to herein as "the Agreement") with Next Meats Co., Ltd. A full copy of the agreement is attached as Exhibit 10.1 to the aforementioned Form 8-K.

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.


Currently, as of the date of this report, NMCO is comprised of the following
parties:

      NAME OF SHAREHOLDER          APPROXIMATE     SHARES  PRO RATA COMMON SHARES
                                    PERCENTILE    OWNED OF  OF NXMH TO BE ISSUED
                                 SHARES OWNED OF    NMCO    TO NMCO SHAREHOLDER
                                       NMCO
Ryo Shirai                           33.4643%      37,402       163,088,842
Hideyuki Sasaki                      33.4643%      37,402       163,088,842
White Knight Co., Ltd.               19.0575%      21,300        92,877,182
(owned and controlled by Koichi
Ishizuka)
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             0.8947%       1,000         4,360,431
(Represented by Mitsugu Kondo,
CEO)
Hideya Marukawa                      0.7158%        800          3,488,345
Keiichi Yogo                         0.7158%        800          3,488,345
Tomonori Yoshinaga                   0.5368%        600          2,616,259
SJ Capital Co., Ltd.                 0.5073%        567          2,472,364
(Represented by Takeshi
Sugisawa)
Okakichi Co., Ltd (Represented       0.3275%        366          1,595,918
by Shigeru Okada, CEO)
CX Inc.                              0.2988%        334          1,456,384
(Represented by Hiromichi Furui,
CEO)
HEXEL Works, Inc.                    0.2684%        300          1,308,129
(Represented by Yoichi Nagai,
CEO)
THREWAYS, Inc.                       0.0895%        100           436,044
(Represented by GENKI HIRAI,
CEO)
Total                               100.0000%     111,767       487,352,298



Following the effective time of the aforementioned Agreement, Next Meats Co., Ltd. will be a wholly owned subsidiary of the Company. At the effective time, Next Meats Co., Ltd. will no longer be our controlling shareholder. At the effective time, collectively, Ryo Shirai Hideyuki Sasaki, and Koichi Ishizuka (directly and indirectly through White Knight Co., Ltd.), will own and control approximately 439,984,935 shares of our common stock.

Currently, the financial statements of Next Meats Co., Ltd. are being audited by BF Borgers CPA PC. We believe the audit will be completed in the weeks to follow, which will be followed up by a Form 8-K filing, to disclose the completion of the acquisition of Next Meats Co., Ltd. by the issuer. There is no guarantee that we will meet the aforementioned timeline.

Information Relating to our Form 10-Q for the Period Ending July 31, 2021

We acknowledge that our Form 10-Q for the period ending July 31, 2021 has not yet been filed. We filed an NT 10-Q that provided us with five additional business days to file the Form 10-Q, but we were unable to meet the additional five day extension period. We intend to file the Form 10-Q next week upon completion of the review by our PCAOB Auditor.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



    Exhibit No. Description
       10.1     Share Cancellation and Exchange Agreement dated June 9, 2021



1 Filed herein by reference to the Form 8-K filed on June 9, 2021.


                                      -1-

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© Edgar Online, source Glimpses

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