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
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
NAME OF SHAREHOLDER APPROXIMATE SHARES PRO RATA COMMON SHARES
PERCENTILE OWNED OF OF NXMH TO BE ISSUED
SHARES OWNED OF NMCO 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. 19.0575% 21,300 92,877,182
(owned and controlled by Koichi
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,
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
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,
HEXEL Works, Inc. 0.2684% 300 1,308,129
(Represented by Yoichi Nagai,
THREWAYS, Inc. 0.0895% 100 436,044
(Represented by GENKI HIRAI,
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.
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.
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