Next Meats : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

On or about September 7, 2023, the Company entered into an agreement for the purchase of 40,168,092 shares of the Company's restricted Common Stock from Ryo Shirai, a Japanese Citizen and our former Chief Executive Officer, at a price of $0.001 per share of Common Stock. The transaction was completed, and recorded, by the Company's transfer agent on October 23, 2023, at which time the 40,168,092 resumed the status of Treasury Shares. The total subscription amount paid by the Company was approximately $40,168. At this time, Ryo Shirai is not a related party to the Company.

The aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sale of shares was made only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Following the sale of restricted common shares to the Company, we now have 462,705,290 shares of Common Stock issued and outstanding as of the date of this report.