Next Meats : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

On or about December 5, 2023, the Company entered into an agreement for the purchase of 25,112,780 shares of the Company's restricted Common Stock from Hiroki Tajiri, a Japanese Citizen, at a price of $0.001 per share of Common Stock. The transaction was completed, and recorded, by the Company's transfer agent on December 11, 2023, at which time the 25,112,780 shares of common stock were cancelled and resumed the status of Treasury Shares. The total subscription amount paid by the Company was approximately $25,113. At this time, Hiroki Tajiri 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 stock to the Company, we now have 437,592,510 shares of Common Stock issued and outstanding as of the date of this report.