Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C.

SCHEDULE 13D

AMENDMENT NO. 2

Under the Securities Exchange Act of 1934

Next Meats Holdings, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

65345L 100

(CUSIP Number)

4-380-4,Nakazawa,Nagaoka-shi,

Niigata, Japan 940-0853

Phone: 08021446711

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 23, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 65345L 100

SCHEDULE 13D

NAME OF REPORTING PERSON

Ryo Shirai

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) [ ]

(b) [ ]

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO ³

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Japan

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

Sole Voting Power – 10,057,468 ^{2,3,4, 5}

Shared Voting Power – 0

Sole Dispositive Power – 10,057,468 ^{2,3,4, 5}

Shared Dispositive Power – 0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,057,468 ^{2,3,4, 5}

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐

PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.174%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	1.	Based on 462,705,290 shares of common stock outstanding, par value $0.001 per share, as reported on the Issuer’s Form 8-K filed with the Securities and Exchange Commission on October 31, 2023.

	2.	On June 9, 2021, Next Meats Holdings, Inc. entered into a “Share Cancellation and Exchange Agreement” (referred to herein as “the Agreement”) with Next Meats Co., Ltd. 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 shareholders of Next Meats Co., Ltd., prior to effectiveness of the aforementioned agreement, are referred to herein as “NMCO shareholders”. Pursuant to the Agreement, and at the Effective Time of the Agreement, which is December 16, 2021, NXMH acquired NMCO resulting in NMCO as a wholly owned subsidiary of NXMH. Immediately prior to the effective time, each NMCO shareholder cancelled and exchanged their percentile share interest in NMCO for an equivalent percentile share interest in NXMH. The cancellation and exchange was conducted and equivalent pursuant to each NMCO shareholder’s pro rata percentage ownership of NMCO.

	3.	Pursuant to the "Share Cancellation and Exchange Agreement", deemed effective on December 16, 2021, Next Meats Co., Ltd. became a wholly owned subsidiary of Next Meats Holdings, Inc., a Nevada Company. This resulted in Next Meats Co., Ltd. owning 0 shares of the issuer, Next Meats Holdings, Inc. Pursuant to the aforementioned agreement, various parties were issued shares of Next Meats Holdings, Inc. Additional details 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 is not deemed to be a purchase or sale of securities. It should be noted that Ryo Shirai, as a result of the aforementioned transaction, became the beneficial owner of 163,088,842 shares of common stock of Next Meats Holdings, Inc.

	4.	On November 22, 2022, Ryo Shirai sold 8,229,451 shares of restricted Common Stock of the Issuer to White Knight Co., Ltd., a Japanese Company owned and controlled by Koichi Ishizuka, the Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Issuer, at a price of $0.001 per share of Common Stock. The total subscription amount paid by White Knight Co., Ltd. was approximately $8,229. Ryo Shirai was formerly the Issuer's Chief Executive Officer and Chairman of the Board of Directors, until his resignations on December 28, 2021. On November 22, 2022, Ryo Shirai sold 79,521,051 shares of restricted Common Stock of the Issuer to Koichi Ishizuka, a Japanese Citizen, at a price of $0.001 per share of Common Stock. The total subscription amount paid by Koichi Ishizuka was approximately $79,521. On November 22, 2022, Ryo Shirai sold 25,112,780 shares of restricted Common Stock of the Issuer to Hiroki Tajiri, a Japanese Citizen, at a price of $0.001 per share of Common Stock. The total subscription amount paid by White Knight Co., Ltd. was approximately $25,113. Hiroki Tajiri is a board member of Next Meats Co., Ltd., a subsidiary of Next Meats Holdings, Inc.

	5.	On or about September 7, 2023, Next Meats Holdings, Inc. entered into an agreement for the purchase of 40,168,092 shares of Next Meats Holdings, Inc.’s restricted Common Stock from Ryo Shirai, a Japanese Citizen and the former Chief Executive Officer of Next Meats Holdings, Inc., at a price of $0.001 per share of Common Stock. The transaction was completed, and recorded, by Next Meats Holdings, Inc.’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 Next Meats Holdings, Inc. was approximately $40,168. At this time, Ryo Shirai is not a related party to the Company.

CUSIP No. 65345L 100

SCHEDULE 13D

SCHEDULE 13D

This Schedule 13D (the “Schedule 13D”), Amendment No. 2, is being filed on behalf of Ryo Shirai, (the “Reporting Person”). This 13D 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”).

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.

Item 2. Identity and Background.

(a)

This Schedule 13D is being filed by (i) Ryo Shirai, a Japanese Citizen, who was the former Chief Executive Officer and Director of Meats Holdings, Inc. Ryo Shirai is deemed to be the “Reporting Person”.

(b)

The address of the Reporting Person is 4-380-4 Nakazawa Nagaoka-shi, Niigata, Japan 940-0853.

(c)

Mr. Ryo Shirai was formerly the Issuer's Chief Executive Officer and Chairman of the Board of Directors, until his resignations on December 28, 2021.

(d)

During the last five (5) years, the Reporting Person has not been convicted in a criminal proceeding (excluding violations or similar misdemeanors).

(e)

During the last five (5) years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgement, decree, or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Ryo Shirai is a Citizen of Japan.

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 ownership of NXMH. At the same time, and pursuant to the aforementioned agreement, also on December 16, 2021, NXMH acquired 100% of 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.

Pursuant to the "Share Cancellation and Exchange Agreement", deemed effective on December 16, 2021, Next Meats Co., Ltd. became a wholly owned subsidiary of Next Meats Holdings, Inc., a Nevada Company. This resulted in Next Meats Co., Ltd. owning 0 shares of the issuer, Next Meats Holdings, Inc. Pursuant to the aforementioned agreement, various parties were issued shares of Next Meats Holdings, Inc. Additional details 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 is not deemed to be a purchase or sale of securities. It should be noted that Ryo Shirai, as a result of the aforementioned transaction, became the beneficial owner of 163,088,842 shares of common stock of Next Meats Holdings, Inc.

On November 22, 2022, Ryo Shirai sold 8,229,451 shares of restricted Common Stock of the Issuer to White Knight Co., Ltd., a Japanese Company owned and controlled by Koichi Ishizuka, the Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Issuer, at a price of $0.001 per share of Common Stock. The total subscription amount paid by White Knight Co., Ltd. was approximately $8,229.

Ryo Shirai was formerly the Issuer's Chief Executive Officer and Chairman of the Board of Directors, until his resignations on December 28, 2021.

On November 22, 2022, Ryo Shirai sold 79,521,051 shares of restricted Common Stock of the Issuer to Koichi Ishizuka, a Japanese Citizen, at a price of $0.001 per share of Common Stock. The total subscription amount paid by Koichi Ishizuka was approximately $79,521.

On November 22, 2022, Ryo Shirai sold 25,112,780 shares of restricted Common Stock of the Issuer to Hiroki Tajiri, a Japanese Citizen, at a price of $0.001 per share of Common Stock. The total subscription amount paid by White Knight Co., Ltd. was approximately $25,113. Hiroki Tajiri is a board member of Next Meats Co., Ltd., a subsidiary of Next Meats Holdings, Inc.

On or about September 7, 2023, Next Meats Holdings, Inc. entered into an agreement for the purchase of 40,168,092 shares of Next Meats Holdings, Inc.’s restricted Common Stock from Ryo Shirai, a Japanese Citizen and the former Chief Executive Officer of Next Meats Holdings, Inc., at a price of $0.001 per share of Common Stock. The transaction was completed, and recorded, by Next Meats Holdings, Inc.’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 Next Meats Holdings, Inc. was approximately $40,168. At this time, Ryo Shirai is not a related party to the Company.

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 ownership of NXMH. At the same time, and pursuant to the aforementioned agreement, also on December 16, 2021, NXMH acquired 100% of 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 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.

Ryo Shirai was formerly the Issuer's Chief Executive Officer and Chairman of the Board of Directors, until his resignations on December 28, 2021.

The aforementioned transactions were conducted for investment purposes.

Except to the extent provided in this Statement, the Reporting Person does not have any current plans or proposals that relate to, or could result in any of the matters referred to in paragraphs (a) through (j) inclusive, of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider their positions and/or change their purposes and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of Common Stock owned by the Reporting Person is based on 502,562,280 shares of common stock outstanding, par value $0.001 per share, as reported on the Issuer’s Form 8-K filed with the Securities and Exchange Commission on December 5, 2022. As of January 17, 2023, there were 502,562,280 shares of common stock outstanding of the Issuer.

(A)

Ryo Shirai

Aggregate number of shares beneficially owned: 10,057,468

Percentage: 2.174%

Sole power to vote or direct vote: 10,057,468

Shared power to vote or to direct vote: 0

Sole power to dispose or to direct disposition: 10,057,468

Shared power to dispose or to direct disposition: 0

Ryo Shirai has not effected any transactions in Common Stock during the past 60 days, except as described in this Statement.

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.

Item 7. Material to be Filed as Exhibits.

Exhibit No. Description

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

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: November 1, 2023

Ryo Shirai, individually

By: /s/ Ryo Shirai

Name: Ryo Shirai

Next Meats (CE) (USOTC:NXMH)
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