5.01 CHANGES IN CONTROL OF REGISTRANT
On or about July 1, 2022, Next Meats Holdings, Inc., a Nevada Company ("NXMH"),
sold 5,000 shares of our Series Z Preferred Stock to White Knight Co., Ltd., a
Japan Company ("WK"), at a price of approximately $147,624 USD (20,000,000
Japanese Yen) ("The Share Purchase Agreement"). White Knight Co., Ltd. is owned
and controlled by our Chief Executive Officer, Koichi Ishizuka. White Knight
Co., Ltd. is deemed to be an accredited investor. The purchase of shares was
made for investment purposes. The consummation of the transaction contemplated
by the Share Purchase Agreement resulted in a change in control of the Company,
with WK becoming the Company's largest controlling shareholder. Previous to the
consummation of the Share Purchase Agreement, the majority shareholders were
comprised jointly of WK, and NXMH.
The Board of Directors of NXMH, WK, and DRFS unanimously approved the above
transaction.
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.
A copy of the Share Purchase Agreement is attached herein as exhibit 10.1. This
Form 8-K does not purport to include full details and or terms of the Share
Purchase Agreement.
Following the aforementioned sale of restricted Series Z Preferred Stock, White
Knight Co., Ltd. now owns 10,000 shares of Series Z Preferred Stock of DRFS,
which equates to approximately 79.22% voting control of the Company, as of the
date of this report. White Knight Co., Ltd. is our majority shareholder. There
have been no changes in the nature of the Company's business plan.
Item 9.01 Exhibits
EXHIBITS TO FORM 8-K
Exhibit Number Description of Exhibit
10.1 Share Purchase Agreement (1)
(1) Filed herewith as an exhibit.
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