UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~December~~May 53, ~~2023~~2024

Next Meats Holdings, Inc.

(Exact name of registrant as specified in its charter)


Nevada	000-56167	85-4008709
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3F 1-16-13 Ebisu Minami Shibuya-ku, Tokyo Japan		150-0022
(address of principal executive offices)		(zip code)

3F 1-16-13 Ebisu Minami Shibuya-ku,

~~81-90-6002-4978~~Tokyo ~~(registrant’s telephone number, including area code)~~Japan

~~N/A~~ (~~former~~Address ~~name~~of orprincipal ~~former~~executive ~~mailing address, if changed since last report~~offices)

81-90-6002-4978

(Registrant’s telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate~~Item by4.01 ~~check~~Changes ~~mark whether the registrant is an emerging growth company as defined~~ in ~~Rule~~Registrant’s ~~405~~Certifying ~~of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~Accountant

~~Emerging~~(a) ~~growth~~Dismissal ~~company [X]~~ of Independent Registered Public Accounting Firm

IfOn anMay ~~emerging~~3, ~~growth company~~2024, ~~indicate~~the byBoard ~~check~~of ~~mark~~Directors ifof ~~the~~Next ~~registrant has~~Meats ~~elected~~Holdings, ~~not~~Inc. to(or ~~use~~ the ~~extended~~“Company”) ~~transition~~approved ~~period~~the ~~for~~dismissal ~~complying~~of ~~with~~BF ~~any~~Borgers ~~new~~CPA orPC ~~revised~~(“BF ~~financial~~Borgers”) ~~accounting~~as ~~standards~~the ~~provided pursuant~~Company’s toindependent ~~Section 13(a)~~registered ofpublic ~~the~~accounting ~~Exchange Act~~firm. ~~[ ]~~

~~Note:~~The ~~“We”,~~reports of BF Borgers on the Company’s ~~“Us”~~consolidated financial statements for the fiscal years ended April 30, ~~“The~~2023 ~~Issuer”~~and April 30, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or ~~“The~~modified ~~Company”~~as ~~refer~~to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to ~~Next~~the ~~Meats~~Company’s ~~Holdings,~~ability ~~Inc.,~~to continue as a ~~Nevada~~going ~~Company~~concern.

~~Item~~During the fiscal years ended April 30, 2023 and April 30, 2022, and through the date of termination, May 3, 2024, there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years.02 ~~Unregistered~~During ~~Sales~~the fiscal years ended April 30, 2023 and April 30, 2022, and through May 3, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of ~~Equity~~Registration ~~Securities~~S-K), except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company’s Annual Report.

OnThe orCompany ~~about~~provided ~~December~~BF 5,Borgers ~~2023,~~with a copy of the disclosure ~~Company~~made ~~entered~~herein ~~into~~in anresponse ~~agreement~~to ~~for~~Item 304(a) of Regulation S-K. In the ~~purchase~~event ofBF ~~25,112,780~~Borgers ~~shares~~does ofnot furnish the Company’s ~~restricted~~with a copy ~~Common~~of ~~Stock~~its ~~from~~letter ~~Hiroki~~addressed ~~Tajiri,~~to athe ~~Japanese~~Securities ~~Citizen, at~~and aExchange ~~price~~Commission of(the ~~$0.001~~“SEC”), ~~per~~pursuant ~~share~~to Item 304(a)(3) of ~~Common~~Regulation ~~Stock.~~S-K, ~~The~~stating ~~transaction~~whether ~~was~~or ~~completed,~~not ~~and~~BF ~~recorded,~~Borgers agrees with the statements made by the Company’s ~~transfer~~in ~~agent~~this onreport, ~~December~~no ~~11,~~further ~~2023,~~action atis ~~which~~required ~~time~~due to the ~~25,112,780 shares~~fact ofthat ~~common~~BF ~~stock~~Borgers ~~were~~is ~~cancelled~~not ~~and~~currently ~~resumed~~permitted to appear or practice before the ~~status~~Commission ofas ~~Treasury~~noted ~~Shares.~~in ~~The~~Staff ~~total~~Statement ~~subscription~~on Issuer ~~amount~~Disclosure ~~paid~~and byReporting ~~the~~Obligations ~~Company~~in ~~was~~Light ~~approximately~~of ~~$25,113.~~Rule At102(e) ~~this~~Order ~~time,~~against ~~Hiroki~~BF ~~Tajiri~~Borgers isCPA ~~not~~PC, awhich ~~related~~was ~~party~~disseminated toby the ~~Company~~SEC this date.

The ~~aforementioned~~Company ~~sale~~is ofcurrently ~~shares~~seeking ~~was~~a ~~conducted~~new ~~pursuant~~independent toregistered ~~Regulation~~public Saccounting offirm. ~~the~~Once ~~Securities~~a ~~Act~~firm ofis ~~1933~~appointed, asthe ~~amended~~Company ~~("Regulation~~will ~~S"). The~~file ~~sale~~a ofsubsequent ~~shares~~Form ~~was made only to non~~8-~~U.S.~~K ~~persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant~~ to ~~offshore transactions,~~announce ~~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~~appointment.

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.

Item 9.01 Financial Statements and Exhibits.

None.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~ registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Next Meats Holdings, Inc.

	Next Meats Holdings, Inc.

Date: May 7, 2024	By	/s/ Koichi Ishizuka
		Koichi Ishizuka
		Chief Executive Officer

Dated: December 13, 2023

By: /s/ Koichi Ishizuka

Koichi Ishizuka,

Chief Executive Officer

-3-

Filing Compare · Next Meats Holdings, Inc.