Statement of Changes in Beneficial Ownership (4)
December 29 2022 - 9:15AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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White Knight Co., Ltd. |
2. Issuer Name and Ticker or Trading Symbol
WB Burgers Asia, Inc.
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WBBA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3F K MINAMIAOYAMA, 6-6-20 MINAMIAOYAMA, MINATO-KU |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/29/2022 |
(Street)
TOKYO, M0 107-0062
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/29/2022 | | S | | 4597701 | D(1) | $0.03 | 525575514 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On November 29, 2022, the largest controlling shareholder of WB Burgers Asia, Inc., White Knight Co., Ltd., a Japanese Company, owned and controlled by the sole officer and Director of WB Burgers Asia, Inc., Koichi Ishizuka, sold 4,597,701 shares of restricted common stock of the issuer to one Japanese Citizen. Shares were sold pursuant to Regulation S of the Securities Act of 1933, as amended. The aforementioned sale of shares was recorded by the Issuer's transfer agent on December 16, 2022. |
Remarks: Following the aforementioned transaction(s), White Knight Co., Ltd. now owns 525,575,514 shares of common stock in WB Burgers Asia, Inc. White Knight Co., Ltd. also remains the owner of 1,000,000 shares of Preferred Series A Stock of the issuer. Every share of Series A Preferred Stock has super voting rights that allows for 1,000 votes for every vote of Common Stock. White Knight Co., Ltd. remains the majority controlling shareholder of WB Burgers Asia, Inc. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
White Knight Co., Ltd. 3F K MINAMIAOYAMA, 6-6-20 MINAMIAOYAMA MINATO-KU TOKYO, M0 107-0062 |
| X |
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Signatures
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Koichi Ishizuka, Chief Executive Officer | | 12/29/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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