Form 8-K - Current report
August 14 2023 - 8:56AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): August 9, 2023
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WB
Burgers Asia, Inc.
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(Exact
name of registrant as specified in its charter) |
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Nevada |
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000-56233 |
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00-0000000 |
(state
or other jurisdiction of incorporation) |
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(Commission
File Number) |
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(IRS
Employer Identification Number) |
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3F
K’s Minamiaoyama
6-6-20
Minamiaoyama, Minato-ku,
Tokyo
107-0062, Japan |
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107-0062 |
(address
of principal executive offices) |
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(zip
code) |
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81-90-6002-4978 |
(registrant’s
telephone number, including area code) |
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N/A |
(former
name or former mailing 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 by check mark whether the registrant
is an emerging growth company as defined in Rule 405 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).
Emerging growth company [X]
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
“We”, “Us”, and or “The Company”
refer to WB Burgers Asia, Inc., a Nevada Corporation.
3.02
Unregistered Sales of Equity Securities
On
August 9, 2023, we sold 434,783 shares of restricted Common Stock to Takahiro Fujiwara, a Japanese Citizen, at a price of $0.023 per
share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $10,000. Takahiro Fujiwara is not a
related party to the Company.
The Company intends to use the proceeds from the aforementioned sale of shares for working
capital.
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 (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 mentioned above, we now have 1,071,153,462 shares of common stock issued
and outstanding as of the date of this report.
Item 9.01 Financial Statements and Exhibits.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly
authorized.
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WB Burgers Asia, Inc. |
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Dated:
August 14, 2023 |
/s/ Koichi Ishizuka |
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Koichi Ishizuka
Chief Executive Officer |
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