Form 8-K - Current report
September 29 2023 - 9:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 8, 2022
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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. [ ]
Note: This Form 8-K/A, Amendment No. 1, to our original Form
8-K filed on August 17, 2022 is being filed to amend a clerical error whereas it was previously stated shares were sold to Asset Acceleration
Axis, LLC, a Japanese Company, at a price of $0.032 per share of Common Stock. The shares were sold at a price of approximately $0.034
per share of Common Stock. Accordingly, the clerical error of $0.032 has been corrected to read $0.034, and the total proceeds received
by the Company has also been corrected from $1,026,094 to the correct value of approximately $1,090,226. There have been no other changes
made to the original Form 8-K filed on August 17, 2022. The below information should be read as of August 17, 2022.
“We”, “Us”, and or “The Company”
refer to WB Burgers Asia, Inc.
3.02
Unregistered Sales of Equity Securities
On
August 8, 2022, we sold 1,586,538 shares of restricted Common Stock to Takahiro Fujiwara, a Japanese Citizen, at a price of $0.032
per share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $50,769. Takahiro Fujiwara is
not a related party to the Company.
On
August 8, 2022, we sold 2,403,846 shares of restricted Common Stock to Shokafulin LLP, a Japanese Company, at a price of $0.032 per share
of Common Stock. The total subscription amount paid by Shokafulin LLP was approximately $76,923. Shokafulin LLP is not a related party
to the Company.
On
August 12, 2022, we sold 32,065,458 shares of restricted Common Stock to Asset Acceleration Axis, LLC, a Japanese Company, at a price
of $0.034 per share of Common Stock. The total subscription amount paid by Asset Acceleration Axis, LLC was approximately $1,090,226.
Asset Acceleration Axis, LLC is not a related party to the Company.
The Company intends to use the proceeds from the aforementioned sales 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 shares to the three shareholders mentioned above, we now have 1,050,078,428 shares of Common Stock issued
and outstanding as of August 17, 2022.
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:
September 29, 2023 |
/s/ Koichi Ishizuka |
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Koichi Ishizuka
Chief Executive Officer |
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