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): May 24, 2022
Zentrum Holdings, Inc.
|
(Exact name of registrant as specified in its charter) |
Delaware | 000-56221 | 32-0620813 | ||
(state or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
4-30-4F, YotsuyaShinjuku-ku, Tokyo, Japan |
160-0004 | |
(address of principal executive offices) | (zip code) |
+81-3-6303-9988 |
(registrant’s telephone number, including area code) |
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 Zentrum Holdings, Inc.
Item 8.01 Other Events
On May 24, 2022, our largest controlling shareholder, Koichi Ishizuka, sold a total of 3,567,000 shares of restricted common stock of the Company to the following parties in the respective quantities:
Name of Purchaser | Common Shares Purchased | Price Paid Per Share ($) | Total Approximate Amount Paid ($) | ||
---|---|---|---|---|---|
Rei Ishizuka1 | 1,716,000 | 0.0001 | 171.60 | ||
White Knight Co., Ltd. 2 | 1,000,000 | 0.0001 | 100.00 | ||
Eiichi Ueda | 251,000 | 0.0001 | 25.10 | ||
Yuko Takeuchi | 600,000 | 0.0001 | 60.00 | ||
Total | 3,567,000 | 0.0001 | 356.70 |
1 Rei Ishizuka is the wife of Koichi Ishizuka. Koichi Ishizuka is our controlling shareholder, sole officer, and only director.
2 White Knight Co., Ltd. is owned and controlled by Koichi Ishizuka. White Knight Co., Ltd. is a Japanese entity.
In regards to all of the above transactions, Koichi Ishizuka claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made 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 above transactions, Koichi Ishizuka now owns 14,500,000 shares of our Common Stock. Koichi Ishizuka remains our majority controlling shareholder. He also remains our sole officer and director.
The above transactions did not result in a change to our balance of issued and outstanding shares of common stock as the shares were sold from the account of Koichi Ishizuka. As of today’s date we have 20,000,000 shares of Common Stock issued and outstanding.
An unsigned, blank, copy of the specimen subscription used for the aforementioned sale(s) of common shares is attached herein as exhibit 10.1. This Form 8-K does not purport to include full details and or terms of the sale of shares to Rei Ishizuka, White Knight Co., Ltd., Eiichi Ueda, and Yuko Takeuchi.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
10.1 | Specimen Subscription Agreement - Unsigned, Blank Copy |
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.
Zentrum Holdings, Inc. | |
Dated: May 25, 2022 | /s/ Koichi Ishizuka |
Koichi Ishizuka Chief Executive Officer | |