Sec Form 4 Filing - White Knight Co., Ltd. @ WB Burgers Asia, Inc. - 2022-11-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
White Knight Co., Ltd.
2. Issuer Name and Ticker or Trading Symbol
WB Burgers Asia, Inc. [ WBBA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3F K MINAMIAOYAMA, 6-6-20 MINAMIAOYAMA, MINATO-KU
3. Date of Earliest Transaction (MM/DD/YY)
11/29/2022
(Street)
TOKYO, M0107-0062
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/29/2022 S 4,597,701 D( 1 ) $ 0.03 525,575,514 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
White Knight Co., Ltd.
3F K MIN AMIAOYAMA, 6-6-20 MINAMIAOYAMA
MINATO-KU
TOKYO, M0107-0062
X
Signatures
Koichi Ishizuka, Chief Executive Officer 12/29/2022
Signature of Reporting Person Date
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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