AIDG AIS Holdings Group Inc (PK)

 

 

 

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): April 1, 2025

 

 

AIS Holdings Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		000-55769		36-4877329
(state or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

2-18-23, Nishiwaseda Shinjuku-Ku, Tokyo, Japan		169-0051
(address of principal executive offices)		(zip code)

 

+81-3-6670-1692

(registrant’s telephone number, including area code)

 

2-41-7-336, ShinsakaeNaka-ku Nagoya-shi, Aichi, 460-0007, Japan

(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).    ☒

 

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.   ☐ 

---

  

Item 1.01 Entry into a Material Definitive Agreement

On April 1, 2025, Takehiro Abe entered into a Share Purchase Agreement (the “Agreement”) with SKYPR LLC, an entity controlled by Ryohei Uetaki, pursuant to which Takehiro Abe sold 18,200,000 shares of his restricted common stock in the Company to SKYPR LLC. These shares, representing approximately 91% of the Company’s outstanding stock, were sold for total consideration of eighty thousand dollars ($80,000). The transaction was consummated on the same date, resulting in a change in control of the Company, with SKYPR LLC becoming the largest controlling stockholder.

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 a non-U.S. person/entity (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. 

Except as described herein, there were no arrangements or understandings among members of both the former and new control groups and their associates with respect to the election of directors or other matters. As required to be disclosed by Item 403(c), there are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

 

The foregoing description of the Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Agreement filed herewith as Exhibit 10.1.

 

Item 5.01 Change in Control of Registrant

 

The information set forth under Item 1.01 above is incorporated by reference into this Item 5.01.

Pursuant to the information disclosed above, in Item 1.01, SKYPR LLC, an entity controlled by Ryohei Uetaki, is now our largest controlling shareholder. Ryohei Uetaki is the controlling party of SKYPR LLC. 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers

On the Closing Date, April 1, 2025, Mr. Takehiro Abe resigned from his positions as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer. Additionally, Mr. Abe resigned from his role as Director, with his resignation becoming effective on the 10th day after the mailing of the Company’s information statement on Schedule 14F-1 to the Company’s stockholders.

On the Closing Date, Mr. Ryohei Uetaki was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

Mr. Abe’s resignation was not due to any disagreement with the Company regarding its operations, policies, or practices. Furthermore, there is no arrangement or understanding between Mr. Uetaki and any other person pursuant to which he was appointed as the Company’s sole officer and director.

Mr. Uetaki does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. At this time, the Company does not have any written employment agreements or other formal compensation agreements with its new officers and director. Compensation arrangements are the subject of ongoing development, and the Company will disclose any compensatory arrangements entered into in the future.

The biographical information of Ryohei Uetaki is below:

Mr. Ryohei Uetaki, age 50, graduated from the Osaka Gakuin University Faculty of Commerce in 1997. In 2000, he founded Zero Step Ltd and became its president. However, Zero Step Ltd ceased operations in 2006. Following that, Mr. Uetaki joined EAZ Holdings Ltd as a director responsible for the company’s marketing efforts, serving in this role until 2007. From 2007 to 2019, he worked as an independent business consultant. Between 2017 and 2018, Mr. Uetaki served as an associate professor at Keio University Graduate School.

On October 25, 2019, Mr. Uetaki was appointed president, CEO, and director of World Scan Project, Inc., a Delaware company. On January 10, 2020, he became the CEO and a member of SKYPR LLC. On January 22, 2020, he was appointed president, CEO, and director of World Scan Project Corporation, a Japanese corporation. On November 18, 2020, he also became the president, CEO, and director of Kids Cell Technologies Corporation.

On April 1, 2025, Mr. Uetaki was appointed the sole officer and director of AIS Holdings Group, Inc., a Delaware company.

Currently, Mr. Uetaki serves as an officer and director of World Scan Project, Inc., World Scan Project Corporation, SKYPR LLC, Kids Cell Technologies Corporation, and AIS Holdings Group, Inc.

Mr. Ryohei Uetaki was appointed the sole officer and director of AIS Holdings Group, Inc. on April 1, 2025, due to his extensive business experience.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

NUMBER	EXHIBIT
10.1	Share Purchase Agreement between AIS Holdings Group, Inc., Takehiro Abe, and SKYPR LLC, dated April 1, 2025 (1)
17.1	Officer and Director Resignation Letter (1)

 

(1) Filed herewith

 

-2-

---

   

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.

 

	AIS Holdings Group, Inc.
Dated:  April 7, 2025	/s/ Ryohei Uetaki
	Ryohei Uetaki Chief Executive Officer

 -3-

 

STOCK PURCHASE AGREEMENT

 

THIS AGREEMENT is made and entered on April 1, 2025 by and between Takehiro Abe whose address is 2-18-9-201, Yobitsugi, Minami-ku, Nagoya-shi, Aichi- ken, 457-0015, Japan, ("Seller") and SKYPR LLC, a Delaware Limited Liability Company whose address is 2-18-23, Nishiwaseda, Shinjuku-Ku Tokyo, 162-0051 Japan ("Purchaser");

WHEREAS, the Seller is authorized to issue the capital stock of AIS Holdings Group, Inc. ("Corporation"), a Delaware corporation, which Corporation has issued capital stock of 20,000,000 shares of 0.0001 USD par value common stock; and

WHEREAS, the Purchaser desires to purchase from Seller and the Seller desires to issue and sell to Purchaser 18,200,000 shares of common stock of the Corporation for an aggregate purchase price of 80,000 USD (12,000,000 JPY), upon the terms and subject to the conditions hereinafter set forth; these shares being sold were exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended because the above 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.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:

1.   PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing the Corporation's Stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement ("Closing") shall be held at Tokyo, Japan, on April 1, 2025, or such other place, date and time as the parties hereto may otherwise agree.

2.   AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and method of payment thereof are fully set out in Exhibit "A" attached here to and made a part hereof.

 

3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:

 

(a) Organization and Standing. Corporation is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate power and authority to carry on its business as it is now being conducted.

(b) Restrictions on Stock.

 

i.   The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

ii.   Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.

iii.   There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.

4.

REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.

Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

5.

GENERAL PROVISIONS

 

(a) Entire Agreement. This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

 

(b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

 

(c) Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of Japan. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Tokyo, Japan. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, cour t costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

 

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.

 

 

 

Signed, sealed and delivered in the presence of:

 

Seller: Takehiro Abe

By: /s/ Takehiro Abe

 

Purchaser: SKYPR LLC

By: /s/ Ryohei Uetaki

Ryohei Uetaki, CEO

 

 

 

EXHIBIT "A" AMOUNT AND PAYMENT OF PURCHASE PRICE

 

(a) Consideration. As total consideration for the purchase and sale of 18,200,000 shares of the Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of 80,000 USD (12,000,000 JPY), such total consideration to be referred to in this Agreement as the "Purchase Price".

(b) Payment. The Purchase Price shall be paid as follows:

 

i.   The sum of 80,000 USD (12,000,000 JPY) to be delivered to Seller at Closing

 

RESIGNATION LETTER

 

April 1, 2025

 

To the Shareholders and Board of Directors of

AIS Holdings Group, Inc., a Delaware Company

 

Ladies and Gentlemen:

 

This letter serves as notice that as of the date hereof, I hereby resign from my position as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer of AIS Holdings Group, Inc. My resignation is not the result of any disagreement with the Corporation on any matter relating to its operation, policies (including accounting or financial policies) or practices.

 

Sincerely,

 

/s/ Takehiro Abe

Takehiro Abe 

v3.25.1

Cover	Apr. 01, 2025
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 01, 2025
Entity File Number	000-55769
Entity Registrant Name	AIS Holdings Group, Inc.
Entity Central Index Key	0001702015
Entity Tax Identification Number	36-4877329
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2-18-23
Entity Address, Address Line Two	Nishiwaseda
Entity Address, City or Town	Shinjuku-Ku
Entity Address, Country	JP
Entity Address, Postal Zip Code	169-0051
Local Phone Number	+81-3-6670-1692
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	2-41-7-336
Entity Address, City or Town	ShinsakaeNaka-ku Nagoya-shi
Entity Address, Country	JP
Entity Address, Postal Zip Code	460-0007

---