Amended Statement of Beneficial Ownership (sc 13d/a)
March 28 2022 - 2:58PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
NEXTPLAY
TECHNOLOGIES, INC.
(Name
of Issuer)
Common
Stock, $ .00001 par value
(Title
of Class of Securities)
65344G102
(CUSIP
Number)
James
G. Dodrill II, Esq.
Law
Office of James G. Dodrill II, P.A.
5800
Hamilton Way
Boca
Raton, FL 33496
(561)
862-0529
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March
28, 2022
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 65344G102 |
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13D |
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Page 2 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nithinan
Boonyawattanapisut |
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐ |
| 3. |
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SEC
USE ONLY
|
| 4. |
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SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or
2(e) ♦ |
| 6. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Thailand |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7.
|
SOLE
VOTING POWER
2,300,204 |
| 8.
|
SHARED
VOTING POWER
17,628,454 |
| 9.
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SOLE
DISPOSITIVE POWER
2,300,204 |
| 10. |
SHARED
DISPOSITIVE POWER
17,628,454 |
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,928,958 |
| 12. |
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.43% |
| 14. |
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TYPE
OF REPORTING PERSON (see instructions)
IN |
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| CUSIP No. 65344G102 |
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13D |
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Page 3 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John
Todd Bonner |
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐ |
| 3. |
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SEC
USE ONLY
|
| 4. |
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SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or
2(e) ♦ |
| 6. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7.
|
SOLE
VOTING POWER
27,500 |
| 8.
|
SHARED
VOTING POWER
19,901,158 |
| 9.
|
SOLE
DISPOSITIVE POWER
27,500 |
| 10. |
SHARED
DISPOSITIVE POWER
19,901,158 |
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19.928,658 |
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.43% |
| 14. |
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TYPE
OF REPORTING PERSON (see instructions)
IN |
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| CUSIP No. 65344G102 |
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13D |
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Page 4 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red
Anchor Trading Corporation |
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐ |
| 3. |
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SEC
USE ONLY
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or
2(e) ♦ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7.
|
SOLE
VOTING POWER
13,666,936 |
| 8.
|
SHARED
VOTING POWER
1,333,333 |
| 9.
|
SOLE
DISPOSITIVE POWER
13,666,936 |
| 10. |
SHARED DISPOSITIVE POWER
1,333,333 |
| 11. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000,269 |
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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| 13. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.11% |
| 14. |
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TYPE
OF REPORTING PERSON (see instructions)
CO |
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| CUSIP No. 65344G102 |
|
13D |
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Page 5 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NextPlay
Holdings LLC |
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or
2(e) ♦ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7.
|
SOLE
VOTING POWER
1,333,333 |
| 8.
|
SHARED
VOTING POWER
|
| 9.
|
SOLE
DISPOSITIVE POWER
1,333,333 |
| 10. |
SHARED DISPOSITIVE POWER |
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,333,333 |
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.17% |
| 14. |
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TYPE
OF REPORTING PERSON (see instructions)
CO |
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| CUSIP No. 65344G102 |
|
13D |
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Page 6 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cern
One Limited |
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or
2(e) ♦ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7.
|
SOLE
VOTING POWER
1,558,046 |
| 8.
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SHARED
VOTING POWER
|
| 9.
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SOLE
DISPOSITIVE POWER
1,558,046 |
| 10. |
SHARED DISPOSITIVE POWER |
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,558,046 |
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.37% |
| 14. |
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TYPE
OF REPORTING PERSON (see instructions)
CO |
| CUSIP No. 65344G102 |
|
13D |
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Page 7
of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Found
Side Ltd |
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or
2(e) ♦ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Seychelles |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7.
|
SOLE
VOTING POWER
1,042,639 |
| 8.
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SHARED
VOTING POWER
|
| 9.
|
SOLE
DISPOSITIVE POWER
1,042,639 |
| 10. |
SHARED DISPOSITIVE POWER |
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,042,639 |
| 12. |
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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| 13. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91% |
| 14. |
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TYPE
OF REPORTING PERSON (see instructions)
CO |
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| CUSIP No. 65344G102 |
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13D |
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Page 8 of 10 Pages |
Item
1. Security and Issuer.
Name
of Issuer: NextPlay Technologies, Inc.
Address
of Issuer’s Principal Executive Offices:
1560
Sawgrass Corporate Parkway, Suite 130
Sunrise,
FL 33323
Title
and Class of Security:
Common
Stock, $.00001 par value
Item
2. Identity and Background.
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(a)-(c) |
This
Schedule 13D is being filed by: (i) Nithinan Boonyawattanapisut, an individual residing at 999/194 Moobaan Kesinee Ville,
Pracha Utit Road, Bangkok, Thailand 10310 who currently serves as the Co-CEO of the Issuer and CEO of HotPlay (Thailand)
Company Ltd, 101 True Digital Park, Pegasus Building, Floor 5th, Room 550, Sukhumvit Road, Bang Chak, Phra Khanong, Bangkok,
Thailand 10260, (ii) John Todd Bonner, an individual residing at 999/194 Moobaan Kesinee Ville, Pracha Utit Road, Bangkok,
Thailand 10310 who currently serves as CEO of Longroot Inc., 101 True Digital Park, Pegasus Building, Floor 5th, Room 550,
Sukhumvit Road, Bang Chak, Phra Khanong, Bangkok, Thailand 10260, (iii) Red Anchor Trading Corp., a British Virgin Islands
corporation with a principal place of business at Morgan & Morgan Building, Pasea Estate, PO Box 958, Road Town, Tortola,
BVI (iv) NextPlay Holdings LLC, a Delaware limited liability company and a majority owned subsidiary of Red Anchor with a
principal place of business at 1013 Centre Road, Suite 403-B 87-1942169, Wilmington, DE 19805, (v) Cern One Limited, a a British
Virgin Islands corporation with a principal place of business at Morgan & Morgan Building, Pasea Estate, PO Box 958, Road
Town, Tortola, BVI, and (vi) Found Side Ltd, a Seychelles corporation with a principal place of business at PGCS Ltd, 2nd
fl, The Quadrant, Manglier St. Victoria, Mahe, Seychelles. |
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(d) |
During the last
five years, none of the Filers has been convicted in a criminal proceeding. |
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(e) |
During the last
five years, none of the Filers was a party to a civil proceeding or a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws. |
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(f) |
(i) Thailand, (ii)
United States of America, (iii) British Virgin Islands (iv) Delaware, (v) British Virgin Islands and (vi) Seychelles. |
Item
3. Source or Amount of Funds or Other Consideration.
Red
Anchor Trading Corp. (“Red Anchor”) acquired its shares directly from the issuer pursuant to a Share Exchange Agreement
(the “HotPlay Exchange Agreement”) for the acquisition of the issued and outstanding shares of HotPlay Enterprise
Limited (“HotPlay”) and pursuant to a Share Exchange Agreement (the “Axion Exchange Agreement”) for the
acquisition of debt held by Red Anchor of Axion Ventures, Inc. (“Axion”). NextPlay Holdings LLC, a majority owned
subsidiary of Red Anchor acquired its shares from Red Anchor without payment. Cern One acquired its shares directly from the issuer
pursuant to the Axion Exchange Agreement for the acquisition of shares of Axion and debt held by Cern One of Axion. Ms.
Boonyawattanapisut acquired 1,985,974 shares in exchange for debt owed to Ms. Boonyawattanapisut by a third party at a price of $2.00 per share and the remainder
of
her shares pursuant to the Axion Exchange Agreement for the acquisition of debt held by Ms. Boonyawattanapisut of Axion and Mr.
Bonner acquired his shares pursuant to the Axion Exchange Agreement for the acquisition of debt held by Mr. Bonner of Axion. Found
Side Limited acquired its shares from Red Anchor as payment in kind for its service rendered to Red Anchor.
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| CUSIP No. 65344G102 |
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13D |
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Page 9 of 10 Pages |
Item
4. Purpose of Transaction.
All
of the shares were acquired for investment purposes. Pursuant to the transactions contemplated by the Share Exchange Agreements,
Ms. Boonyawattanapisut became a director and Co-CEO of the Issuer and Mr. Bonner became a director of the Issuer.
The
Filers may review on an ongoing and continuing basis their investment in the Issuer. The Filers may from time to time acquire
additional securities of the Issuer or sell or otherwise dispose of some or all of the Filer’s securities of the Issuer.
Any transactions that the Filers may pursue may be made at any time and from time to time without prior notice and will depend
upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities of the
Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial market and industry
conditions, other investment and business opportunities available to such Filers, tax considerations and other factors.
Item
5. Interest in Securities of the Issuer.
The
beneficial ownership of the common stock by each Filer at the date hereof is reflected on that Filer’s cover page.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except
as noted below, other than the relationships mentioned above an except for the Joint Filing Agreement, dated August 27, 2021,
filed as an exhibit to this Schedule 13D/A, to the knowledge of the Filers, none of the Filers is a party to any other contracts,
arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the
transfer or voting of any of the securities, finders fees, joint ventures, loan or option agreements, puts or calls,guarantees
of profits, division of profits or loss, or the giving or withholding of proxies. Notwithstanding the foregoing, Red Anchor has
entered into contracts with four parties to acquire an aggregate of 7,307,828 shares of Axion Ventures Inc. (TSXV: "AXV")
in exchange for 1,424,933 shares of the issuer. The
parties are currently unable to effect these transfers, and are unable to determine when they will be able to effect these transfers
because the AXV shares are currently subject to a "Cease Trade Order" imposed by the BC Securities Commission.
Item
7. Material to Be Filed as Exhibits.
7.1. Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G dated August 27, 2021.
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| CUSIP No. 65344G102 |
|
13D |
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Page 10 of 10 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
| Date: March 28, 2022 |
Red Anchor Trading Corp. |
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/s/
Chris Bagguley |
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By: Chris Bagguley |
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Title: Chief Financial Officer |
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| Date: March 28, 2022 |
Cern One Limited |
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/s/
Nithinan Boonyawattanapisut |
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By: Nithinan Boonyawattanapisit |
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Title: Director |
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| Date: March 28, 2022 |
/s/
Nithinan Boonyawattanapisut |
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Nithinan Boonyawattanapisut |
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| Date: March 28, 2022 |
/s/ John
Todd Bonner |
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John Todd Bonner |
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| Date: March 28, 2022 |
Found Side Limited |
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/s/
Chris Bagguley |
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By: Chris Bagguley |
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Title: Chief Financial Officer |
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| Date: March 28, 2022 |
NextPlay Holdings LLC |
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/s/
Chris Bagguley |
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By: Chris Bagguley |
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Title: Chief Financial Officer/Director |
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