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
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐
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3. |
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SEC
USE ONLY
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4. |
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SOURCE
OF FUNDS (see instructions)
OO
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5. |
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or
2(e) ♦
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6. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Thailand
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7. |
SOLE
VOTING POWER
2,300,204
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8. |
SHARED
VOTING POWER
17,628,454
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9. |
SOLE
DISPOSITIVE POWER
2,300,204
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10. |
SHARED
DISPOSITIVE POWER
17,628,454
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11. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,928,958
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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)
17.43%
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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
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐
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3. |
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SEC
USE ONLY
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4. |
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SOURCE
OF FUNDS (see instructions)
OO
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5. |
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or
2(e) ♦
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6. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7. |
SOLE
VOTING POWER
27,500
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8. |
SHARED
VOTING POWER
19,901,158
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9. |
SOLE
DISPOSITIVE POWER
27,500
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10. |
SHARED
DISPOSITIVE POWER
19,901,158
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11. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19.928,658
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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)
17.43%
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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
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐
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3. |
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SEC
USE ONLY
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4. |
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SOURCE
OF FUNDS (see instructions)
OO
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5. |
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or
2(e) ♦
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6. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE
VOTING POWER
13,666,936
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8. |
SHARED
VOTING POWER
1,333,333
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9. |
SOLE
DISPOSITIVE POWER
13,666,936
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10. |
SHARED
DISPOSITIVE POWER
1,333,333 |
11. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000,269
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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)
13.11%
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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
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
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐
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3. |
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SEC
USE ONLY
|
4. |
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SOURCE
OF FUNDS (see instructions)
OO
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5. |
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or
2(e) ♦
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6. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE
VOTING POWER
1,333,333
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8. |
SHARED
VOTING POWER
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9. |
SOLE
DISPOSITIVE POWER
1,333,333
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10. |
SHARED
DISPOSITIVE POWER |
11. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,333,333
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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)
1.17%
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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
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐
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3. |
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SEC
USE ONLY
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4. |
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SOURCE
OF FUNDS (see instructions)
OO
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5. |
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or
2(e) ♦
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6. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE
VOTING POWER
1,558,046
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8. |
SHARED
VOTING POWER
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9. |
SOLE
DISPOSITIVE POWER
1,558,046
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10. |
SHARED
DISPOSITIVE POWER |
11. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,558,046
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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)
1.37%
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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
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
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐
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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) ♦
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6. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Seychelles
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE
VOTING POWER
1,042,639
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8. |
SHARED
VOTING POWER
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9. |
SOLE
DISPOSITIVE POWER
1,042,639
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10. |
SHARED
DISPOSITIVE POWER |
11. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,042,639
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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%
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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 |
|
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 |
NextPlay Technologies (NASDAQ:NXTP)
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