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): September 21, 2020
Photozou Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-55806 | 90-1260322 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
4-30-4F, Yotsuya
Shinjuku-ku, Tokyo, 160-0004, Japan
(Address of Principal Executive Offices)
Issuer's telephone number: +81-3-6369-1589
Fax number: +81-3-6369-3727
Email: info@photozou.co.jp
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
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 of this chapter).
Emerging growth company ☒
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 providing pursuant to Section 13(a) of the Exchange Act. ☐
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Item 8.01 Other Events.
References to “We,” “Our,” and “the Company,” refer to Photozou Holdings, Inc., a Delaware Company.
On September 21, 2020, Photozou Co., Ltd., our principal controlling shareholder, entered into a Stock Purchase Agreement (the “Agreement”) with Koichi Ishizuka, our Sole Officer and Director. Pursuant to the closing of the Agreement on September 21, 2020, Photozou Co., Ltd. transferred to Koichi Ishizuka 4,553,200 shares of our common stock, which represents approximately 56.9% of our issued and outstanding common stock, in consideration of JPY6,657,917 (approximately $60,500).
Photozou Co., Ltd. was and remains owned and controlled entirely by Koichi Ishizuka, and as result is deemed to be a related party. Given Koichi Ishizuka’s prior control of the Company through Photozou Co., Ltd., we do not believe that this transaction is deemed to be a change in control of the Company.
The foregoing description of the Stock Purchase does not purport to be a complete description of the terms of the Agreement and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Exhibits.
| Exhibit Number | Description of Exhibit |
| 10.1 | Stock Purchase Agreement (by and between Photozou Co., Ltd. and Koichi Ishizuka dated September 21, 2020) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Photozou Holdings, Inc.
Dated: September 23, 2020
By: /s/ Koichi Ishizuka
Koichi Ishizuka
President and Director
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STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered on September 21, 2020 by and between Photozou Co., Ltd. whose address is 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan, ("Seller") and Koichi Ishizuka whose address is 3-1-21, Chuo, Nakano-ku, Tokyo, 164-0011, Japan ("Purchaser");
WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of Photozou Holdings, Inc. ("Corporation"), a Delaware corporation, which Corporation has issued capital stock of 8,000,000 shares of 0.0001 USD par value common stock; and
WHEREAS, the Purchaser desires to purchase from Seller and the Seller desires to sell to Purchaser 4,553,200 shares of common stock of the Corporation for an aggregate purchase price of 60,500 USD (6,657,917 JPY), upon the terms and subject to the conditions hereinafter set forth;
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 September 21, 2020, 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 hereto 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 Osaka, 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, court 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: Photozou Co., Ltd.
By: /s/Koichi Ishizuka
Koichi Ishizuka, President
Purchaser: Koichi Ishizuka
By: /s/Koichi Ishizuka
EXHIBIT "A" AMOUNT AND PAYMENT OF PURCHASE PRICE
(a) Consideration. As total consideration for the purchase and sale of 4,553,200 shares of the Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of 60,500 USD (6,657,917 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 60,500 USD (6,657,917 JPY) to be delivered to Seller upon the execution of this Agreement.
ii. The sum of 60,500 USD (6,657,917 JPY) to be delivered to Seller at Closing.