| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NextPlay Technologies Inc. [ NXTP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/27/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 07/27/2021 | J(1) | 55,409(2) | A | (1) | 320,410(2) | I | By controlled companies(3) | ||
| Common Stock | 09/24/2021 | J(4) | 229,500(2) | A | (4) | 549,910(2) | I | By controlled companies(3) | ||
| Common Stock | 08/05/2021 | J(5) | 8,296(2) | A | (5) | 8,296(2) | I | By holding company(6) | ||
| Common Stock | 09/24/2021 | J(7) | 142,500(2) | A | (7) | 150,796(2) | I | By holding company(6) | ||
| Common Stock | 09/24/2021 | J(8) | 64,250(2) | A | (8) | 682,583(2) | I | Subsidiary of Tree Roots(9) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of the Issuer were acquired pursuant to a share replacement agreement and other exchange arrangements with Cern One Limited in connection with the share exchange between The Monaker Group Inc., the predecessor to the Issuer, and certain shareholders and debt holders of Axion Venture Inc., including Cern One Limited. |
| 2. On January 6, 2021, the Issuer implemented a reverse stock split at a ratio of 1-for-20 (the "Reverse Split"). The number of shares acquired, pricing information and the number of shares beneficially owned by the Reporting Persons as set forth on this Form 4 have been adjusted to reflect the Reverse Split. |
| 3. Represents shares of the Issuer held by entities, other than Tree Roots Entertainment Group Co. Ltd. ("Tree Roots"), controlled by Dr. Jwanwat Ahriyavraromp and Mrs. Trippaporn Ahriyavraromp. |
| 4. The shares of the Issuer were acquired in settlement of an exchangeable promissory note by HotPlay Enterprise Inc. ("HotPlay") in the amount of $344,350 (on a post-split basis) in connection with the share exchange between the The Monaker Group Inc., the predecessor to the Issuer, and the shareholders of HotPlay. |
| 5. The shares of the Issuer were acquired in settlement of an exchangeable promissory note by Red Anchor Trading Corporation in the amount of $10,000 (on a post-split basis). |
| 6. Acquisition of shares of the Issuer by an entity wholly-owned by Dr. Jwanwat Ahriyavraromp. Mrs. Thippaporn Ahriyavraromp may be deemed to share beneficial ownership over such shares of the Issuer held by such entity. |
| 7. The shares of the Issuer were acquired in settlement of an exchangeable promissory note by HotPlay in the amount of $198,750 (on a post-split basis) in connection with the share exchange between the The Monaker Group Inc., the predecessor to the Issuer, and the shareholders of HotPlay. |
| 8. This acquisition was made by a wholly-owned subsidiary of Tree Roots, a 10% beneficial owner of the Issuer and one of the Reporting Persons, pursuant to the right to subscribe to exchangeable promissory notes in an amount up to $600,000 at a price per share of $0.0625 (all dollar amounts on a post-split basis). In exchange for the partial assignment of such subscription rights, the price payable by the Tree Roots subsidiary was allocated and paid on behalf of the Tree Roots subsidiary by other entities controlled by one or more of the Reporting Persons. |
| 9. Represents acquisition of shares by a wholly-owned subsidiary of Tree Roots. Dr. Jwanwat Ahriyavraromp and Mrs. Thippaporn Ahriyavraromp indirectly beneficially own the shares of the Issuer held by or through Tree Roots. |
| /s/ Jwanwat Ahriyavraromp | 09/07/2023 | |
| /s/ Thippaporn Ahriyavraromp | 09/07/2023 | |
| /s/ J. Ahriyavraromp and A. Nanthawaroon, directors, on behalf of Tree Roots Entertainment Group Company Limited | 09/07/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||