CUSIP No.
|
65344G102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Thippaporn Ahriyavraromp
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
SC, WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Thailand
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,383,289
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,383,289
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,383,289
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
23.17%1 |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No.
|
65344G102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Jwanwat Ahriyavraromp
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
SC, WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Thailand
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,383,289
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,383,289
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,383,289
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
23.17%2 |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No.
|
65344G102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Trees Roots Entertainment Group Company Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
SC, WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Thailand
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
682,583
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
682,583
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
682,583
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
11.43%3 |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
CUSIP No.
|
65344G102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Athid Nanthawaroon
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Thailand
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
25,672
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
25,672
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
25,672
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.43%4 |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
CUSIP No.
|
65344G102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Thanin Pornsiritivet
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Thailand
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,750
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,750
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,750
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.10%5 |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
Item 1. |
Security and Issuer
|
Item 2. |
Identity and Background
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Date Issued
|
Shares
|
11/16/2021
|
7,580.00 (on a pre-split basis)
|
01/20/2022
|
14,160.00 (on a pre-split basis)
|
05/27/2022
|
25,340.00 (on a pre-split basis)
|
06/22/2022
|
68,200.00 (on a pre-split basis)
|
09/13/2022
|
55,560.00 (on a pre-split basis)
|
01/19/2023
|
4,630.00 (on a post-split basis
|
04/27/2023
|
7,500.00 (on a post-split basis)
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
Reporting Person
|
Number of
Shares with Sole
Voting and
Dispositive
Power
|
Number of Shares
with Shared
Voting and
Dispositive Power
|
Aggregate
Number of Shares
Beneficially Owned
|
Percentage of
Common Stock
Beneficially Owned
|
|
Thippaporn
Ahriyavraromp
|
0
|
1,383,289
|
1,383,289
|
23.17%
|
|
Jwanwat
Ahriyavraromp
|
0
|
1,383,289
|
1,383,289
|
23.17%
|
|
Tree Roots
Entertainment Group
Company Limited
|
0
|
682,583
|
682,583
|
11.43%
|
|
Athid Nanthawaroon
|
25,672
|
0
|
25,672
|
0.43%
|
|
Thanin Pornsiritivet
|
5,750
|
0
|
5,750
|
0.10%
|
Item 6. |
Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer
|
Item 7. |
Material to be Filed as Exhibit
|
Exhibit No.
|
Description
|
||
Joint Filing Agreement, dated September 1, 2023, by and between the Reporting Persons.
|
|||
Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated as of July 21, 2020 (filed as Exhibit 2.1 to the Current Report
on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on July 23, 2020, and incorporated by reference herein)(File No. 001-38402)
|
|||
First Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, entered into October 28, 2020, and dated as of
October 23, 2020 (filed as Exhibit 2.2 to the Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on October 29, 2020, and incorporated by reference herein) (File No. 001-38402)
|
|||
Second Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated November 12, 2020 (filed as Exhibit 2.3 to
the Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on November 18, 2020, and incorporated by reference herein) (File No. 001-38402)
|
|||
Third Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated January 6, 2021 (filed as Exhibit 2.4 to the
Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on November 18, 2020, and incorporated by reference herein) (File No. 001-38402)
|
|||
Fourth Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated February 22, 2021 (filed as Exhibit 2.5 to
the Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on February 26, 2021, and incorporated by reference herein) (File No. 001-38402).
|
|||
Subsidiary Formation and Funding Agreement dated and effective January 12, 2021, by and between Monaker Group, Inc., NextTrip Group, LLC, HotPlay Enterprise Limited, and the stockholders of HotPlay (filed as
Exhibit 10.1 to the Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on January 13, 2021, and incorporated by reference herein) (File No. 001-38402)
|
|||
Voting Agreement, dated and effective February 22, 2021, by and between William Kerby and Donald P. Monaco; each of the shareholders of preferred stock, common stock and/or future shareholders of shares of
common stock, of Monaker Group, Inc., party thereto, and for certain limited purposes, each of the affiliates of such parties’ party thereto (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Monaker Group, Inc. with the
Securities and Exchange Commission on February 26, 2021, and incorporated by reference herein) (File No. 001-38402).
|
|||
Note Purchase Agreement, dated and effective January 8, 2021, by and between HotPlay Enterprise Limited and Tree Roots Entertainment Group Co. Ltd.
|
|||
Amendment to Note Purchase Agreement, dated and effective February 1, 2021, by and between HotPlay Enterprise Limited and Tree Roots Entertainment Group Co. Ltd.
|
|||
Red Anchor Trading Corporation Limited Exchangeable Promissory Note in the principal amount of $200,000 issued to The Ultimate Solutions Limited on September 1, 2020.
|
Share Replacement Agreement, dated and effective as of August 27, 2020, by and between Cern One Limited and Epitome Capital Limited
|
|||
Loan Agreement, effective as of October 28, 2022, by and between Tree Roots Entertainment Group Company Limited (Lender) and HotPlay (Thailand) Company Limited (filed as Exhibit 10.18 to
the Quarterly Report on Form 10-Q by the Issuer with the Securities and Exchange Commission on January 18, 2023, and incorporated by reference herein (File No. 001-38402).
|
|||
10.8 |
Assignment Agreement, dated as of March 8, 2021, between Tree Roots Entertainment Group Company Limited and Tree Roots Entertainment Group Limited | ||
Note Purchase Agreement, dated as of March 5, 2021, between Tree Roots Entertainment Group Limited and The Ultimate Solution Limited.
|
|||
Note Purchase Agreement, dated as of April 7, 2021, between Tree Roots Entertainment Group Limited and The Ultimate Solution Limited.
|
|||
Note Purchase Agreement, dated as of March 9, 2021, between Tree Roots Entertainment Group Limited and Mr. Athid Nanthawaroon.
|
|||
10.12 |
Note Purchase Agreement, dated as of 9th March 2021, between Tree Roots Entertainment Group Limited and Magnolia Quality Development Corporation Limited..
|
||
Note Purchase Agreement, dated as of 9 March, 2021, between Tree Roots Entertainment Group Limited and Mr. Thanin Pornsiritivet.
|
Dated: September 1, 2023
|
||
|
/s/ Jwanwat Ahriyavraromp | |
|
Jwanwat Ahriyavraromp | |
|
/s/ Thippaporn Ahriyavraromp | |
|
Thippaporn Ahriyavraromp | |
|
/s/ Athid Nanthawaroon | |
|
Athid Nanthawaroon | |
|
/s/ Thanin Pornsiritivet | |
|
Thanin Pornsiritivet |
TREE ROOTS ENTERTAINMENT GROUP COMPANY LIMITED |
|
By: | /s/ Jwanwat Ahriyavraromp |
|
Name: | Jwanwat Ahriyavraromp |
|
Title: | Director |
By: | /s/ Athid Nanthawaroon |
|
Name: | Athid Nanthawaroon |
Title: | Director |
Name of director or executive officer
|
Residence or business address
|
Present principal occupation or employment
|
Nationality
|
||||
Mrs. Thippaporn Ahriyavraromp
|
695 Moo 12, Bangkaeo, Bangpli, Samutprakarn, Thailand 10540
TEL.+66 2088 6400
|
Chairman/Executive Director
DTGO Corporation Limited
|
Thailand
|
||||
Mr. Visit Malaisirirat
|
695 Moo 12, Bangkaeo, Bangpli, Samutprakarn, Thailand 10540
TEL. +66 2088 6400
|
CEO/Executive Director
Magnolia Quality Development Corporation Limited
|
Thailand
|
||||
Mr. Athid Nanthawaroon
|
True Digital Park Bld., Room #408, 4th Fl, No. 101
Sukhumvit Road, Bangchak, Prakanong, Bangkok 10260
TEL. +662 2880 4815
|
Executive Director
Tree Roots Entertainment Group Company Limited
|
Thailand
|
||||
Dr. Jwanwat Ahriyavraromp
|
True Digital Park Bld., Room #408, 4th Fl, No. 101
Sukhumvit Road, Bangchak, Prakanong, Bangkok 10260
TEL. +662 2880 4815
|
Chairman/Executive Director
Tree Roots Entertainment Group Company Limited
|
Thailand
|
||||
Mr. Bhakbhume
Tanta-nanta
|
True Digital Park Bld., Room #408, 4th Fl, No. 101
Sukhumvit Road, Bangchak, Prakanong, Bangkok 10260
TEL. +662 2880 4815
|
Executive Director
Tree Roots Entertainment Group Company Limited
|
Thailand
|
||||
Ms. Warunya Punawakul
|
695 Moo 12, Bangkaeo, Bangpli, Samutprakarn, Thailand 10540
TEL. +66 2088 6400
|
Executive Director
DTGO Corporation Limited
|
Thailand
|