Filing Details
- Accession Number:
- 0001599916-25-000068
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-20 20:00:00
- Filed By:
- Takehiro Abe
- Company:
- Ais Holdings Group Inc.
- Filing Date:
- 2025-05-21
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Takehiro Abe | 0 | 80,000 | 0 | 80,000 | 80,000 | 0.4% |
| LD Square Co., Ltd. | 0 | 20,000 | 0 | 20,000 | 20,000 | 0.1% |
| LD Square LLC | 0 | 20,000 | 0 | 20,000 | 20,000 | 0.1% |
| TOMOKOTA Ltd. | 0 | 20,000 | 0 | 20,000 | 20,000 | 0.1% |
| Tomokotakehiro Ltd. | 0 | 20,000 | 0 | 20,000 | 20,000 | 0.1% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
AIS Holdings Group, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
000000000 (CUSIP Number) |
Takehiro Abe 2-41-7-336, SHINSAKAE, NAKA-KU, NAGOYA-SHI, AICHI, M0, 460-0007 81-70-5042-1800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/18/2017 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Takehiro Abe | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
80,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
On June 18, 2017, the prior controller of AIS Holdings Group, Inc. entered and completed a Share Purchase Agreement with Takehiro Abe. Under the agreement, the prior controller transferred 20,000,000 shares, which represented all issued and outstanding common stock, to Mr. Abe for $34,900.
On September 2, 2019, Takehiro Abe sold 1,800,000 shares of the Company's common stock to 34 investors at a fixed price of $0.03 per share. The sale was conducted under the Company's effective S-1 Registration Statement. Of the 34 investors, 4 were entities controlled by Mr. Abe. Each of these 4 entities purchased 20,000 shares. As a result, Mr. Abe currently holds a total of 80,000 shares of common stock indirectly through four entities: LD Square Co., Ltd., LD Square LLC, Tomokotakehiro Ltd., and TOMOKOTA Ltd., each of which holds 20,000 shares of common stock. Mr. Abe has control over all four entities.
On April 1, 2025, Takehiro Abe entered into a Share Purchase Agreement (the "Agreement") with SKYPR LLC, an entity controlled by Ryohei Uetaki, pursuant to which Takehiro Abe sold 18,200,000 shares of his restricted common stock in the Company to SKYPR LLC. These shares, representing approximately 91% of the Company's outstanding stock, were sold for total consideration of eighty thousand dollars ($80,000). The transaction was consummated on the same date, resulting in a change in control of the Company, with SKYPR LLC becoming the largest controlling stockholder.
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
LD Square Co., 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
On September 2, 2019, Takehiro Abe sold 1,800,000 shares of the Company's common stock to 34 investors at a fixed price of $0.03 per share. The sale was conducted under the Company's effective S-1 Registration Statement. Of the 34 investors, 4 were entities controlled by Mr. Abe. Each of these 4 entities purchased 20,000 shares. As a result, Mr. Abe currently holds a total of 80,000 shares of common stock indirectly through four entities: LD Square Co., Ltd., LD Square LLC, Tomokotakehiro Ltd., and TOMOKOTA Ltd., each of which holds 20,000 shares of common stock. Mr. Abe has control over all four entities.
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
LD Square 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
On September 2, 2019, Takehiro Abe sold 1,800,000 shares of the Company's common stock to 34 investors at a fixed price of $0.03 per share. The sale was conducted under the Company's effective S-1 Registration Statement. Of the 34 investors, 4 were entities controlled by Mr. Abe. Each of these 4 entities purchased 20,000 shares. As a result, Mr. Abe currently holds a total of 80,000 shares of common stock indirectly through four entities: LD Square Co., Ltd., LD Square LLC, Tomokotakehiro Ltd., and TOMOKOTA Ltd., each of which holds 20,000 shares of common stock. Mr. Abe has control over all four entities.
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
TOMOKOTA 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
On September 2, 2019, Takehiro Abe sold 1,800,000 shares of the Company's common stock to 34 investors at a fixed price of $0.03 per share. The sale was conducted under the Company's effective S-1 Registration Statement. Of the 34 investors, 4 were entities controlled by Mr. Abe. Each of these 4 entities purchased 20,000 shares. As a result, Mr. Abe currently holds a total of 80,000 shares of common stock indirectly through four entities: LD Square Co., Ltd., LD Square LLC, Tomokotakehiro Ltd., and TOMOKOTA Ltd., each of which holds 20,000 shares of common stock. Mr. Abe has control over all four entities.
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Tomokotakehiro 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
On September 2, 2019, Takehiro Abe sold 1,800,000 shares of the Company's common stock to 34 investors at a fixed price of $0.03 per share. The sale was conducted under the Company's effective S-1 Registration Statement. Of the 34 investors, 4 were entities controlled by Mr. Abe. Each of these 4 entities purchased 20,000 shares. As a result, Mr. Abe currently holds a total of 80,000 shares of common stock indirectly through four entities: LD Square Co., Ltd., LD Square LLC, Tomokotakehiro Ltd., and TOMOKOTA Ltd., each of which holds 20,000 shares of common stock. Mr. Abe has control over all four entities.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
AIS Holdings Group, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2-41-7-336, SHINSAKAE, NAKA-KU, NAGOYA-SHI, AICHI,
JAPAN
, 460-0007. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by (i) Takehiro Abe, (ii) LD Square Co., Ltd., (iii) LD Square LLC, (iv) Tomokotakehiro Ltd., and (v) TOMOKOTA Ltd. Takehiro Abe controls all of the aforementioned entities.
The above parties are deemed to be the "Reporting Persons" and, may be referred to herein as each a "Reporting Person"). |
| (b) | The address of the business office for Takehiro Abe is 2-18-23, Nishiwaseda Shinjuku-Ku, Tokyo, Japan 162-0051.
The address of LD Square, Co., Ltd. and LD Square, LLC. is 2-18-9-201, Yobitsugi, Minami-ku, Nagoya-shi, Aichi-ken, 457-0015 Japan.
The address of TOMOKOTA, Ltd. and Tomokotakehiro, Ltd. is 306, Victoria House, Victoria, Mahe, Seychelles. |
| (c) | The principal business of LD Square, Co., Ltd., LD Square, LLC., TOMOKOTA, Ltd., and Tomokotakehiro, Ltd. is to act as a holding company for various assets that may be acquired by Takehiro Abe. Mr. Takehiro Abe is an entrepreneur and officer of several companies. |
| (d) | During the last five (5) years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding violations or similar misdemeanors). |
| (e) | During the last five (5) years, none of the Reporting Persons have been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgement, 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. |
| (f) | Takehiro Abe is a Japanese Citizen. LD Square, Co., Ltd., and LD Square, LLC. are domesticated in Japan. TOMOKOTA, Ltd., and Tomokotakehiro, Ltd. are domesticated in the Republic of Seychelles. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On June 18, 2017, the prior controller of AIS Holdings Group, Inc. entered and completed a Share Purchase Agreement with Takehiro Abe. Under the agreement, the prior controller transferred 20,000,000 shares, which represented all issued and outstanding common stock, to Mr. Abe for $34,900.
On September 2, 2019, Takehiro Abe sold 1,800,000 shares of the Company's common stock to 34 investors at a fixed price of $0.03 per share. The sale was conducted under the Company's effective S-1 Registration Statement. Of the 34 investors, 4 were entities controlled by Mr. Abe. Each of these 4 entities purchased 20,000 shares. As a result, Mr. Abe currently holds a total of 80,000 shares of common stock indirectly through four entities: LD Square Co., Ltd., LD Square LLC, Tomokotakehiro Ltd., and TOMOKOTA Ltd., each of which holds 20,000 shares of common stock. Mr. Abe has control over all four entities.
On April 1, 2025, Takehiro Abe entered into a Share Purchase Agreement (the "Agreement") with SKYPR LLC, an entity controlled by Ryohei Uetaki, pursuant to which Takehiro Abe sold 18,200,000 shares of his restricted common stock in the Company to SKYPR LLC. These shares, representing approximately 91% of the Company's outstanding stock, were sold for total consideration of eighty thousand dollars ($80,000). The transaction was consummated on the same date, resulting in a change in control of the Company, with SKYPR LLC becoming the largest controlling stockholder. | |
| Item 4. | Purpose of Transaction |
The shares were purchased and/or sold for investment purposes. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Takehiro Abe
Aggregate number of shares beneficially owned: 80,000
Percentage: 0.4%
LD Square Co., Ltd.
Aggregate number of shares beneficially owned: 20,000
Percentage: 0.1%
LD Square LLC
Aggregate number of shares beneficially owned: 20,000
Percentage: 0.1%
TOMOKOTA Ltd.
Aggregate number of shares beneficially owned: 20,000
Percentage: 0.1%
Tomokotakehiro Ltd.
Aggregate number of shares beneficially owned: 20,000
Percentage: 0.1% |
| (b) | Takehiro Abe
Sole power to vote or direct vote: 0
Shared power to vote or to direct vote: 80,000
Sole power to dispose or to direct disposition: 0
Shared power to dispose or to direct disposition: 80,000
LD Square Co., Ltd.
Sole power to vote or direct vote: 0
Shared power to vote or to direct vote: 20,000
Sole power to dispose or to direct disposition: 0
Shared power to dispose or to direct disposition: 20,000
LD Square LLC
Sole power to vote or direct vote: 0
Shared power to vote or to direct vote: 20,000
Sole power to dispose or to direct disposition: 0
Shared power to dispose or to direct disposition: 20,000
TOMOKOTA Ltd.
Sole power to vote or direct vote: 0
Shared power to vote or to direct vote: 20,000
Sole power to dispose or to direct disposition: 0
Shared power to dispose or to direct disposition: 20,000
Tomokotakehiro Ltd.
Sole power to vote or direct vote: 0
Shared power to vote or to direct vote: 20,000
Sole power to dispose or to direct disposition: 0
Shared power to dispose or to direct disposition: 20,000 |
| (c) | Takehiro Abe has not effected any transactions in the Company's Common Stock during the past 60 days, except as described in this Statement.
LD Square Co., Ltd. has not effected any transactions in the Company's Common Stock during the past 60 days, except as described in this Statement.
LD Square LLC has not effected any transactions in the Company's Common Stock during the past 60 days, except as described in this Statement.
Tomokotakehiro Ltd. has not effected any transactions in the Company's Common Stock during the past 60 days, except as described in this Statement.
TOMOKOTA Ltd. has not effected any transactions in the Company's Common Stock during the past 60 days, except as described in this Statement. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as described in this Statement, there are no contracts, arrangements, understandings, or relationships other than as disclosed among the persons named in Item 2 hereof and any other person, with respect to the securities of the Company. | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement is filed herewith. |
| 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.
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