Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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AIS Holdings Group, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
000000000 (CUSIP Number) |
Ryohei Uetaki 2-18-23, Nishiwaseda Shinjuku-Ku, Tokyo, M0, 162-0051 81-3-6670-1692 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/01/2025 (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
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
SKYPR 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,200,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
91 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Ryohei Uetaki | ||||||||
| 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
18,200,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
91 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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) SKYPR LLC, a Delaware Limited Liability Company, (ii) Ryohei Uetaki. Ryohei Uetaki has 100% ownership and control of SKYPR LLC.SKYPR and Ryohei Uetaki 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 each of the Reporting Persons is 2-18-23, Nishiwaseda Shinjuku-Ku, Tokyo, Japan 162-0051. |
| (c) | The principal business of SKYPR is to act as a holding company for various assets that may be acquired by Ryohei Uetaki. Mr. Ryohei Uetaki is an entrepreneur and executive officer of several companies operating in the technology industry, |
| (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) | SKYPR is a Delaware Limited Liability Company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The 18,200,000 shares of common stock held by SKYPR LLC of the Issuer were purchased, on April 1, 2025, by SKYPR LLC from Takehiro Abe. | |
| Item 4. | Purpose of Transaction |
The shares were purchased by SKYPR LLC in order to obtain ownership and control of the Issuer.Except to the extent provided in this Statement, none of the Reporting Persons have any current plans or proposals that relate to, or could result in any of the matters referred to in paragraphs (a) through (j) inclusive, of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their positions and/or change their purposes and/or formulate plans or proposals with respect thereto. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | SKYPR LLCAggregate number of shares beneficially owned: 18,200,000Percentage: 91%Ryohei UetakiAggregate number of shares beneficially owned: 18,200,000Percentage: 91% |
| (b) | SKYPR LLCSole power to vote or direct vote: 0Shared power to vote or to direct vote: 18,200,000Sole power to dispose or to direct disposition: 0Shared power to dispose or to direct disposition: 18,200,000Ryohei UetakiSole power to vote or direct vote: 0Shared power to vote or to direct vote: 18,200,000Sole power to dispose or to direct disposition: 0Shared power to dispose or to direct disposition: 18,200,000 |
| (c) | SKYPR LLC has not effected any transactions in the Company's Common Stock during the past 60 days, except as described in this Statement.Ryohei Uetaki 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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