We are a leading globally accessible, web-based gaming platform, offering players an immersive digital space through our flagship HTML5 platform, G123.jp. Our platform showcases a diverse selection of free-to-play games inspired by popular Japanese animations, including Queen’s Blade, So I’m a Spider, So What?, and Goblin Slayer. The HTML5-based G123.jp platform removes common barriers to gameplay, such as downloads, installations, and mandatory registrations, ensuring that seamless, instant access is available to players worldwide across different types of devices, including mobile devices beyond just PCs. As of the date of this prospectus, we have 27 games on our platform and 11 games in pre-registration. According to the Frost & Sullivan Report, we are the largest anime IP-based H5 games platform in 2023 in the world in terms of gross billings. Our primary focus is serving game developers as our core customers by providing a comprehensive platform that helps them generate revenue and reach a global audience. Through our gaming platform, we share revenue generated from players’ in-game purchases worldwide. Leveraging our well-established relationships with leading Japanese animation IP holders, we offer premium IP resources along with ancillary support, as well as distribution and marketing services, to game developers. By collaborating with leading game developers, we bring high-quality and animation-themed gaming experiences to the game players/end-users worldwide. Over the years, we have built strong relationships with IP holders to obtain licenses for high-profile, well-established IPs with dedicated fan bases or those aligned with our strategic goals and target markets. Our agreements with IP holders define the scope of the licenses, including applicable regions, languages, and specific content permitted for game development, as well as royalty terms. Once we obtain IP licenses from IP holders, we provide game developers with seamless and compliant access to these IP resources, ensuring they have the rights needed to integrate IP content into their games. These resources enable developers to leverage the existing popularity of the IPs, attracting a broad audience and enhancing the games’ appeal and success. In addition to granting access to IP resources, we provide comprehensive support to game developers across various aspects of game development and distribution. Our other services include game distribution support including localization and translation of in-game content, IP related design support (such as sound effects, music, and interface elements), game distribution service including hosting games on our platform and distributing games to global audience through our established network and server resources and related software and systems. Additionally, we offer marketing services to game developers, as well as customer support to game developers, ensuring a seamless experience from development to monetization. Historically, our top games and related developers have accounted for a substantial portion of revenues generated from our G123.jp platform. For the six months ended January 31, 2025, Vivid Army and Queen’s Blade Limited Break accounted for 28.6% and 11.9% of our revenues, respectively. For the years ended July 31, 2024 and 2023, Vivid Army and Queen’s Blade Limited Break accounted for 40.3% and 19.6%, and 58.2% and 30.9%, of our revenues, respectively. Additionally, the developer of Queen’s Balde Limited Break launched another game on our platform, namely Strike the Blood Daybreak, in the year ended July 31, 2024, generating approximately 7.4% of our revenue for the same year. For the six months ended January 31, 2025, Strike the Blood Daybreak generated approximately 2.7% of our revenue. Consequently, the developer of Vivid Army was our largest customer, contributing 28.6%, 40.3% and 58.2% of our revenues with Vivid Army alone for the six months ended January 31, 2025 and the years ended July 31, 2024 and 2023, respectively, and the developer of Queen’s Blade Limit Break and Strike The Blood Daybreak was our second-largest customer, contributing 14.6% and 27.0% of our revenue with the two games combined for the six months ended January 31, 2025 and the year ended July 31, 2024, and 30.9% of our revenue with Queen’s Blade Limited Break alone for the year ended July 31, 2023. Additionally, on October 23, 2024, we launched a new game titled So I’m a Spider, So What? Ruler of the Labyrinth on our platform. Revenue generated from this title accounted for approximately 15.9% of our total revenues for the six months ended January 31, 2025. The developer of So I’m a Spider, So What? Ruler of the Labyrinth became our third-largest customer by revenue contribution during the same period. For the six months ended January 31, 2025, the game developer of Legend of the Galactic Heroes: Battle Rondo and Tsukimichi: Moonlit Fantasy was our fourth-largest customer, contributing approximately 12.4% of our total revenue during the period. Of this amount, Legend of the Galactic Heroes: Battle Rondo accounted for 4.8%, while Tsukimichi: Moonlit Fantasy accounted for 7.6%. Revenue from this developer represented less than 10% of our total revenue for the fiscal years ended July 31, 2024 and 2023. No other game developers contributed more than 10% of our revenue in the six months ended January 31, 2025 and the years ended July 31, 2024 and 2023. We expect that our top titles to rotate as more games gain success on our platform. Our mission is to unlock the potential of Japanese animation-based games, offering game developers the digital floor with commercial opportunities and essential supports to turn their craft into financial success, while creating an unforgettable, ad-free, immersive gaming experience featuring beloved Japanese animations for end-users. Our proprietary platform provides comprehensive support to game developers, enabling them to revitalize Japanese animation and deliver engaging, high-quality games that resonate with our end-users. We were founded on one simple belief that business can be a powerful tool to drive meaningful change, and as a gaming platform, our creation was designed to enrich people’s lives and make a lasting positive impact. We strive to create a gaming experience that is not only enjoyable but also widely accessible, helping to connect people with the vibrant world and the rich culture of Japanese animation. Our value positions to game developers and end-users are: • To Empower Game Developers: We level the playing field in the gaming industry by offering game developers a financially viable yet powerful distribution channel alternative to major digital and social media platforms, enabling them to achieve financial success while bypassing the restrictive distribution costs, barriers and protocols. Through our extensive network and long-term partnerships with IP owners, we secure high-value intellectual properties and make them accessible to developers, allowing them to unlock the potential of iconic intellectual properties and transform them into games that captivate global audiences. • To Enhance User Experience: We are committed to delivering high-quality games featuring iconic animations with strong “playability” to end-users, while holding on to the highest standards in providing a user-friendly, seamless, and ad-free gaming experience on our platform. Games distributed on our platform are accessible to a global audience across a variety of devices, including mobile devices, ensuring broad reach and flexibility beyond just PCs. Users can enjoy gameplay on our platform without the hassle of pre-registration, downloads or installations. • To Innovate Game Distribution: We strive to revolutionize the gaming industry by innovating the game distribution model. Partnering with IP holders and game developers upfront, we promote a unique game distribution model that fosters free-to-play games with appealing content with assured quality, which brings values for both game developers and end-users. • To Celebrate Japanese Animation Globally: We are dedicated to bringing the lively worlds of Japanese animation to life through engaging games on our platform, offering fans and enthusiasts worldwide a unique and interactive way to experience their beloved animations and cultural stories. Our principal executive offices are located in Tokyo, Japan.
