As filed with the Securities and Exchange Commission on September 12, 2025.

Registration No. 333-____________ 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMATUHI HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

AMATUHI HOLDINGS, INC.

Nisseki Yokohama Building, 10th Floor

1-1-8, Sakuragichō, Naka Ward,

Yokohama-shi, Kanagawa, Japan 231-0062

Telephone: +81-45-263-8670

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Law Offices of T. J. Jesky

205 N. Michigan Ave., Suite 810

Chicago, IL 60601-5902

Telephone: 312-894-1030

Email: tj@jeskylaw.com

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

1,000,000 Shares Common Stock

AMATUHI HOLDINGS, INC.

This is the initial public offering of 1,000,000 shares of common stock. The estimated initial public offering price is expected to be in the range of $4.00 to $6.00 per share. For purposes of this prospectus, the assumed initial public offering price per share is $5.00, which is the midpoint of the estimated initial public offering price range. Currently, no public market exists for our common stock. We intend to apply to have our common stock listed on the Nasdaq Capital Market.

We have granted the Underwriters the option, exercisable for 45 days from the date of this prospectus, to purchase up to an additional 150,000 shares from us at the initial public offering price less the underwriting discount and commissions to cover over-allotments.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, as amended, and will be subject to certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Emerging Growth Company Status.”

We will be deemed to be a “controlled company” under the Nasdaq listing rules because Japan Lifestyle No.1 Investment Limited Partnership will own 90.6% of our outstanding common stock upon completion of this offering (90.0 % if the underwriter’s over-allotment option is exercised in full). As a controlled company, we are not required to comply with certain of NASDAQ’s corporate governance requirements. We do not currently intend to take advantage of any of these exceptions. See “Prospectus Summary — Controlled Company.”

Investing in our common stock is highly speculative and involves a significant degree of risk. See “Risk Factors,” which begins on Page 5.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The Underwriters may also exercise their option to purchase up to 150,000 additional shares of common stock from us at the public offering price, less the underwriting discount, for 45 days after the date of this prospectus to cover over-allotments, if any. If the Underwriters exercise the over-allotment option in full, the total underwriting discounts and commissions payable will be $460,000, and the total proceeds to us, before expenses, will be $5,290,000.

The Underwriters expect to deliver the common stock to purchasers in the offering on or about [●], 2025.

Sole Underwriter

Spartan Capital Securities, LLC

The date of this prospectus is [●] , 2025

TABLE OF CONTENTS

About this Prospectus

You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered or made available to you. We have not, and the underwriters have not, authorized anyone to provide you with additional or different information from that contained in this prospectus and any free writing prospectus we have authorized. We and the underwriters take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. “Risk Factors” and “Special Note Regarding Forward-Looking Statements” contain additional information regarding these risks.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of the shares of common stock and the distribution of this prospectus outside of the United States. See “Underwriting.”

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate, and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or food products in this prospectus is not intended to imply a relationship with, or endorsement or sponsorship by, these other parties. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

BASIS OF PRESENTATION

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, may not reflect precise sums.

In this prospectus, “AMATUHI,” “we,” “us,” “our,” or the “Company” refer to AMATUHI HOLDINGS, Inc., a Delaware corporation, and, where applicable, its wholly owned subsidiary, AMATUHI Inc. a Japanese company. Unless otherwise indicated or the context otherwise requires, references to the “parent company” refer to AMATUHI HOLDINGS, Inc.

Prior to this offering, Japan Lifestyle No.1 Investment Limited Partnership beneficially owns 19,475,000 shares of the outstanding common stock of AMATUHI HOLDINGS, Inc., representing 95.0% of the voting power of the Company’s capital stock.

The Company’s fiscal year begins on April 1 and ends on March 31. Our financial statements are prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”).

Enforceability of Civil Liabilities

While Amatuhi Holdings, Inc. is organized under the laws of the State of Delaware, the Company’s headquarters are located outside of the U.S. It is a passive company that acts as a holding company for its subsidiary, which is an operating company. The operating company of the Amatuhi Japan, which is a Japanese corporation. Substantially all the assets and operations of Amatuhi Holdings are located in Japan. Moreover, the Company’s officers and directors Tatsuma Yoshida and Yoshifumi Arita are nationals of Japan and substantially all their assets are located outside the United States.

If an event should occur that results in the liability of the Company or its officers and directors to shareholders, it could be very difficult for the shareholder to process their claims against the Company or an officer and director. For example, it may be difficult for investors to effect service of process in the United Statement and enforce judgments obtained in U.S. courts. Obviously, it could be difficult for the stockholders of the Company to effect service of process within the United States upon the Company’s officers and directors. In addition, there is uncertainty on whether the Courts of Japan would recognize or enforce judgments of U.S. Courts obtained against the Company, officers, directors predicated on the civil liability provisions of the securities laws of the United States or any other laws. It may be difficult or impossible for U.S. investors to collect a judgment against the Company or its officers and directors and therefore, any judgment obtained in the United States against the Company, or its officers or directors may not be enforceable.

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements and related notes included elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the matters set forth under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” sections of this prospectus and our consolidated financial statements and related notes appearing elsewhere in this prospectus, before making an investment decision. All figures are in U.S. dollars, unless otherwise stated.

Company Overview

AMATUHI HOLDINGS, Inc., was incorporated on June 24, 2025 in Delaware to act as the holding company of AMATUHI Inc. AMATUHI Inc. (“AMATUHI”) was incorporated on February 22, 2021 and is an operating company in Japan with the headquarter in Yokohama, Kanagawa and a branch in Osaka. AMATUHI operates under the “AMANEKU” brand in Japan.

Our company operates group homes in Japan for people with disabilities under the brand name of “AMANEKU.” “AMANEKU” is a “communal living assistance” service based on the “Comprehensive Support for Persons with Disabilities Act” which is implemented based on the self-support benefits provided by the Japanese government under the act. The act supports people who wish to live independently so that they can advance toward their respective goals through communal living in small groups and interaction with the local community.

AMANEKU provides group homes with Daytime Service Support, which was established as a result of amendments to the Comprehensive Support for Persons with Disabilities Act, that allows for the provision of extensive 24-hour services in response to the increasing aging population and people with disabilities.

Our primary services to the disable include but are not limited to: Three nutritionally balanced meals daily, counseling and support, assistance with personal care (bathing, dressing, mobility, oral care), medication management, money management, room cleaning, working with medical professionals to provide required medical care and helping our clientele with public assistance, pensions and family matters.

AMANEKU daytime support group homes are mainly two-story buildings with a capacity of 10 residents on each floor. Based on the aging population ins Japan, there is a shortage of group homes for people with severe disabilities. Our Company is working to fulfill the needs of the growing disabled population, by providing a number of services to address their needs.

We are reimbursed for the services we provide to the disabled people through Japanese government funding issued under the Comprehensive Support for Persons with Disabilities Act.

We are engaged in businesses that support the lives of people with disabilities, including the construction of group homes for people with disabilities and social participation for people with disabilities.

We are specialized in designing, constructing and operating group homes for individuals with disabilities. We also focus on providing supportive living environments, particularly for individuals with significant needs through our Daytime Service Support Type group homes. We are expanding within a market characterized by high demand and insufficient supply, positioning ourselves as a key provider addressing critical social needs related to disability care and housing.

AMATUHI specializes in providing communal living assistance (group homes) as defined under Japan’s “Comprehensive Support Law for Persons with Disabilities.” This is a government-regulated sector where services are funded primarily through social security benefits.

Japan Lifestyle No.1 Investment Limited Partnership directly and indirectly controls approximately 95.0% of the voting power of our outstanding capital stock. As a result, it will have the ability to determine all matters requiring approval by stockholders. In other words, the fund will be able to control any action requiring general stockholder approval, including the election of our Board of Directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger or sale of substantially all of our assets.

If we obtain a listing on the Nasdaq Capital Market, we will be a “controlled company” as defined in Nasdaq Listing Rule 5615(c)(1) because more than 50% of our voting power will be held by a single entity — Japan Lifestyle No.1 Investment Limited Partnership — after the offering.

As a “controlled company,” we will be exempt under Nasdaq listing standards from certain corporate governance requirements that would otherwise apply to companies that are not controlled, including the requirements that:

(i) a majority of the Board of Directors consist of “independent” directors as defined under Nasdaq listing standards,

(ii) we have a nominating and corporate governance committee composed entirely of independent directors with a written committee charter, and

(iii) we have a compensation committee composed entirely of independent directors with a written committee charter.

As a result, we will be exempt from the corporate governance requirements under Nasdaq Listing Rules 5605(b)(1), 5605(d), and 5605(e). However, we will remain subject to the requirements of Rule 5605(b)(2) with respect to independent director executive sessions, and Rule 5605(c)(3) with respect to audit committee composition.

Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. In addition, Japan Lifestyle No.1 Investment Limited Partnership, as our controlling shareholder, will have the ability to exercise significant influence over fundamental corporate matters and transactions, and may have interests that differ from those of other stockholders. For additional information, please see “Risk Factors — Risks Related to Our Business and Industry” — If the voting power of our capital stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

As a company with less than $1.235 billion in revenues during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act enacted in 2012 (the “JOBS Act”). As an emerging growth company, we expect to take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We may use these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.235 billion or we issue more than $1.07 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.

Implications of Being a Controlled Company

The “controlled company” exception to the Nasdaq Capital Market rules provides that a company of which more than 50% of the voting power is held by an individual, group or another company, a “controlled company,” need not comply with certain requirements of the Nasdaq corporate governance rules. As of the date of this prospectus, Japan Lifestyle No.1 indirectly beneficially owns an aggregate of 3,895 shares of our common stock, which represents 95.0% of the voting power of our outstanding capital stock. Following this offering, Japan Lifestyle No. 1 Investment Limited Partnership will control approximately 89.5% of the voting power of our outstanding capital stock if all the common stock being offered are hereby sold (or 88.8% of our outstanding voting power if the underwriters’ option to purchase additional shares is exercised in full).

Controlled companies are exempt from the Nasdaq Capital Market’s corporate governance rules requiring that listed companies have (i) a majority of the Board of Directors consist of “independent” directors under the listing standards of the Nasdaq, (ii) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporate governance committee charter meeting the requirements of the Nasdaq, and (iii) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of the Nasdaq. We currently utilize and presently intend to continue to utilize these exemptions. As a result, we may not have a majority of independent directors, our nomination and corporate governance committee and compensation committee may not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq. See also “Management—Board Committees and Director Independence – Controlled Company and Director Independence.”

Corporate Information

We are currently incorporated and in good standing in the State of Delaware where we were formed on June 24, 2025, under the corporate name: AMATUHI HOLDINGS, Inc. Our principal executive offices are located at Nisseki Yokohama Building, 10th Floor, 1-1-8 Sakuragichō, Naka Ward, Yokohama, Kanagawa 231-0062, Japan, and our telephone number is +81-45-263-8670. Our website address is https://amatuhi.co.jp. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our common stock.

THE OFFERING

Unless we indicate otherwise, all information in this prospectus:

Risk Factors Summary

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described in “Risk Factors” before making a decision to invest in our common stock. If any of these risks actually occur, our business, financial condition and results of operations would likely be materially adversely affected. In such a case, the trading price of our common stock would likely decline, and you may lose all or part of your investment. These risks are discussed more fully in the “Risk Factors” section immediately following this Risk Factor Summary.

RISK FACTORS

An investment in our securities carries a significant degree of risk. You should carefully consider the following risks, as well as the other information contained in this prospectus, including our historical financial statements and related notes included elsewhere in this prospectus, before you decide to purchase our securities. Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our common shares. Refer to “Special Note Regarding Forward-Looking Statements.”

We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.

Risks Related to Our Business and Industry

Our long-term success is highly dependent on our ability to successfully identify and secure appropriate sites and timely develop and expand our operations in existing and new markets.

One of the key means of achieving our growth strategies will be through opening and operating new group homes on a profitable basis for the foreseeable future. We opened 11 group homes by March 31, 2024. We opened 18 new group homes in the fiscal year ended March 31, 2025. It is management’s goal to open and operate 48 group homes by the end of the fiscal year ending March 31, 2026. We need to identify target markets where we can enter or expand, taking into account numerous factors such as the locations of our current group homes, demographics, the number of disabled people in the area needing services and information gathered from various sources. We may not be able to open our planned new group homes within budget or on a timely basis, if at all, given the uncertainty of these factors, which could adversely affect our business, financial condition and results of operations. As we operate more group homes, our rate of expansion relative to the size of our group homes base will eventually decline.

The number and timing of new group homes opened during any given period may be negatively impacted by a number of factors including, without limitation:

Accordingly, we cannot assure you that we will be able to successfully expand as we may not correctly analyze the suitability of a location or anticipate all of the challenges imposed by expanding our operations. Our growth strategy, and the substantial investment associated with the development of each new group home, may cause our operating results to fluctuate and be unpredictable or adversely affect our business, financial condition or results of operations. If we are unable to expand in existing markets or penetrate new markets, our ability to increase our sales and profitability may be materially harmed or we may face losses.

Our group homes are geographically concentrated in Japan and we could be negatively affected by conditions specific to these areas.

We are headquartered in Yokohama, Kanagawa, with a branch in Osaka Japan. Adverse changes in demographic, unemployment, economic, regulatory or weather conditions in Japan may have, material adverse effects on our business, financial condition or results of operations. As a result of our concentration in these markets, we have been, and in the future may be, disproportionately affected by adverse conditions in either of these markets compared to other chain facilities with a national footprint.

Our expansion into new markets may present increased risks due in part to our unfamiliarity with the areas and also due to consumer unfamiliarity with our disability support services concept and may make our future results unpredictable.

As of June 15, 2025, we operate our group homes in Kanagawa, Tokyo, Chiba, and Saitama, Japan. We plan to continue to increase the number of our group homes in the next several years as part of our expansion strategy. This growth strategy and the substantial investment associated with the development of each new group home may cause our operating results to fluctuate and be unpredictable or adversely affect our business, financial condition or results of operations. Group homes we open in new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy or operating costs than group homes we open in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets and there may be little or no market awareness of our brand in these new markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We also may find it more difficult in new markets to hire, motivate and keep qualified employees who share our vision, passion and business culture. If we do not successfully execute our plans to enter new markets, our business, financial condition or results of operations could be materially adversely affected.

New group homes, once opened, may not be profitable, and the increases in average group home sales and comparable group home sales that we have experienced in the past may not be indicative of future results.

Our new group homes have historically tended to gain recognition and sales as the number of months in operation increases, with no “honeymoon” period during which sales generally rise at the time of opening. In new markets, the length of time before average sales for new group home stabilize is less predictable as a result of our limited knowledge of these markets and consumers’ limited awareness of our brand. There are no assurances that new group homes in the future may not be profitable, and their sales performance may not follow historical patterns. In addition, our average group home sales and comparable group home sales may not increase at the rates achieved over the past several years. Our ability to operate new group homes profitably and increase average group home sales and comparable group home sales will depend on many factors, some of which are beyond our control, including:

If our new group homes do not perform as planned, our business and future prospects could be harmed. In addition, if we are unable to achieve our expected average group home sales, our business, financial condition or results of operations could be adversely affected.

Our sales and profit growth could be adversely affected if comparable group sales are less than we expect.

The level of comparable group sales growth, which represents the change in year-over-year sales for group homes open for at least 18 months, could affect our sales growth. Our ability to increase comparable group home sales depends in part on our ability to successfully implement our initiatives to build sales. It is possible such initiatives will not be successful, that we will not achieve our target comparable group home sales growth or that the change in comparable group home sales could be negative, which may cause a decrease in our profitability and would materially adversely affect our business, financial condition or results of operations.

Our failure to manage our growth effectively could harm our business and operating results.

Our growth plan includes opening new group homes each year. Our existing group home management systems, financial and management controls and information systems may be inadequate to support our planned expansion. Managing our growth effectively will require us to continue to enhance these systems, procedures and controls and to hire, train and retain managers and team members. We may not respond quickly enough to the changing demands that our expansion will impose on our management, facility teams and existing infrastructure which could harm our business, financial condition or results of operations.

Difficulties recruiting, training and retaining employees could adversely affect our business.

Our ability to grow our business through planned expansion in the number of group homes we operate depends in large part on our ability to recruit, train employees for such facilities. The industry in dealing with people with disabilities has a high turnover rate. There is no assurance we will be successful in recruiting, training and retaining a sufficient number of employees to support our existing group homes as well as our future group homes from our planned expansion.

In addition to the expected increased costs of labor, if we are unable to identify and recruit a sufficient number of employees to meet our growing needs, we may need to decrease the operating hours of some of our group homes, which would result in lost sales.

We place a heavy emphasis on the qualification and training of our employees and spend a significant amount of time and money training them. Any inability to recruit and retain qualified employees may result in higher turnover and increased labor costs, and could compromise the quality of our service, all of which could adversely affect our business. Any such inability could also delay the planned openings of new group homes and could adversely impact our existing group homes. Such increased costs of attracting qualified employees or delays in group home openings could adversely affect our business, financial condition and results of operations.

A decline of people with disabilities where our group homes are located could negatively affect our facility sales.

Our group homes are primarily located in Tokyo, Kanagawa, Chiba and Saitama area. We depend on servicing people with physical and mental disabilities to our group homes. Factors that may result in declining resident rates include economic or political conditions, changes in government subsidy or other factors, which may adversely affect our business, financial condition or results of operations.

We have historically received payment for self-support benefits provided by the Japanese government based on the Comprehensive Support Act for Persons with Disabilities.

For our operation of group homes, we are dependent on continuous payments for self-support benefits from the Japanese government based on the Comprehensive Support Act for Persons with Disabilities. We are funded under the Act on Providing Comprehensive Support for the Daily Life and Life in Society of Persons with Disabilities [Act No. 123 of November 7, 2005]. Under the Act, we are reimbursed through people who receive disability payments from the government. It is the recipients of these disability checks that pay for our services. We are highly dependent that that this Act continues to make these payments to people with disabilities. Our financial performance is heavily reliant on the continuity and structure of government funding programs. If these disability payments are cut or curtailed, it would adversely affect our business.

Opening new group homes in existing markets may negatively affect sales at our existing group homes.

The target area of our group homes varies by location, depending on a number of factors, including population density, other local retail and business attractions, area demographics and geography. As a result, the opening of a new group home in or near markets in which we already have group home could adversely affect the revenues of these existing group homes and thereby adversely affect our business, financial condition or results of operations. Existing facilities could also make it more difficult to build our consumer base for a new group home in the same market. Our core business strategy does not entail opening new group homes that we believe will materially affect sales at our existing group homes, but we may selectively open new group homes in and around areas of existing group homes that are operating at or near capacity to effectively serve our guests. Sales cannibalization between our group homes may become significant in the future as we continue to expand our operations and could affect our sales growth, which could, in turn, materially adversely affect our business, financial condition or results of operations.

Operating results at our facilities could be significantly affected by competition in the facility industry in general and, in particular, within the dining segments of the facility industry in which we compete.

We face significant competition from a variety of competitive group homes. Our competition continues to intensify as competitors open new locations. We also compete with many facilities for site locations and group home-level employees.

Negative publicity relating to one of our group homes could reduce sales at some or all of our other group homes.

Our success is dependent in part upon our ability to maintain and enhance the value of our brand and people who need services for their disabilities. We may, from time to time, be faced with negative publicity relating to our group homes and services offered. The negative impact of adverse publicity relating to one group homes may extend far beyond the group home involved to affect some or all of our other group homes, thereby causing an adverse effect on our business, financial condition or results of operations.

The considerable expansion in the use of social media over recent years can further amplify any negative publicity that could be generated by such incidents. Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted on such platforms may be adverse to our interests and/or may be inaccurate. The dissemination of inaccurate or irresponsible information online could harm our business, reputation, prospects, financial condition, or results of operations, regardless of the information’s accuracy. The damage may be immediate without affording us an opportunity for redress or correction.

Additionally, employee claims against us based on, among other things, wage and hour violations, discrimination, harassment or wrongful termination may also create negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be used to benefit the future performance of our operations. A significant increase in the number of these claims or an increase in the number of successful claims could materially adversely affect our business, financial condition or results of operations. Consumer demand for our facilities and our brand’s value could diminish significantly if any such incidents or other matters create negative publicity or otherwise erode consumer confidence in us or our group homes, which would likely result in lower sales and could materially adversely affect our business, financial condition or results of operations.

We must achieve solid occupancy rates at rental prices that enable us to offset the lease.

Our business depends substantially on property owners leasing to us group homes that meet our criteria on lease terms and work within our business model. We may be unable to negotiate satisfactory leases or other arrangements to operate new group homes, on board new group homes in a timely manner, or renew or replace existing group homes on satisfactory terms or at all. The pricing terms under these leases thus become relatively fixed costs and we must achieve occupancy rates at rental prices that enable us to offset the lease, maintenance and operations costs of each group home in order to be profitable. We may not accurately predict future demand for our group homes, market them in a manner that achieves desired occupancy rates, or set proper rental terms that ensure profitability of each group home or profitability of our group home portfolio in its entirety.

We rely on information technology, and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business.

We rely providing disability services and individual health information systems, Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these systems. Failures of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in the security of these systems could result in delays in customer service and reduce efficiency in our operations. Remediation of such problems could result in significant, unplanned capital investments.

Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could materially adversely impact our business, financial condition or results of operations.

Our marketing efforts rely heavily on the use of social media. In recent years, there has been a marked increase in the use of social media platforms, including weblogs (blogs), mini-blogs, chat platforms, social media websites, and other forms of Internet-based communications which allow individuals access to a broad audience of consumers and other interested persons. Many of our competitors are expanding their use of social media, and new social media platforms are rapidly being developed, potentially making more traditional social media platforms obsolete. As a result, we need to continuously innovate and develop our social media strategies in order to maintain broad appeal with guests and brand relevance. We also continue to invest in other digital marketing initiatives that allow us to reach our guests across multiple digital channels and build their awareness of, engagement with, and loyalty to our brand. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher sales or increased brand recognition.

Our current insurance may not provide adequate levels of coverage against claims.

There are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such losses could have a material adverse effect on our business, financial condition or results of operations. In addition, our current insurance policies may not be adequate to protect us from liabilities that we incur in our business in areas such as workers’ compensation, general liability and property. In the future, our insurance premiums may increase, and we may not be able to obtain similar levels of insurance on reasonable terms, or at all. Any substantial inadequacy of, or inability to obtain, insurance coverage could materially adversely affect our business, financial condition and results of operations. As a public company, we intend to adjust our existing directors’ and officers’ insurance. While we expect to obtain such coverage, we may not be able to obtain such coverage at all or at a reasonable cost now or in the future. Failure to obtain and maintain adequate directors’ and officers’ insurance would likely adversely affect our ability to attract and retain qualified officers and directors.

Failure to obtain and maintain required licenses and permits or to comply with opening our group homes could harm our business, financial condition or results of operations.

Our industry is subject to various government regulations, including those relating to the care of people with disabilities. Such regulations are subject to change from time to time. The failure to obtain and maintain licenses, permits and approvals relating to such regulations could adversely affect our business, financial condition or results of operations. Typically, licenses must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations. Difficulties or failure to maintain or obtain the required licenses and approvals could adversely affect our existing group homes and delay or result in our decision to cancel the opening of new group homes, which would adversely affect our business, financial condition or results of operations.

If the benefits of any proposed expansion do not meet the expectations of investors, stockholders or financial analysts, the market price of our common stock may decline.

If the benefits of any proposed expansion do not meet the expectations of investors or securities analysts, the market price of our common stock prior to the closing of the proposed acquisition may decline. The market values of our common stock at the time of the proposed acquisition may vary significantly from their prices on the date the acquisition target was identified.

In addition, broad market and industry factors may materially harm the market price of our common stock irrespective of our operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

We may need capital in the future, and we may not be able to raise that capital on favorable terms.

Developing our business will require significant capital in the future. Historically, our main sources of liquidity have been operating cash flows and financing from financial institutions. As of June 30, 2025, we had accounts payable and accrued expenses of $8,700,000, operating lease liabilities of $3,058,000 and finance lease liabilities of $30,696,000. As of March 31, 2025, we had accounts payable and accrued expenses of $5,542,000, operating lease liabilities of $2,539,000 and finance lease liabilities of $25,784,000. Additionally, as of June 30, 2025 and March 31, 2025, the Company had total borrowings of $25,194,000 and $15,737,000, respectively, of which $24,009,000 and $14,508,000, respectively, was secured by certain of the Company’s assets. After the completion of this offering, we do not expect to receive any additional capital contributions. For investment funds for new group homes in Japan, we plan to increase our borrowings from financial institutions in Japan. There can be no assurance that the Company will enter into such agreements on the terms contemplated, if at all, or that any such will be repaid with earnings and within the time period described in the preceding sentence. See “Use of Proceeds.” To meet our capital needs, we expect to rely on cash flows from operations, the proceeds from this offering, future offerings and other third-party financing. Third-party financing in the future may not, however, be available on terms favorable to us, or at all. Our ability to obtain additional funding will be subject to various factors, including market conditions, our operating performance, lender sentiment and our ability to incur additional debt in compliance with other contractual restrictions such as financial covenants under term loans or other debt documents. These factors may make the timing, amount, or terms and conditions of additional financing unattractive. Our inability to raise capital could impede our growth and could materially adversely affect our business, financial condition or results of operations.

If any customer accounts for a significant portion of our revenue in our operations, the loss of any such customers or a material decline in the transaction would have an adverse effect on our operating results

For the fiscal years ended March 31, 2025 and 2024, there were customers who accounted for more than 10% of the Company’s total revenue. There are no guarantees that these customers will continue to generate revenue for us. If the concentration with major customers fails to occur in our future operations, any decline in such customers’ transaction volume would lower our revenues, which would adversely affect our operating results.

Because the Amatuhi’s headquarters are located outside of the U.S., U.S. investors may experience difficulties in attempting to effect service of process and in enforcing a judgment pursuant to U.S. federal securities law.

While the Company is organized under the laws of the State of Delaware, the Company’s headquarters are located in Japan. Consequently, it may be difficult for investors to affect service of process in the U.S. and to enforce judgments obtained in U.S. courts. It may be difficult or impossible for U.S. investors to collect a judgment against us. Any judgment obtained in the U.S. against us may not be enforceable. (See Also “Enforceability of Civil Liabilities.”)

Because the Company’s officers and directors are not residents of the United States, it may be difficult for U.S. investors to enforce any judgment liabilities against them.

If an event occurs that results in any liability of any of its officers and directors, shareholders will probably have difficulty in enforcing such liabilities, because its officers and directors reside outside of the United States. Even if personal service is accomplished and a judgment is entered against a person, the shareholder would then have to locate assets of that person, and register the judgment in the foreign jurisdiction where his or her assets are located. Accordingly, it may be difficult to enforce any liabilities against its officers and directors. (See Also “Enforceability of Civil Liabilities.”)

Risks Related to Management and Employees

If the voting power of our capital stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

Currently, Japan Lifestyle No. 1 Investment Limited Partnership beneficially owns an aggregate of 19,475,000 shares of our Common Stock, which represents 95% of the voting power of our outstanding capital stock. Following this offering, Japan Lifestyle No. 1 Investment Limited Partnership will control approximately 90.6% of the voting power of our outstanding capital stock if all the Common Stock being offered are hereby sold (or 90.0% of our outstanding voting power if the underwriters’ option to purchase additional shares is exercised in full). As a result, Japan Lifestyle No. 1 Investment Limited Partnership will have majority voting power over all matters requiring stockholder votes, including: the election of directors; mergers, consolidations and acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; amendments to our certificate of incorporation or our bylaws; and our winding up and dissolution.

This concentration of voting power may delay, deter or prevent acts that would be favored by our other stockholders. The interests of Japan Lifestyle No. 1 Investment Limited Partnership may not always coincide with our interests or the interests of our other stockholders. This concentration of voting power may also have the effect of delaying, preventing or deterring a change in control of us. Also, Japan Lifestyle No. 1 Investment Limited Partnership may seek to cause us to take courses of action that, in his judgment, could enhance his investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders, including investors in this offering. As a result, the market price of our common stock could decline, or stockholders might not receive a premium over the current market price of our common stock upon a change in control. In addition, this concentration of voting power may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with significant stockholders. See “Executive and Director Compensation” and “Description of Securities.”

As a controlled company, we are not subject to all of the corporate governance rules of the Nasdaq.

The “controlled company” exception to the Nasdaq Capital Market rules provides that a company of which more than 50% of the voting power is held by an individual, group or another company, a “controlled company,” need not comply with certain requirements of the Nasdaq Capital Market corporate governance rules. As of the date of this prospectus, Japan Lifestyle No. 1 Investment Limited Partnership beneficially owns an aggregate of 19,475,000 shares of our Common Stock, which represents 95% of the voting power of our outstanding capital stock. Following this offering, Japan Lifestyle No. 1 Investment Limited Partnership will control approximately 90.6% of the voting power of our outstanding capital stock if all the Common Stock being offered are hereby sold (or 90.0% of our outstanding voting power if the underwriters’ option to purchase additional shares is exercised in full). If we obtain a listing on Nasdaq Capital Market, we will be a “controlled company” within the meaning of the corporate governance rules of the Nasdaq. Controlled companies are exempt from the Nasdaq’s corporate governance rules requiring that listed companies have (i) a majority of the Board of Directors consist of “independent” directors under the listing standards of the Nasdaq, (ii) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporate governance committee charter meeting the requirements of the Nasdaq, and (iii) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of the Nasdaq. We intend to utilize certain of these exemptions. More specifically, although we intend to have a majority of independent directors on our Board of Directors, we do not intend to have a nomination and corporate governance committee or a compensation committee. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq. See “Management — Board Committees and Director Independence — Controlled Company and Director Independence.”

We depend on our senior management team and other key employees, and the loss of one or more key personnel or an inability to attract, hire, integrate and retain highly skilled personnel could have an adverse effect on our business, financial condition or results of operations.

Our success depends largely upon the continued services of our key executives. We also rely on our leadership team in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying expansion opportunities, arranging necessary financing, and for general and administrative functions. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. The loss or replacement of one or more of our executive officers or other key employees could have a serious adverse effect on our business, financial condition or results of operations.

We might not be successful in continuing to attract and retain qualified personnel. Failure to identify, hire and retain necessary key personnel could have a material adverse effect on our business, financial condition or results of operations.

Our management does not have experience managing a U.S. public company and our current resources may not be sufficient to fulfill our public company obligations.

Following the closing of this offering, we will be subject to various regulatory requirements, including those of the SEC and the Nasdaq Capital Market. These requirements include recordkeeping, financial reporting and corporate governance rules and regulations. Our management team does not have experience in managing a U.S. public company and, historically, has not had the resources typically found in a public company. Our internal infrastructure may not be adequate to support our increased reporting obligations and we may be unable to hire, train or retain necessary staff and may be reliant on engaging outside consultants or professionals to overcome our lack of experience or employees. Our business, financial condition or results of operations could be adversely affected if our internal infrastructure is inadequate, including if we are unable to engage outside consultants or are otherwise unable to fulfill our public company obligations.

Labor disputes may disrupt our operations and affect our profitability, thereby causing a material adverse effect on our business, financial condition or results of operations.

As an employer, we are presently, and may in the future be, subject to various employment-related claims, such as individual or class actions or government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour, labor standards or healthcare and benefit issues. The courts in Japan tend to favor employees, and arbitrary dismissals can lead to legal issues. Employers are required to show socially acceptable reasons for any termination of employment, which means providing a valid reason for termination. Advance notice or payment in lieu of notice of termination is also mandatory. Any future actions brought against us and successful in whole or in part, may affect our ability to compete or could materially adversely affect our business, financial condition or results of operations.

Changes in employment laws may adversely affect our business, financial condition, results of operations or cash flow.

Various labor laws govern the relationship with our employees and affect operating costs. These laws include employee classification as exempt/non-exempt for overtime and other purposes, minimum wage requirements, unemployment tax rates, workers’ compensation rates, and other wage and benefit requirements. Significant additional government-imposed increases in the following areas could materially affect our business, financial condition, operating results or cash flow:

If we face labor shortages, increased labor costs or unionization activities, our growth, business, financial condition and operating results could be adversely affected.

Labor is a primary component in the cost of operating our facilities. If we face labor shortages or increased labor costs because of increased competition for employees, higher employee turnover rates, increases in local minimum wage rates or other employee benefits costs (including costs associated with health insurance coverage), our operating expenses could increase, and our growth could be adversely affected. In addition, our success depends in part upon our ability to attract, motivate and retain a sufficient number of well-qualified facility operators and management personnel, as well as a sufficient number of other qualified employees, to keep pace with our expansion schedule. Qualified individuals needed to fill these positions are in short supply in some geographic areas. In addition, facilities have traditionally experienced relatively high employee turnover rates. Although we have not yet experienced significant problems in recruiting or retaining employees, our ability to recruit and retain such individuals may delay the planned openings of new facilities or result in higher employee turnover in existing facilities, which could have a material adverse effect on our business, financial condition or results of operations.

If we are unable to continue to recruit and retain sufficiently qualified individuals, our business and our growth could be adversely affected, thereby adversely affecting our business, financial condition or results of operations. Competition for these employees could require us to pay higher wages, which could result in higher labor costs. In addition, increases in the minimum wage would increase our labor costs. Additionally, costs associated with workers’ compensation are rising, and these costs may continue to rise in the future. We may be unable to increase our menu prices in order to pass these increased labor costs on to consumers, in which case our margins would be negatively affected, which could materially adversely affect our business, financial condition or results of operations.

Risks Related to Legal, Regulatory, Environmental, Intellectual Property and Privacy Matters

Compliance with environmental laws may negatively affect our business.

We are subject to environmental laws. Third parties may also make claims against the owners or operators of properties for personal injuries and property damage associated with releases of, or actual or alleged exposure to, such hazardous or toxic substances at, on or from our facilities. Environmental conditions relating to releases of hazardous substances at prior, existing or future facility sites could materially adversely affect our business, financial condition or results of operations.

We could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material money damages and other remedies.

We are subject to complaints or lawsuits against us alleging we caused in treating a disability that is suffered at or after a visit to our facilities. We are also subject to a variety of other claims arising in the ordinary course of our business, including personal injury claims, contract claims and claims alleging violations of laws regarding workplace and employment matters, discrimination and similar matters. Regardless of whether any claims against us are valid, or whether we are ultimately held liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgment in excess of our insurance coverage for any claims could materially and adversely affect our business, financial condition or results of operations. Any adverse publicity resulting from these allegations may also materially and adversely affect our reputation or prospects, which in turn could materially adversely affect our business, financial condition or results of operations.

Because a plaintiff may seek punitive damages, which may not be fully covered by insurance, this type of action could have an adverse impact on our business, financial condition or results of operations. A judgment in such an action significantly in excess of, or not covered by, our insurance coverage could adversely affect our business, financial condition or results of operations. Further, adverse publicity resulting from any such allegations may adversely affect our business, financial condition or results of operations.

Governmental regulation may adversely affect our ability to open new facilities or otherwise adversely affect our business, financial condition or results of operations.

We are subject to various government regulations. Our facilities are subject licensing and regulation by public health department, other agencies. We may experience material difficulties or failures in obtaining the necessary licenses, approvals or permits for our group homes, which could delay planned group home openings or affect the operations at our existing group homes. In addition, stringent and varied requirements of local regulators with respect to zoning, land use and environmental factors could delay or prevent development of new group homes in particular locations.

In Japan, with respect to persons with disabilities, the Act for Eliminating Discrimination against Persons with Disabilities (Act No. 65 of 2013, hereinafter referred to as the “Disability Discrimination Act”) prohibits governments and businesses from engaging in unfair discriminatory treatment on the grounds of disability and prescribes that they are required to provide reasonable accommodation (companies must endeavor to provide reasonable accommodation). The Act on Employment Promotion Etc. of Persons with Disabilities (Act No. 123 of 1960) prohibits businesses from taking discriminatory measures in the area of employment based on disability and requires provision of reasonable accommodation.

Environmental Regulations

There are various environmental-related laws in Japan, including the Air Pollution Control Act (Act No. 97 of June 10, 1968, as amended), Water Pollution Prevention Act (Act No. 138 of December 25, 1970, as amended), Soil Contamination Countermeasures Act (Act No. 53 of May 29, 2002, as amended), and Noise Regulation Act (Act No. 98 of June 10, 1968, as amended). In May 2019, the Diet, Japan’s parliament, enacted the Act on Promoting Food Loss Reduction (Food Loss Act) (Act No. 19 of 2019 (Reiwa 1).)

Regulations on Advertising

The Premiums and Representations Act (Act No. 134 of May 15, 1962) stipulates the restricted methods and means of various advertisements, representations, and sales promotions, in a broad sense. When we advertise our facilities, we must provide appropriate information under this act, so as not to mislead our customers. We comply with these regulations.

Regulations on Lease Agreements

Our lease agreements are generally subject to the Civil Code (Act No. 89 of April 27, 1896, as amended) and Act on Land and Building Leases (Act No. 90 of October 4, 1991, as amended). The terms and conditions of our lease agreements are consistent with these laws and are valid and enforceable as provided for in these agreements.

Fire Protection Act

Facilities must maintain and inspect proper fire protection equipment in accordance with the Fire Protection Act for Fire Prevention and Evacuation. In addition, the security of evacuation routes and measures in the event of a fire must also meet the standards stipulated by law.

Building Code

Designing or renovating a facility building requires obtaining the appropriate permits in accordance with the Building Code. It is important to ensure that the structure, safety, and barrier-free measures of buildings meet the standards established by law.

General Risks

If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and have an adverse effect on the value of our securities.

As a public company, we would be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Further, we will be required to report any changes in internal controls on a quarterly basis. In addition, we would be required to furnish a report by management on the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We will design, implement, and test the internal controls over financial reporting required to comply with these obligations. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the value of our securities could be negatively affected. We also could become subject to investigations by the Commission or other regulatory authorities, which could require additional financial and management resources.

Changes to accounting rules or regulations may adversely affect our business, financial condition or results of operations.

Changes to existing accounting rules or regulations may impact our business, financial condition or results of operations. Other new accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future. For instance, accounting regulatory authorities have recently issued new accounting rules which require lessees to capitalize operating leases in their financial statements in the next few years. When adopted, such a change would require us to record significant operating lease obligations on our balance sheet and make other changes to our financial statements. This and other future changes to accounting rules or regulations could materially adversely affect our business, financial condition or results of operations.

As an emerging growth company, our auditor will not be required to attest to the effectiveness of our internal controls.

Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness of their internal controls over financial reporting and we are not. While our management will be required to attest to internal control over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the independent registered public accounting firm’s review process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease to be an emerging growth company and cease to be a smaller reporting company (as described below), we will be subject to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting. Even if management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness of such internal controls and issue a qualified report.

We may need capital in the future, and we may not be able to raise that capital on favorable terms.

Developing our business will require significant capital in the future. After the completion of this initial public offering on the Nasdaq Capital Market, we do not expect to receive any additional capital contributions. To meet our capital needs, we expect to rely on cash flows from operations, the proceeds from this offering, future offerings and other third-party financing. Third-party financing in the future may not, however, be available on terms favorable to us, or at all. Our ability to obtain additional funding will be subject to various factors, including market conditions, our operating performance, lender sentiment and our ability to incur additional debt in compliance with other contractual restrictions such as financial covenants under term loans or other debt documents. These factors may make the timing, amount, or terms and conditions of additional financing unattractive. Our inability to raise capital could impede our growth and could materially adversely affect our business, financial condition or results of operations.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest to occur of: (i) the end of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (ii) the end of the fiscal year in which the market value of our common shares that are held by non-affiliates is at least $700.0 million as of the last business day of our most recently completed second fiscal quarter; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and (iv) the end of the fiscal year during which the fifth anniversary of this offering occurs.

Until such a time, however, we cannot predict if investors will find our securities less attractive because we may rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the price of our securities may be more volatile.

We believe we will be considered a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements, and we will provide only two years of financial statements. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

The certificate of incorporation and bylaws provides that state or federal court located within the state of Delaware will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Section 21 of our certificate of incorporation and Section 7.4 of our bylaws provides that “unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located in the county in which the principal office of the corporation in the State of Delaware is established, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Notwithstanding the foregoing, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange of 1934, as amended, the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction.” Therefore, the exclusive forum provision in our certificate of incorporation and our bylaws will not relieve us of our duty to comply with the federal securities laws and the rules and regulations thereunder, and shareholders will not be deemed to have waived our compliance with these laws, rules and regulations.

This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees. In addition, shareholders who do bring a claim in the state or federal court in the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The state or federal court of the State of Delaware may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our shareholders. However, the enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation have been challenged in legal proceedings, and it is possible that a court could find this type of provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find the exclusive forum provision contained in our certificate of incorporation and our bylaws to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.

By purchasing common stock in this offering, you are bound by the fee-shifting provision contained in our bylaws, which may discourage you to pursue actions against us and could discourage shareholder lawsuits that might otherwise benefit the Company and its shareholders.

Section 7.4 of our bylaws provides that “[i]f any action is brought by any party against another party, relating to or arising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action, provided that the provisions of this sentence shall not apply with respect to “internal corporate claims” as defined in Section 109(b) of the DGCL.”

Our bylaws provide that for this section, the term “attorneys’ fees” or “attorneys’ fees and costs” means the fees and expenses of counsel to the Company and any other parties asserting a claim subject to Section 7.4 of the bylaws, which may include printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding.

We adopted the fee-shifting provision to eliminate or decrease nuisance and frivolous litigation. We intend to apply the fee-shifting provision broadly to all actions except for claims brought under the Exchange Act and Securities Act.

There is no set level of recovery required to be met by a plaintiff to avoid payment under this provision. Instead, whoever is the prevailing party is entitled to recover the reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action. Any party who brings an action, and the party against whom such action is brought under Section 7.4 of our bylaws, which could include, but is not limited to former and current shareholders, Company directors, officers, affiliates, legal counsel, expert witnesses and other parties, are subject to this provision. Additionally, any party who brings an action, and the party against whom such action is brought under Section 7.4 of our bylaws, which could include, but is not limited to former and current shareholders, Company directors, officers, affiliates, legal counsel, expert witnesses and other parties, would be able to recover fees under this provision.

In the event you initiate or assert a claim against us, in accordance with the dispute resolution provisions contained in our Bylaws, and you do not, in a judgment prevail, you will be obligated to reimburse us for all reasonable costs and expenses incurred in connection with such claim, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. Additionally, this provision in Section 7.4 of our bylaws could discourage shareholder lawsuits that might otherwise benefit the Company and its shareholders.

THE FEE SHIFTING PROVISION CONTAINED IN THE BYLAWS IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMMON STOCK OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE FEE SHIFTING PROVISION CONTAINED IN THE BYLAWS DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

Risks Related to This Offering and Ownership of Our Common Stock

There can be no assurance that we will be able to comply with the Nasdaq Capital Market’s continued listing standards.

Prior to this offering, there has been no public market for shares of our common stock. Accordingly, in connection with the filing of the registration statement of which this prospectus forms a part, we intend to apply for listing on the Nasdaq Capital Market. Assuming that our common stock is listed and after the consummation of this offering, there can be no assurance any broker will be interested in trading our common stock. Therefore, it may be difficult to sell your shares of common stock if you desire or need to sell them. Our underwriters are not obligated to make a market in our common stock, and even if it makes a market, it can discontinue market making at any time without notice. Neither we nor the underwriters can provide any assurance that an active and liquid trading market in our common stock will develop or, if developed, that such a market will continue.

If we are successful in obtaining listing on the Nasdaq Capital Market, there is no guarantee that we will be able to maintain such a listing for any period of time by perpetually satisfying the continued listing requirements. Our failure to continue to meet these requirements may result in our common stock being delisted from the Nasdaq Capital Market.

The price of our common stock could be subject to rapid and substantial volatility.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, the common stock may be subject to rapid and substantial price volatility, low volumes of trade and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

In addition, if the trading volumes of our common stock are low, people buying or selling in relatively small quantities may easily influence the prices of our’ common stock. This low volume of trade could also cause the price of our common stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. As a result of this volatility, investors may experience losses on their investment in our common stock. A decline in the market price of our common stock also could adversely affect our ability to sell additional shares or common stock or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable to readily sell the common stock they hold or may not be able to sell their common stock at all.

The market price of our common stock may be volatile, and you could lose all or part of your investment.

We cannot predict the prices at which our common stock will trade. The initial public offering price of our common stock will be determined by negotiations between us and the underwriters and may not bear any relationship to the market price at which our common stock will trade after this offering or to any other established criteria of the value of our business and prospects, and the market price of our common stock following this offering may fluctuate substantially and may be lower than the initial public offering price. The market price of our common stock following this offering will depend on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. In addition, the limited public float of our common stock following this offering will tend to increase the volatility of the trading price of our common stock. These fluctuations could cause you to lose all or part of your investment in our common stock, since you might not be able to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the market price of our common stock include, but are not limited to, the following:

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular company’s securities, securities class action litigation has often been instituted against that company. Securities litigation, if instituted against us, could result in substantial costs and divert our management’s attention and resources from our business. This could materially adversely affect our business, financial condition, results of operations, and prospects.

If securities or industry analysts do not publish research or reports, or if they publish adverse or misleading research or reports, regarding us, our business or our market, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about us, our business or our market. We do not currently have and may never obtain research coverage by securities or industry analysts. If no or few securities or industry analysts commence coverage of us, the stock price would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue adverse or misleading research or reports regarding us, our business model, our intellectual property, our stock performance or our market, or if our operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree.

The net proceeds from this offering will be immediately available to our management to use at their discretion. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, prospects, financial condition, and results of operation.

If we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing, our then-existing shareholders may suffer substantial dilution.

As we take steps in the commercialization and marketing of our products and services or respond to potential opportunities and/or adverse events, our working capital needs may change. We anticipate that if our cash and cash equivalents are insufficient to satisfy our liquidity requirements, we will require additional funding to sustain our ongoing operations and to continue our research and development activities. We do not have any contracts or commitments for additional funding, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all, if needed. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to conduct business operations. If we are unable to obtain additional financing to finance a revised growth plan, we will likely be required to curtail such plans or cease our business operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.

Our common stock may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny stock.”

Our common stock may be subject to “penny stock” rules (generally defined as non-exchange traded stock with a per-share price below $5.00) in the future. While our common stock will not be considered “penny stock” following this offering since they will be listed on the Nasdaq Capital Market, if we are unable to maintain that listing and our common stock is no longer listed on the Nasdaq, unless we maintain a per-share price above $5.00, our common stock will become “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

● If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

● If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will not be classified as a “penny stock” in the future.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of up to 1,000,000 shares of common stock offered in this offering, at an assumed public offering price of $5.00 per share which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus., and after deducting the underwriters’ discounts and commissions and other estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of approximately $4.69 per share , assuming an initial public offering price of $5.00, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus. See “Dilution.” In addition, you may experience further dilution to the extent that additional shares of Common Shares are issued upon exercise of outstanding options we may grant from time to time.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. Of the approximately 20,500,000 shares of our Common Stock outstanding as of September 1, 2025, none of such shares are tradable without restriction. Given the limited trading of our Common Stock, resale of even a small number of shares of our Common Stock pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our common stock.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Company’s certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:

These provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of directors and management.

Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our security holders to receive a premium for their securities and could also affect the price that some investors are willing to pay for our securities.

Provisions in our charter documents and Delaware law may delay or prevent our acquisition by a third party.

Our amended and restated certificate of incorporation and amended and restated bylaws, and Delaware law, contain several provisions that may make it more difficult for a third party to acquire control of us without the approval of our Board of Directors. These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding equity interests. These provisions also may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholders receiving a premium over the market price for their common stock. See “Description of Securities.”

We have never paid dividends on our common stock and have no plans to do so in the future.

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our Board of Directors. To date, we have paid no cash dividends on our shares of common stock, and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for the operations of our business. Therefore, any return investors in our common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. See “Dividend Policy.”

We will indemnify and hold harmless our officers and directors to the maximum extent permitted by Delaware law.

Our certificate of incorporation, as amended, provides that we will indemnify and hold harmless our officers and directors against claims arising from our activities to the maximum extent permitted by Delaware law. If we were called upon to perform under our indemnification obligations, then the portion of our assets expended for such a purpose would reduce the amount otherwise available for our business.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are contained principally in “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” In some cases, you can identify forward-looking statements by terms such as “target,” “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “continue,” “predict,” “potential,” “plan,” “anticipate” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these assumptions, risks and uncertainties, you should not place undue reliance on these forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors.” Also, these forward-looking statements represent our estimates and assumptions only as of the date of this prospectus. Unless required by United States federal securities laws, we do not intend to update any of these forward-looking statements to reflect circumstances or events that occur after the statement is made.

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, governmental publications, reports by market research firms or other independent sources. Some data are also based on our good faith estimates. Our estimates have not been verified by any independent source.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

USE OF PROCEEDS

We estimate that the net proceeds we will receive from this offering will be $4,021,000 based on an assumed initial public offering price of $5.00 per share, which is the midpoint of the price range set forth on the cover of this prospectus, after deducting the underwriting discounts and commissions of $400,000 and estimated offering expenses of $579,000 payable by us. If the underwriters’ option to purchase additional shares in this offering from us is exercised in full, our net proceeds will be $4,711,000 after deducting the underwriting discounts and commissions of $460,000 and estimated offering expenses of $579,000 payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $5.00 per share of common stock, which is the midpoint of the price range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, would increase (decrease) net proceeds to us from this offering by approximately $920,000, assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same. We may also increase or decrease the number of shares of common stock we are offering. Each 100,000 increase (decrease) in the number of shares of common stock we are offering would increase (decrease) the net proceeds to us from this offering by approximately $460,000, assuming no change in the assumed initial public offering price per share.

We plan to use the net proceeds we receive from this offering for opening new group homes.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering or the amounts that we will actually spend. The amounts and timing of our actual use of net proceeds will vary depending on numerous factors. As a result, our management will have broad discretion in the application of the net proceeds of this offering, and investors will be relying on our judgment regarding the application of the net proceeds.

Pending use of the net proceeds from this offering as described above, we may invest the net proceeds in short-and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government.

DIVIDEND POLICY

No dividends have been declared or paid on our shares of common stock. We do not anticipate paying any cash dividends on shares of our common stock in the foreseeable future. We currently intend to retain any earnings to finance the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our Board of Directors and will be dependent upon then-existing conditions, including our earnings, capital requirements, results of operations, financial condition, business prospects and other factors that our Board of Directors considers relevant. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Certain Relationships and Related Party Transactions” for additional information regarding our financial condition.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2025:

The pro forma as-adjusted information below is illustrative only and our capitalization following the completion of the initial public offering is subject to adjustment based on the initial public offering price of our common stock and other terms of the initial public offering determined at pricing. You should read this table together with our financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

DILUTION

Dilution is the amount by which the initial public offering price paid by purchasers of shares of our common stock exceeds the net tangible book value per share of our equity interests immediately following the completion of the offering. Net tangible book value represents the amount of our total tangible assets reduced by our total liabilities. Net tangible book value per share represents our net tangible book value divided by the number of shares of our common stock outstanding. The Company defines total tangible assets as total assets less intangible assets (including deferred tax assets and deferred offering costs). As of June 30, 2025, prior to giving effect to the offering, our net tangible book value was $2,723,000 and our net tangible book value per share was $0.13.

After giving effect to (i) the issuance and sale of the 1,000,000 shares of common stock offered in this offering and the application of the estimated net proceeds of this offering received by us, as described in “Use of Proceeds,” based upon an assumed initial public offering price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. This represents an immediate increase in the net tangible book value to our existing stockholder, of $0.18 per share and an immediate dilution to new investors in this offering of $4.69 per share. The following table illustrates this per share dilution net tangible book value to new investors after giving effect to this offering:

The following table illustrates such dilution:

The following tables summarize, on an as adjusted basis as of June 30, 2025, the differences between existing stockholders and the new investors with respect to the number of shares of our common stock purchased from us, the total consideration paid and the average price per share before deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

The as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our common stock and other terms of this offering determined at the pricing.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview 

AMATUHI HOLDINGS, Inc., was incorporated on June 24, 2025 in Delaware to act as the holding company of AMATUHI, Inc. (“AMATUHI”) that was incorporated on February 22, 2021 and is an operating company in Japan with the headquarter in Yokohama, Kanagawa and a branch in Osaka. AMATUHI operates under the “AMANEKU” brand in Japan.

We are specialized in designing, constructing and operating group homes for individuals with disabilities. We also focus on providing supportive living environments, particularly for individuals with significant needs through our Daytime Service Support Type group homes. We are expanding within a market characterized by high demand and insufficient supply, positioning ourselves as a key provider addressing critical social needs related to disability care and housing.

In Japan, more than 1 in 10 people are now aged 80 or older, according to the latest national data. And, almost a third of its population is over 65 – an estimated 36.23 million. According to the Japanese Ministry of Health, Labor, and Welfare, the number of people with disabilities in Japan has increased by approximately 10% over the past decade. The breakdown reveals that there are about 4.36 million people with physical disabilities, 1.09 million with intellectual disabilities, and 4.19 million with mental disabilities. Notably, the number of people with mental disabilities has grown significantly. According to Disabled World. (2010, March 14 - Last revised: 2025, January 20) government statistics show that, out of a population of around 127 million, some 3.5 million are physically disabled, 2.5 million are mentally ill and 500,000 are mentally disabled. That’s a total of around 6.5 million individuals. Roughly one in 20 people in Japan has some disability or another. As the population ages the supply of disability care and housing becomes more limited.

AMATUHI specializes in providing communal living assistance (group homes) as defined under Japan’s “Comprehensive Support Law for Persons with Disabilities.” This is a government-regulated sector where services are funded primarily through social security benefits.

We leverage Japanese government funding through the Act on Providing Comprehensive Support for the Daily Life and Life in Society of Persons with Disabilities, [Japanese Act No. 123 of November 7, 2005] to be reimbursed for the services we offer. We operate group homes for people with disabilities, and we also provide construction services specifically focused on developing purpose-built homes designed for people with disabilities and social participation for our residents. These initiatives are designed to support the lives of people with disabilities. Through these initiatives, we aim to create “opportunities” that allow everyone, regardless of their disability, to excel in their own way.

For the fiscal years ended March 31, 2025 and 2024, we generated revenues of $49.1 million and $15.2 million, respectively. We reported net income of $2.4 million and $0.5 million, respectively, and cash flow provided by operating activities of $7.6 million, with working capital of $319 thousand as of March 31, 2025.

We do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way.

AMATUHI is a specialized participant in Japan’s disability welfare sector, focused on the designing and constructing and strategic expansion of modern group homes under the AMANEKU brand. We serve individuals with significant care needs through supportive residential environments designed in compliance with Japan’s regulated disability care framework. Our integrated model spans designing and constructing group homes, provision of operational support, and long-term leasing, while leveraging public reimbursement programs to address structural gaps in disability housing and care. We intend to list our common stock on the Nasdaq Capital Market under the symbol [●].

Key Financial Performance Indicators

Revenues

Our revenue is primarily derived from designing and constructing and sales of group homes and provision of welfare services.

Cost of revenues

Our cost of revenue is primarily composed of the costs paid to third party contractors for constructing group homes and payroll costs to our employees for providing welfare services.

Selling, general and administrative expenses

Selling, general and administrative expenses are primarily composed of personnel costs for general corporate functions and sales and marketing staff and outsourcing expenses.

Operating profit and operating profit margin

Operating profit is the difference between our revenue and cost of revenue and selling, general and administrative expenses. Operating profit margin is the profit margin as a percentage of revenue.

Other income/(expenses)

From time to time, we have non-recurring, non-operating gains and losses which are reflected through other income/(expenses).

Interest expenses

Interest expenses consist of interest expenses arising from borrowings.

Results of Operations

Comparison of Results of Operations for the Three Months Ended June 30, 2025 and 2024

The following table presents selected comparative results of operations from our consolidated financial statements for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the table below may not sum to 100% due to rounding. The data should be read in conjunction with our financial statements included elsewhere in this prospectus.

(in thousands, except change % data)

Revenue

Revenues were $22.6 million for the three months ended June 30, 2025, presenting growth in sales of approximately $19.0 million, 521.4% increase from the same period in prior year. Our overall sales growth was primarily due to the increase in number of group homes we constructed as well as the increase in the number of group homes we operate in the three months ended June 30, 2025. As of June 30, 2025, we were operating total 38 group homes, up by 25 group homes compared to 13 group homes were operating as of June 30, 2024.

Disaggregation of Revenue

The tables below reflect revenue by major source and timing of transfer of goods and services for the three months ended June 30, 2025 and 2024. The Company had no revenue derived from geographical regions outside of Japan during the three months ended June 30, 2025 and 2024. All revenue during the three months ended June 30, 2025 and 2024 was recognized when the performance obligation was satisfied over time.

Cost of Revenues

Cost of revenues were $17.4 million for the three months ended June 30, 2025, presenting an increase of $14.7 million or by 535.5%, which reflect the higher direct costs associated with the higher revenues for the three months ended June 30, 2025.

Development of Facilities:

Our growth of group homes since the incorporation of AMATUHI Inc.:

Note: None of these properties have been sold or closed since acquired.

Operating Expenses

Total operating expenses were $3.3 million for the three months ended June 30, 2025, presenting an increase of $2.0 million or by 154.0%. The overall increase was primarily due to the increase in selling, general and administrative expenses such as personnel costs and recruitment expenses resulted from the higher headcount in the three months ended June 30, 2025 to increase the number of group homes and to strengthen headquarters’ personnel for future expansion strategies.

Interest Expenses

Interest expenses increased by $0.3 million or 429.0% from $0.1 million in the three months ended June 30, 2024 to $0.3 million in the three months ended June 30, 2025 primarily due to the increase in borrowings and finance lease.

Net Income

As a result of the foregoing, the net income was $1.0 million during the three months ended June 30, 2025 compared to the net loss of $0.5 million during the three months ended June 30, 2024, presenting growth of approximately $1.5 million or 303.3%.

Comparison of Results of Operations for the Fiscal Year Ended March 31, 2025 and 2024

The following table presents selected comparative results of operations from our audited consolidated financial statements for the fiscal year ended March 31, 2025, compared to the fiscal year ended March 31, 2024. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the table below may not sum to 100% due to rounding. The data should be read in conjunction with our audited financial statements included elsewhere in this prospectus.

(in thousands, except change % data)

Revenue

Revenues were $49.1 million for the fiscal year ended March 31, 2025, presenting growth in sales of approximately $33.9 million, 223.1% increase from the prior year. Our overall sales growth was primarily due to the increase in number of group homes we constructed as well as the increase in the number of group homes we operate in the fiscal year ended March 31, 2025. As of March 31, 2025, we were operating total 29 group homes, up by 18 group homes compared to 11 group homes were operating as of March 31, 2024.

Concentration of Revenues

For the fiscal years ended March 31, 2025 and 2024, there were customers who accounted for more than 10% of the Company’s total revenue. Although we expect our concentration of revenues to vary among customers in future periods depending upon the timing of certain sales, we anticipate that sales to our largest customers will continue to account for a portion of our revenues in future periods. Sales to the large customers present risks which could adversely affect our revenues, including, without limitation, potential disruption to appropriation and spending patterns. Although we do not anticipate that any of our revenues with large customers will be renegotiated, a large number of cancelled or renegotiated business or renegotiation of any of our existing arrangements with our larger customers can have a material adverse effect on our business.

Disaggregation of Revenue

The tables below reflect revenue by major source and timing of transfer of goods and services for the fiscal years ended March 31, 2025, and 2024. The Company had no revenue derived from geographical regions outside of Japan during the fiscal years ended March 31, 2025, and 2024.

Cost of Revenues

Cost of revenues were $36.5 million for the fiscal year ended March 31, 2025, presenting an increase of $25.1 million or by 220.0%, which reflect the higher direct costs associated with the higher revenues for the fiscal year ended March 31, 2025.

Development of Facilities:

Our growth of group homes since the incorporation of AMATUHI Inc.:

Note: None of these properties have been sold or closed since acquired.

Operating Expenses

Total operating expenses were $8.3 million for the fiscal year ended March 31, 2025, presenting an increase of $5.4 million or by 185.4%. The overall increase was primarily due to the increase in selling, general and administrative expenses resulted from the higher headcount in the fiscal year ended March 31, 2025 to increase the number of group homes and the strengthening of headquarters personnel for future expansion strategies.

Interest Expenses

Interest expenses increased by $0.5 million or 269.2% from $0.2 million in the fiscal year ended March 31, 2024 to $0.7 million in the fiscal year ended March 31, 2025 due to the increase in borrowings.

Net Income

As a result of the foregoing, the net income was $2.4 million during the fiscal year ended March 31, 2025 compared to $0.5 million during the fiscal year ended March 31, 2024, presenting growth of approximately $1.9 million or 350.4%.

Liquidity and Capital Resources

As of June 30, 2025, March 31, 2025 and March 31, 2024, our principal sources of liquidity were cash, cash equivalents and short-term investments of $16.2 million, $13.7 million and $2.0 million, respectively, which were held for working capital purposes. Our short-term investments generally consist of time deposits. Historically, our main sources of liquidity have been operating cash flows and financing from financial institutions.

We believe our existing cash, cash equivalents and short-term investments will be sufficient to meet our needs for at least the next 12 months. Our future capital requirements will depend on many factors including our revenue growth rate, timing of collection and billing, the timing and extent of spending to support our further expansion strategies, as well as expenses associated with our international expansion, including the timing and extent of additional capital expenditures to invest in existing and new office spaces and additional human resources. We may in the future enter into arrangements to acquire or invest in complementary businesses and services, and we may need to seek additional equity or debt financing. In the event that additional financing is needed from outside sources, we may not be able to raise the necessary capital or raise the capital on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition could be materially and adversely affected.

Summary of Cash Flows

The following table summarizes our cash flows for the periods presented:

(in thousands)

Cash Flows Provided by (Used in) Operating Activities

Net cash provided by operating activities during the three months ended was $3.7 million, which resulted from net income of $1.0 million from continuing operations, an increase in contract liabilities and an increase in accounts payable and accrued expenses, partially offset by an increase in accounts receivable and an increase in prepaid expenses and other current assets.

Net cash used in operating activities during the three months ended June 30, 2024 was $3.3 million, which resulted from net loss of $0.5 million from continuing operations, a decrease in contract liabilities and an increase in prepaid expenses and other current assets.

Cash Flows Used in Investing Activities

Net cash used in investing activities during the three months ended June 30, 2025 was $10.4 million, primarily due to the payment for investments in debt securities of $16.3 million, partially offset by payment received from investments in debt securities of $14.6 million.

Net cash used in investing activities during the three months ended June 30, 2024 was $0.8 million, primarily due to the purchase of property and equipment, partially offset by payment received from short-term loan receivable.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities during the three months ended June 30, 2025 was $8.7 million, primarily due to the proceeds received from additional debt of $9.0 million.

Net cash provided by financing activities during the three months ended June 30, 2024 was $3.9 million, primarily due to the proceeds received from additional debt of $4.0 million.

(in thousands)

Cash Flows Provided by Operating Activities

Net cash provided by operating activities during the fiscal year ended March 31, 2025 was $7.6 million, which resulted from net income of $2.4 million from continuing operations, an increase in contract liabilities and an increase in accounts payable and accrued expenses, partially offset by an increase in accounts receivable and prepaid expenses and other current assets.

Net cash provided by operating activities during the fiscal year ended March 31, 2024 was $4.8 million, which resulted from net income of $0.5 million from continuing operations, an increase in accounts payable and accrued expenses and contract liabilities.

Cash Flows Used in Investing Activities

Net cash used in investing activities during the fiscal year ended March 31, 2025 was $10.5 million, primarily due to purchases of property and equipment of $14.0 million, partially offset by payment received from short-term loan receivable of $4.3 million.

Net cash used in investing activities during the fiscal year ended March 31, 2024 was $4.5 million, primarily due to the payment for short-term loan receivable of $4.5 million.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities during the fiscal year ended March 31, 2025 was $14.0 million, primarily due to the proceeds received from additional debt of $14.9 million.

Net cash provided by financing activities during the fiscal year ended March 31, 2024 was $0.2 million, primarily due to the proceeds received from additional debt of $0.5 million.

Contractual Obligations and Commitments

As of June 30 2025, the Company had a total of $70,327,000 in contractual obligations for future payments.

As of March 31, 2025, the Company had a total of $53,681,000 in contractual obligations for future payments.

Off-Balance Sheet Arrangements

As of June 30, 2025 and March 31, 2025, the Company did not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Capital Expenditures

Our capital expenditure primarily consists of acquisition of property and equipment.

During the three months ended June 30, 2025 and 2024, we spent $8,588,000 and $3,389,000, respectively, on acquisitions of property and equipment.

During the fiscal years ended March 31, 2025 and 2024, we spent $13,956,000 and $5,000, respectively, on acquisitions of property and equipment.

Quantitative and Qualitative Disclosure of Market Risks

Foreign Currency Risk

We transact our operating activities in Japanese yen. Foreign exchange risk may arise from future commercial transactions, recognized assets and liabilities, and net investments in foreign operations, if we acquire any. We acknowledge the recent volatility of certain currencies such as the U.S dollar, but believe we are relatively insulated from foreign exchange risk, as our economical transactions are primarily conducted within Japan and using Japanese yen.

Commodity and Food Price Risks

Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the costs of key operating resources. We have been able to partially offset cost increases resulting from a number of factors, including market conditions, shortages or interruptions in supply due to weather or other conditions beyond our control, governmental regulations and inflation, by increasing our menu prices, as well as making other operational adjustments that increase productivity. However, substantial increases in costs and expenses could impact on our operating results to the extent that such increases cannot be offset by menu price increases or operational adjustments.

Inflation Risk

The primary inflationary factors affecting our operations are labor costs, and material costs for construction. Our group home operations are subject to federal wage and other laws governing such matters as working conditions, and overtime. Significant numbers of our group home personnel are paid at rates related to the federal minimum wage and, accordingly, increases in the minimum wage could increase our labor costs. To the extent permitted by competition and the economy, we have mitigated increased costs. Substantial increases in costs and expenses could impact our operating results to the extent such increases cannot be passed on to our clientele. Historically, inflation has not had a material effect on the results of operations. Severe increases in inflation, however, could affect the global economies and could have an adverse impact on our business, financial condition or results of operations.

Inflation poses a significant risk to construction costs by increasing expenses for materials, labor, and other inputs, potentially leading to project delays, budget overruns, and reduced profitability. Factors like rising material prices, labor shortages, and supply chain disruptions, exacerbated by inflation, can significantly impact project costs and timelines. Inflation is also responsible for driving up the cost of essential construction materials like steel, lumber, and concrete. Inflation often leads to increased wages for skilled construction workers as they demand higher pay to keep up with the rising cost of living.

While we have been able to partially offset inflation and other changes in the costs of core operating resources by gradually increasing the prices for our services, coupled with more efficient purchasing practices, productivity improvements and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. From time to time, competitive conditions could limit our pricing flexibility. In addition, macroeconomic conditions could make additional price increases imprudent. There can be no assurance that future cost increases can be offset by increased prices or that increased prices will be fully absorbed by our clientele without any resulting change to their visit frequencies or purchasing patterns. In addition, there can be no assurance that we will generate the same sales growth in an amount sufficient to offset inflationary or other cost pressures.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our consolidated financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this prospectus, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements.

Use of Estimates

The preparation of the consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenue and expense during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, revenue recognition, fair values and useful lives of assets acquired and liabilities assumed through business combinations, allowance for credit losses, useful lives of property and equipment and intangible assets, the carrying value of operating lease right-of-use assets and liabilities, impairment of long-lived assets, and valuation allowance against net deferred tax assets. Actual results could differ from those estimates.

Revenue Recognition

The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented in the consolidated financial statements. To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows:

1 – Identification of the contract with a customer

2 – Identification of the performance obligation in the contract

3 – Determination of the transaction price

4 – Allocation of the transaction price to the performance obligation in the contract

5 – Recognition of revenue when, or as, a performance obligation is satisfied

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The transaction price is generally fixed. None of the Company’s contracts contain a significant financing component. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to government entities.

Construction real estate sales

1) Constructing group homes

The Company recognizes revenue from constructing group homes over time as performance obligations are satisfied. These contracts are entered into with third-party customers. The Company does not construct homes for its own operations under these arrangements, and all revenues generated from construction and home sale activities are derived from unrelated, third-party customers.

Revenue is generally recognized using an input method based on the ratio of costs incurred to total estimated costs, which the Company believes best reflects its progress toward satisfying the performance obligation.

The average time to complete the construction of a group home typically ranges from six to seven months, depending on project scope, site conditions, and permitting processes. All homes sold to customers are constructed under the Company’s direction and control, using third-party subcontractors for portions or all the construction work. The Company is responsible for managing the construction process, including project oversight, design specifications, permitting, and compliance. The Company does not purchase completed homes from third-party builders for resale.

The Company does not classify homes under construction or completed homes awaiting sale as inventory. Instead, all costs incurred on construction contracts are billed to customers as construction progresses. When amounts billed exceed costs incurred, the excess is recorded as contract liabilities, representing cash received in advance for services not yet completed. No inventory is recorded on the balance sheet, as the Company does not own or hold homes for resale.

As of March 31, 2025, and 2024, the Company had uncompleted construction contracts, but all services performed up to the balance sheet date had been billed to customers. Instead, amounts billed in excess of costs incurred are recorded as contract liabilities, reflecting cash received in advance for services yet to be completed. The Company’s balance sheet does not include inventory related to homes under construction or completed homes awaiting sale. 

When either party to a contract has performed, the Company presents the contract as a contract asset or contract liability, depending on the relationship between the Company’s performance and the customer’s payment. A contract asset represents the Company’s right to consideration for services transferred to the customer. A contract liability represents the Company’s obligation to transfer services for which it has already received payment or for which payment is due.

Recognition of revenue and profit is dependent upon a number of factors, including the accuracy of a variety of estimates made at the balance sheet date, such as engineering progress, material quantities, the achievement of milestones, penalty provisions, labor productivity and cost estimates. Variable consideration is included in the estimate of the transaction price only to the extent that a significant reversal would not be probable. Management continuously monitors factors that may affect the quality of its estimates, and material changes in estimates are disclosed accordingly.

The Company currently leases all the group homes it operates. All such leases are entered into with unrelated third-party lessors. The Company does not lease properties from related parties or affiliates.

Welfare services revenue

Revenue from welfare services is generated from operating group homes and providing support services to residents. Rental agreement with tenants are accounted for as operating leases. Minimum lease payment (rent) are recognized on a straight-line basis over the term of the respective lease, beginning when the tenant takes possession of, or are granted control over, the physical use of the space. Any excess of straight-line rents recognized over amounts contractually billed is recorded as deferred rents receivable, if any. Revenue from ancillary services, such as food, beverage and personal support services, is recognized over time as the services are provided, in accordance with ASC 606.

The Company also receives government subsidies to support its welfare services. Revenue related to these subsidies is recognized when the related performance obligations are satisfied, and collection is reasonably assured, consistent with ASC 606.

Business Combination

Business combination are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the Consolidated Statements of Operations. Acquisition costs, consisting primarily of third-party legal and consulting fees, are expensed as incurred.

Leases

In accordance with FASB ASC Topic 842, Leases, the Company determines if an arrangement is a lease at inception based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company classifies leases as either finance or operating. The classification criteria is based on estimates regarding the fair value of the leased asset, minimum lease payments, effective cost of funds, economic life of the asset, and certain other terms in the lease agreements.

As of March 31, 2025 and 2024, the Company’s finance lease liability is entirely related to leases with third-party lessors for group homes. These leases are classified as finance leases under ASC 842, meeting the criteria for such classification, including transfer of ownership at the end of the lease term or the presence of a bargain purchase option.

Operating leases

Operating leases are included in operating lease right-of-use (ROU) assets, current portion of operating lease liabilities, and non-current operating lease liabilities in the Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

For leases with terms greater than 12 months, the Company records a ROU asset and a lease liability representing the present value of future lease payments. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, or the Company’s collateralized incremental borrowing rate. The implicit rate within the Company’s leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. The Company estimates its incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. For those contracts that include fixed rental payments for both the use of the asset (“lease costs”) as well as for other occupancy or service costs relating to the asset (“non-lease costs”), the Company generally includes both the lease costs and non-lease costs in the measurement of the lease asset and liability.

The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all asset classes. Lease expenses for the Company’s operating leases are recognized on a straight-line basis over the lease term except for variable lease costs, which are expensed as incurred. The Company does not recognize ROU assets and operating lease liabilities that arise from leases with an initial lease term of 12 months or less.

Finance leases

Finance lease right-of-use assets are recognized within property and equipment, net on the Company’s Consolidated Balance Sheets. The Company recognizes interest expense on the finance lease liabilities utilizing the effective interest method. The right-of-use asset is generally amortized to depreciation and amortization expense on a straight-line basis over the lease term unless the lease contains an option to purchase the underlying asset that the Company is reasonably certain to exercise. If the Company is reasonably certain to exercise the purchase option, the asset is amortized over the useful life.

Jumpstart Our Business Startups Act of 2012

As a company with less than $1.235 billion in revenues during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act enacted in 2012 (the “JOBS Act”). As an emerging growth company, we expect to take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We may use these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.235 billion or we issue more than $1.07 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.

CORPORATE HISTORY AND STRUCTURE

Overview

AMATUHI HOLDINGS, Inc. was incorporated in the State of Delaware on June 24, 2025. We conduct business activities principally through our wholly owned operating subsidiaries indicated below.

Upon incorporation, we were authorized to issue 380,000,000 shares of common stock, par value $0.000001 per share, and 20,000,000 shares of preferred stock, par value $0.000001 per share. The total number of issued and outstanding shares of common stock were 20,500,000 and no outstanding shares of preferred stock as of the date of this prospectus.

In connection with this offering, we have conducted the following corporate restructuring steps:

In connection with the filing of this registration statement, we are in the process of completing a corporate restructuring pursuant to which AMATUHI HOLDINGS, INC., a Delaware corporation, will become the parent holding company of our Japanese operating subsidiary, AMATUHI Inc., through a share transfer and, if applicable, redemption of certain outstanding shares. This prospectus reflects the post-restructuring corporate structure, which is expected to be completed shortly following the initial submission.

Corporate Structure

The following diagram depicts our corporate structure as of the date of this prospectus.

BUSINESS

Company Overview

AMATUHI HOLDINGS, Inc., was incorporated on June 24, 2025 in Delaware to act as the holding company of AMATUHI Inc. AMATUHI Inc. (“AMATUHI”) was incorporated on February 22, 2021 and is an operating company in Japan with the headquarter in Yokohama, Kanagawa and a branch in Osaka. AMATUHI operates under the “AMANEKU” brand in Japan.

Life Shine Co. Ltd. (“Life Shine) is a wholly owned subsidiary of AMATUHI, and it was acquired in August, 2024. Life Shine was originally founded in 1993 and operates its business in the welfare industry. In 2003, Life Shine built a leading-edge home for seniors. This subsidiary operates elderly care facilities that provides specialized dementia care and hospice care. Its operations represent a small portion of AMATUHI’s business; and, it not considered material to our overall business.

Our company operates group homes in Japan for people with disabilities under the brand name of “AMANEKU.” “AMANEKU” is a “communal living assistance” service based on the “Comprehensive Support for Persons with Disabilities Act” which is implemented based on the self-support benefits provided by the Japanese government under the act. The act supports people who wish to live independently so that they can advance toward their respective goals through communal living in small groups and interaction with the local community.

AMANEKU provides group homes with Daytime Service Support, which was established as a result of amendments to the Comprehensive Support for Persons with Disabilities Act, that allows for the provision of extensive 24-hour services in response to the increasing aging population and people with disabilities.

We are engaged in businesses that support the lives of people with disabilities, including the construction of group homes for people with disabilities, social participation for people with disabilities, and employment support services aimed at self-realization.

Our primary services to the disable include but are not limited to: Three nutritionally balanced meals daily, counseling and support, assistance with personal care (bathing, dressing, mobility, oral care), medication management, money management, room cleaning, working with medical professionals to provide required medical care and helping our clientele with public assistance, pensions and family matters.

We are specialized in designing, constructing and operating group homes for individuals with disabilities. We also focus on providing supportive living environments, particularly for individuals with significant needs through our Daytime Service Support Type group homes. We are expanding within a market characterized by high demand and insufficient supply, positioning ourselves as a key provider addressing critical social needs related to disability care and housing.

AMATUHI specializes in providing communal living assistance (group homes) as defined under Japan’s “Comprehensive Support Law for Persons with Disabilities.” This is a government-regulated sector where services are funded primarily through social security benefits.

We are reimbursed for the services we provide to the disabled people through Japanese government funding issued under the Comprehensive Support for Persons with Disabilities Act. We leverage Japanese government funding through the Act on Providing Comprehensive Support for the Daily Life and Life in Society of Persons with Disabilities, [Japanese Act No. 123 of November 7, 2005] to be reimbursed for the services we offer. We operate group homes for people with disabilities, and we also provide construction services specifically focused on developing purpose-built homes designed for people with disabilities and social participation for our residents. These initiatives are designed to support the lives of people with disabilities. Through these initiatives, we aim to create “opportunities” that allow everyone, regardless of their disability, to excel in their own way.

AMATUHI was founded with the goal of further expanding its business operations in high population density in the greater Tokyo area. If we obtain a listing on the Nasdaq Capital Market, we will be a “controlled company” as defined under Nasdaq Capital Market listing standards because more than 50% of our voting power will be held by Japan Lifestyle No. 1 Investment Limited Partnership after this offering. As a “controlled company,” we are exempt under Nasdaq Capital Market listing standards that would otherwise require us to have (i) a majority of the Board of Directors consist of “independent” directors under the listing standards of the Nasdaq, (ii) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporate governance committee charter meeting the requirements of the Nasdaq, and (iii) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of the Nasdaq. Consequently, we are exempt from independent director requirements of Sections 802(a), 804, and 805 of Nasdaq listing standards, except for the requirements under Section 802(c) of Nasdaq thereof pertaining to executive sessions of independent directors and those under Section 803(B)(2) of the Nasdaq pertaining to the Audit Committee. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq. In addition, Mr. Yoshida can exercise significant voting influence over fundamental and important corporate matters and transactions and may have interests that differ from yours. For details, please see “Risk Factors - Risk Related to Our Business and Industry - If the voting power of our capital stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.”

Our Mission Statement

Creating a rich and fulfilling life where everyone can live authentically, regardless of disability

Our Business Model: Our business model focuses on the following:

Core Business (under the AMANEKU Brand):

We operate different types of group homes tailored to the residents’ support needs, with a strong focus on the “Daytime Service Support Type”:

The eligible users of our services, include:

Fees: Our fees to an individual who wants to stay at one of our facilities is approximately ¥90,000 ($600 USD), which includes monthly rent, cost of utilities, food expenses, and daily necessities. Based on government payment under the Comprehensive Support for Persons with Disabilities Act, local municipalities disability payments and separate pensions, over 90% of our customers use our services with no out-of-pocket costs.

Services Provided Under the AMANEKU Brand:

AMANEKU group homes offer a comprehensive range of services aimed at supporting residents’ daily lives, health, and social integration:

Business Model & Operations:

We utilize an integrated model:

Target Population:

Revenue Model:

Market Position:

We operate within a market consisting of several key market factors in Japan:

Growth & Expansion:

AMATUHI has demonstrated aggressive expansion since its incorporation:

Note: These numbers represent the number of group homes we are currently operating.

Current Scale (As of June 2025): Operating or constructing 58 group home bases and 54 short-stay bases (both including under construction) across Kanagawa, Tokyo, Chiba, and Saitama. The 58 group homes provide communal living assistance, where the 54 short-stay facilities are the Daytime Service Support facilities designed for individuals who are often categorized as severely disabled.

Occupancy: Our occupancy rates (>85% typically achieved within 6 months) support the financial viability of new facilities and the expansion strategy.

Construction & Development Capabilities

We have demonstrated strong growth, aiming to operate 48 group homes by the end of the fiscal year ending March 31, 2026, capitalizing on the high demand and favorable market dynamics. We possess in-house capabilities and licenses, e.g. specific construction, and first-class architect to design and build new, high-quality, accessible group homes, emphasizing wooden construction and modern amenities.

Operational Scale

As at June 1, 2025, we employ approximately 1,058 employees, including 70 managers. The occupancy rate for our facilities has consistently exceeded 95.7% over the past 6 months (performance of group homes that have been open for more than 12 months). As we expand our operations through listing on the Nasdaq Capital Markets, we anticipate increasing our workforce including employees and manager to maintain high quality of our service standards and to best serve our clientele.

Investment Partnership Model

We currently lease all of our group homes. We have developed an expansion program by partnering with real estate investors. We generally enter into a 20 to 30-year, non-cancellable bulk lease agreement with investors, (indirectly funded by government benefits) while we manage the operations of group homes. This offers real estate investors stable rental income while AMATUHI manages operations.

Social Context

We operate within a growing market driven by several key factors in Japan: This includes”

Our Competitive Advantages

We differentiate ourselves through:

Market Size

According to Disability: IN, of Alexandria, VA, in Japan, approximately ¥1.6 trillion (equivalent to USD 8.3 billion) is allocated annually to support approximately 9.63 million people living with disabilities, representing 7.6 percent of the total population. This significant market demonstrates the substantial government commitment to disability support services.9.63 million people in Japan live with some kind of disability, including people with intellectual and mental disabilities. That’s about 7.6 percent of the total population, or about one in every 13 people. Approximately 700,000 people in Japan with disabilities work in the private and public sectors, less than 10% of the total number.

Site Selection Process

Our site selection process starts with mapping of the market to understand where there is a concentration of older people and people with disabilities. We strategically target these as they best align with the demographics we seek to provide our services. Based on these demographics, we choose a site that we believe will bring us our targeted clientele. Management believes that this type of site selection helps us develop our niche market for daytime service support.

We strategically target regions with a high concentration of individuals who align with the mentioned demographics, often leading to a focus on cities with dense populations.

Site Expansion

Going forward, we plan to utilize the skills and recognition gained from its existing operations. Management’s goal for the fiscal year ending March 31, 2026 is to open and operate the business in 48 group homes, up from 29 group homes as of March 31, 2025. Our goal is to maintain profitability, thereby achieving further synergies.

Competition:

The market for disabled persons group homes in Japan is highly fragmented, with 8,189 operators nationwide as of March 2023. Management believes that this suggests a lack of dominant players and potentially lower barriers to entry for new facilities, but also intense competition at a local level.

Our Strengths

Our Company has established the AMANEKU brand where we are recognized to offer extensive 24/7/365 support, and we address the increasing severity and aging of the disabled population. This positions us an entity in community-based disability support.

Employees

As of June 1, 2025, we had a headcount of total 1,058 employees (including our managers) which includes full-time, part-time and contract employees of 93, 811, and 154 employees, respectively. All of our employees are based in Japan. We have 70 managers.

Government Act

The Government Action Act (Act No. 123 of November 7, 2005) entitled “On Providing Comprehensive Support for the Daily Life and Life in Society of Persons with Disabilities,” that funds the Company’s operations states:

This law is based on the fundamental principles of the Basic Law for Persons with Disabilities (Law No. 84 of 1970) and, in conjunction with the Welfare Law for Persons with Physical Disabilities (Law No. 283 of 1949), the Welfare Law for Persons with Intellectual Disabilities (Law No. 37 of 1960), the Law Concerning Mental Health and Welfare for Persons with Mental Disabilities (Law No. 123 of 1950),the Child Welfare Act (Act No. 164 of 1947), and other laws concerning the welfare of persons with disabilities and children with disabilities. It aims to ensure that persons with disabilities and children with disabilities can lead daily or social lives commensurate with their dignity as individuals entitled to fundamental human rights by providing necessary disability welfare services, comprehensive support through regional living support programs and other measures, thereby promoting the welfare of persons with disabilities and children with disabilities, and contributing to the realization of a regional society where all citizens, regardless of disability, can live in mutual respect for each other’s personalities and individuality and with peace of mind.

(Fundamental Principles)

Article 1-2 Support for persons with disabilities and children with disabilities to lead daily and social lives is based on the principle that all citizens, regardless of disability, are irreplaceable individuals who are equally entitled to fundamental human rights and should be respected as such. This support aims to realize a society where all citizens, regardless of disability, live together in harmony, respecting each other’s personalities and individuality, without discrimination based on disability. All persons with disabilities and children with disabilities must be provided with the necessary support to enable them to lead daily or social lives as close to their homes as possible, thereby ensuring opportunities for social participation and the freedom to choose where and with whom to live, without being hindered from living in harmony with others in the community. Additionally, all obstacles in society that hinder persons with disabilities and children with disabilities from leading daily or social lives, including physical barriers, systems, customs, concepts, or any other factors that may serve as barriers to the daily or social lives of persons with disabilities and children with disabilities.

(Responsibilities of the Municipalities)

Article 2(1) - Municipalities (including special wards; the same applies hereinafter) shall have the following responsibilities in implementing this Act.

(1) To ensure that persons with disabilities may reside in locations of their own choosing, or that persons with disabilities or children with disabilities (hereinafter referred to as “persons with disabilities, etc.”) may lead independent daily lives or social lives, municipalities shall, based on an understanding of the actual living conditions of persons with disabilities, etc., within their respective jurisdictions, cooperate with public employment security offices, disability employment centers (as defined in Article 19, paragraph 1 of the Act on the Promotion of Employment of Persons with Disabilities (Law No. 123 of 1960)), disability employment support centers (as defined in Article 27, paragraph 2 of the same Act), and other entities engaged in vocational rehabilitation (as defined in Article 2, item 7 of the same Act), and take necessary measures to promote the employment of persons with disabilities, etc. hereinafter the same), disability employment and living support centers (as defined in Article 27, Paragraph 2 of the same Act; hereinafter the same), and other institutions implementing vocational rehabilitation measures (as defined in Article 2, Item 7 of the same Act; hereinafter the same), as well as educational institutions and other relevant organizations, and to comprehensively and systematically implement necessary self-support benefits and community living support programs.

Recent Developments

Formation

AMATUHI HOLDINGS, Inc. was incorporated in the State of Delaware on June 24, 2025. Upon incorporation, we were authorized to issue 380,000,000 shares of common stock, par value $0.000001 per share, and 20,000,000 shares of preferred stock, par value $0.00001 per share. On June 25, 2025, we issued shares of common stock, par value $0.000001 per share, to Tatsuma Yoshida and Yoshifumi Arita as the founding directors of the company.

Reorganization and Share Exchange Agreement

On July 25, 2025, AMATUHI Inc. a Japanese corporation, made an investment in kind of all issued and outstanding common shares of AMATUHI Holdings, Inc. (4,100 shares) to AMATUHI, a Japanese corporation.

On July 22, 2025, pursuant to the terms of a Reorganization Agreement and Plan of Share Exchange between AMATUHI HOLDINGS, Inc. and the shareholders of AMATUHI Inc. we issued 4,100 shares of our common stock to the shareholders of AMATUHI Inc. in exchange for all outstanding shares of common stock of the shareholders., which holds 100% of the issued and outstanding capital stock.

Forward Stock Split

On August 6, 2025, the Company announced its decision to forward stock split its common shares on a 5000:1 basis. One hundred percent of the shareholders granted approval for the 1:5,000 reverse stock split at a general meeting on August 6, 2025, where par value $0.000001 remained unchanged. The forward stock split increased the current issued and outstanding Common Stock from 4,100 shares to 20,500,000 shares, par value $0.0001. As the stock split applies equally to all shareholders, individual shareholdings will be increased in the same ratio as the total number of shares. Accordingly, the stock split will have no material effect on the percentage interest of each individual shareholder. All other equity securities of the Company will be adjusted accordingly.

Independent Director Agreement

On [●], [●] was appointed as an independent director of the Board of Directors of the Company. [●] entered into an Independent Director Agreement with the Company dated as of [●]. For a detailed description of the terms of the Independent Director Agreement, see “Executive and Director Compensation —Independent Director Agreements” of this prospectus.

Legal Proceedings

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. There are no pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

Description of Real Property

Our corporate headquarter is located in Kanagawa, Japan, where we currently lease office space pursuant to lease expiring in July 31, 2026. We also lease facilities, ranging in terms of 2 to 35 years, with monthly lease rates ranging from JPY37,000 to JPY2,900,000.

We believe that our facilities are suitable to meet our current needs.

REGULATIONS

Our business model integrates disability-support services, home-visit nursing, and real-estate development. Each strand is governed by a distinct statutory framework in Japan, and full compliance with these regulations is essential to our continued growth and to the protection of our service users, residents, and investors. The principal regulations affecting our business operations are summarized below.

Disability-Welfare Services

Our group homes can operate only after each residence is designated by the local government under the Act on Comprehensive Support for Persons with Disabilities, a process that confirms the building meets equipment requirement including safety, and staffed around the clock at nationally prescribed ratios. In practice we exceed several of those ratios, assigning Service Managers in some facilities at levels above the statutory minimum, and we monitor every resident’s Individual Support Plan more frequently and in greater detail than the law requires. We must also keep those plans up to date and bill for disability welfare services at the rates set by the national government. Should an inspection reveal chronic understaffing or inaccurate claims, the prefectural governor can freeze new admissions, demand repayment of fees already received, or—at the extreme—revoke a home’s license. Because the amounts of self-support benefits that is based on the Comprehensive Support Act for Persons with Disabilities are reviewed only every three years, future rate changes that fail to match rising wages or utility costs could also squeeze margins.

Home-Visit Nursing Services

Our home-visit nursing teams hold dual certificates under the Health Insurance Act and the Long-Term Care Insurance Act. Each certificate must be renewed every six years and depends on our keeping a full-time registered nurse on staff, following strict clinical protocols and charging only the point values published in the national fee table. Prefectural health bureaus can audit our electronic claims and even visit our offices on unannounced as necessary; if they uncover over-billing, sub-standard care or a breach of data privacy, they can demand immediate repayment, impose temporary suspension from the billing system or cancel a station’s certificate. A certificate loss would halt service delivery in that region, so sustained compliance is critical to both revenue continuity and reputation.

Construction & Real-Estate Operations

All development and brokerage activities rest on Minister of Land, Infrastructure, Transport and Tourism and a prefectural real-estate broker license and, for construction projects, a construction-business permit. The license obliges us to employ licensed real-estate agents, belong to a client-compensation guarantee association or deposits of security and provide purchasers with a statutory “Explanation of Important Matters” before contract signing. Every new building must pass local structural, fire-safety and accessibility inspections depending on their use and size; with some exceptions, occupancy is illegal without the final certificate. If a project were to violate zoning rules, omit required disclosures or fail inspection, regulators could levy fines, suspend our brokerage activities for up to a year or, in a severe case, revoke the license, forcing us to halt property sales and leases until reinstatement.

Labor Laws

We comply with all major Japanese labor laws, including the Labor Standards Act, the Industrial Safety and Health Act, and the Labor Contracts Act. Our internal work rules incorporate the minimum standards set forth by these laws regarding working hours, overtime, rest breaks, and paid leave. Working time is recorded through an electronic time and attendance system. Employment contracts—whether open-ended or fixed-term—include change-management and disciplinary clauses that conform to the requirements of the Labor Contracts Act, and the full text of our work rules has been filed with the competent Labor Bureau.

Personal Information

We handle personal data in three principal categories — (a) employees, whose records we maintain for payroll, tax, and HR management; (b) residents of our AMANEKU group homes, whose care plans and medical information fall under “Special Care-Required Personal Information”; and (c) clients and counterparties in real-estate and land-brokerage transactions, for whom we collect contact details and know-your-customer data. All such processing is governed by Japan’s Act on the Protection of Personal Information (Act No. 57 of 2003, as amended) and its implementing guidelines, which require secure custody, role-based access, and strict limits on third-party sharing. Recent amendments extend the Act to cover both pseudonymised information (kamei kakō jōhō) and individual-related information (kojin kanren jōhō). As of the date of this prospectus, we are in full compliance with all applicable personal-data regulations.

Cross-Cutting Regulatory Risks

Across all three domains, our ability to generate revenue depends on holding multiple licenses, meeting evolving quality standards and complying with government-controlled pricing. Regulatory changes—such as higher minimum staffing ratios, tighter construction codes or reimbursement cuts—could increase costs or reduce margins. Major non-compliance could trigger license suspension, fee claw-backs or service interruptions, which in turn would affect occupancy, cash flow and brand reputation. To mitigate these risks we maintain a company-wide compliance office, and we have had no material sanctions since our founding in 2021.

MANAGEMENT

Executive Officers and Directors

Set forth below is information concerning our directors and executive officers.

Set forth below is a brief biography of each of our executive officers and directors.

Executive Officers

Tatsuma Yoshida. Mr. Yoshida founded AMATUHI Inc. in 2021. He has served as our Chief Executive Officer since June 2025. Since 2021, Mr. Yoshida has been the Chief Executive Officer and director of AMATUHI Inc. where he is responsible for the overall management of the company. Since 2024, he has been the director of Life Shine Co., Ltd., our subsidiary, where he provides board-level oversight of the operation. Since 2020, he has been the director of Tasukeai General Incorporate Association, where he oversees its governance and training program. Since 2018, he has been a Representative Certified Administrative Procedures Legal Specialist of Minaterrace Gyoseishoshi Office, where he provides legal consulting and preparation of permits, immigration, and corporate compliance documents as well as supervises its employees. Mr. Yoshida qualifies as a Director based on his past work experience a Director of Life Shine Co., Ltd, and Tasukeai General Incorporate Association.

Yoshifumi Arita. Mr. Yoshihito Arita has served as our Chief Financial Officer since June 2025. Mr. Arita has been the Chief Financial Officer and director of AMATUHI Inc. where he is responsible for its accounting, finance, and corporate planning. Since 2022, he has been a Chief Executive Office of Kuno&Arita Tax Co., where he is responsible for supervising management and sales. Since 2018, he has been a Chief Executive Office of Kuno&Arita FP&A Solutions Inc., where he is responsible for supervising management and sales. Mr. Arita received his bachelor’s degree in Political Science and Economics from Meiji University in 2010. Mr. Arita’s financial experience, work background and management skills qualify him to serve as a Director.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

Board Committees and Director Independence

Prior to this offering, there has been no public market for our common stock. Our common stock is not currently listed on any national securities exchange market nor quoted on the OTC Markets. We intend to list our common stock on the Nasdaq Capital Market, upon pending approval of our Registration Statement.

Controlled Company and Director Independence

The “controlled company” exception to the rules of the Nasdaq Capital Market provides that a company of which more than 50% of the voting power is held by an individual, group or another company, a “controlled company,” need not comply with certain requirements of the Nasdaq Capital Market corporate governance rules. As stated above, Tatsuma Yoshida and Yoshifumi Arita collectively own shares of our Common Stock which represents 100% of the voting power of our outstanding capital stock. As a result, the Company is a “controlled company” under the Nasdaq Capital Market corporate governance standards. As a controlled company, the Company does not have to comply with certain corporate governance requirements under the Nasdaq Capital Market rules, including the following:

The Company intends to avail itself of these exemptions. Therefore, for as long as the Company remains a “controlled company,” the Company will not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. If at any time the Company ceases to be a “controlled company” under the rules of the Nasdaq Capital Market, the Company’s Board of Directors will take all action necessary to comply with the corporate governance rules of the Nasdaq Capital Market, including establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

Notwithstanding the Company’s status as a controlled company, the Company will remain subject to the corporate governance standard of the Nasdaq Capital Market that requires the Company to have an audit committee with at least three independent directors as well as composed entirely of independent directors. As a result, the Company must have at least one independent director on our audit committee at the time of listing on the Nasdaq Capital Market, at least two independent directors within 90 days of listing on the Nasdaq Capital Market and at least three independent directors within one year of listing on the Nasdaq Capital Market, where at least one of the independent directors qualifies as an audit committee financial expert under SEC rules and as a financially sophisticated audit committee member under the Nasdaq Capital Market rules.

The Company’s Board of Directors has affirmatively determined that two of its five directors, including [●] are non-independent directors of the Company and three of its five directors, including [●] are independent directors of the Company. Therefore, more than a majority of the members of the Board of Directors consist of independent directors.

Committees of the Board of Directors

Audit Committee

We have established an audit committee, which consists of three independent directors; [●], [●] and [●]. [●] is the chairperson of our audit committee. [●] qualifies as an audit committee financial expert under SEC rules and as a financially sophisticated audit committee member under the Nasdaq Rules. Our audit committee adopted a written charter, a copy of which is posted on the Corporate Governance section of our website, at [●]. 

Our audit committee is responsible for, among other things:

Compensation Committee

Because we will be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq Capital Market, we will not be required to, and do not currently expect to, have a compensation committee. If and when we are no longer a “controlled company”, we will be required to establish a compensation committee. We anticipate that such a compensation committee would consist of three directors who will be “independent” under the rules of the SEC, subject to the permitted “phase-in” period pursuant to the rules of the Nasdaq Capital Market. Upon formation of a compensation committee, we would expect to adopt a compensation committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and the Nasdaq Capital Market standards.

Nominating and Corporate Governance Committee

Because we will be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq, we will not be required to, and do not currently expect to, have a nominating and corporate governance committee. If and when we are no longer a “controlled company”, we will be required to establish a nominating and corporate governance committee. We anticipate that such a nominating and corporate governance committee would consist of three directors who will be “independent” under the rules of the SEC, subject to the permitted “phase-in” period pursuant to the rules of the Nasdaq. Upon formation of a nominating and corporate governance committee, we would expect to adopt a nominating and corporate governance committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and the Nasdaq standards.

A stockholder may nominate one or more people for election as a director at an annual meeting of stockholders if the stockholder complies with the notice and information provisions contained in our bylaws. Such notice must be in writing to our Company not less than 90 days and not more than 120 days prior to the anniversary date of the preceding year’s annual meeting of stockholders or as otherwise required by the requirements of the Exchange Act. In addition, stockholders furnishing such notice must be a holder of record on both (i) the date of delivering such notice and (ii) the record date for the determination of stockholders entitled to vote at such meeting.

Code of Ethics

The Company has adopted a Code of Ethics and Business Conduct that applies to all of its directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, and any person performing similar functions) and employees. The Code of Ethics and Business Conduct is available on our website at [●].

We are required to disclose any amendment to, or waiver from, a provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. We intend to use our website as a method of disseminating this disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to our website within four (4) business days following the date of any such amendment to, or waiver from, a provision of our code of ethics.

Limitation on Liability and Indemnification of Officers and Directors

Our certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is not permitted by the General Corporation Law of the State of Delaware.

We intend to enter into separate indemnification agreements with our directors and officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our amended and restated certificate of incorporation and bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our certificate of incorporation and bylaws.

Our certificate of incorporation also permits us to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We intend to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions and the insurance are necessary to attract and retain talented and experienced officers and directors.

Any repeal or amendment of provisions of our certificate of incorporation affecting indemnification rights, whether by our Board of Directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table sets forth, for the fiscal years ended March 31, 2025 and 2024, the dollar value of all cash and noncash compensation earned by any person that was our principal executive officer (“PEO”) or other executive officer during the last fiscal year.