As filed with the U.S. Securities and Exchange Commission on June 29, 2026

Registration No. 333-[________]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Koei Group Co., Ltd.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Koei Group Co., Ltd.
Shinagawa Grand Central Tower 2-16-3 Konan,

Minato-ku, Tokyo, 108-0075 Japan

Telephone: +81-3-3450-0581

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

Robert Wagner

Chief Business Officer

7001 I-10, Unit 110

San Antonio, Texas 78213

Telephone: (210) 802-5643

(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 the effective date of this registration statement.

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, please 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 an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant files 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 becomes effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus does not constitute an offer to sell or a solicitation of an offer to purchase securities in any jurisdiction where offer or sale is not authorized.

Koei Group Co., Ltd.

[_______] Common Shares

We are offering [________] common shares, no par value. This is our initial public offering. Prior to the offering, there has been no public market for our common shares. We expect the initial public offering price to be between US$[___] and US$[___] per share. For purposes of this prospectus, the assumed initial public offering price per share is US$[___], the low-end of the anticipated price range.

We are also seeking to register the (i) warrants to purchase [________] common shares (or warrants to purchase [________] common shares if the underwriters exercise the over-allotment option in full) (the “Representative’s Warrants”), being issued to the representative of the underwriters (the “Representative”) in connection with the offering, as well as (ii) [________] common shares (or [________] common shares if the underwriters exercise the over-allotment option in full) issuable upon exercise of the Representative’s Warrants at an exercise price of $[___] per share (110% of the assumed initial public offering price).

We have applied to list our common shares on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “KOEI.” We believe that upon the completion of the offering contemplated by this prospectus, we will meet the standards for listing on the Nasdaq. We cannot guarantee that we will be successful in listing our common shares on the Nasdaq; however, we will not complete this offering unless we are so listed.

Unless otherwise noted, the share and per share information in this prospectus have been adjusted to give effect to the 30,000-for-1 stock split (“Forward Stock Split”) of our outstanding common shares, which was effective on September 8, 2025.

We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary— Implications of Being an Emerging Growth Company and a Foreign Private Issuer.”

Investing in our common shares involves a high degree of risk. Before purchasing any shares, potential investors should carefully read the discussion of the material risks of investing in our common shares under the heading “Risk Factors” beginning on page 20 of this prospectus.

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

We have granted a 45-day option to the underwriters to purchase up to [______] additional common shares solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting cash discounts and commissions payable by us will be US$[____], and the total proceeds to us, before expenses, will be US$[____].

Delivery of the common shares is expected to be made on or about [____], 2026.

Roth Capital Partners

The date of this prospectus is                   , 2026

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us. Neither we nor the underwriters have authorized anyone to provide you with information that is different, and neither we nor the underwriters take any responsibility for, and provide any assurance as to the reliability of, any information, other than the information in this prospectus and any free writing prospectus prepared by us. We are offering to sell our common shares, and seeking offers to buy our common shares, only in jurisdictions where such offers and sales are permitted. This prospectus is not an offer to sell, or a solicitation of an offer to buy, our common shares in any jurisdictions where, or under any circumstances under which, the offer, sale, or solicitation is not permitted. The information in this prospectus and in any free writing prospectus prepared by us is accurate only as of the date on its respective cover, regardless of the time of delivery of this prospectus or any free writing prospectus or the time of any sale of our common shares. Our business, results of operations, financial condition, or prospects may have changed since those dates.

Before you invest in our common shares, you should read the registration statement (including the exhibits thereto and the documents incorporated by reference therein) of which this prospectus forms a part.

For investors outside of the United States: Neither we nor the underwriters have done anything that would permit this offering, or the possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and observe any restrictions relating to, this offering and the distribution of this prospectus.

Notice to prospective investors in Japan: Our common shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan. Accordingly, none of our common shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations, and ministerial guidelines of Japan in effect at the relevant time.

Cautionary Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results, and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We describe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under the heading “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied, or forecast by our forward-looking statements. Accordingly, potential investors should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

ABOUT THIS PROSPECTUS

As used in this prospectus, unless the context otherwise requires or otherwise states, references to the “Company,” “we,” “us,” “our,” and similar references refer to Koei Group Co., Ltd. (formerly DARINGATE CO., LTD.), a Japanese corporation, and its direct and indirect subsidiaries, including, KOEI JAPAN CO., LTD., a Japanese corporation, KOEISING PTE. LTD., a Singaporean corporation, Hidaka Koei (Thailand) Co., Ltd., a Thai corporation, EPJ CO., LTD., a Japanese corporation and Koei US, Inc., a Texas corporation.

Our functional currency is the Japanese yen (which we refer to as “¥”). Our reporting currency is the U.S. dollar. The terms “$” or “US$” refer to U.S. dollars, the legal currency of the United States. Consistent with ASC 830, the reporting currency is converted at the following rates:

We make no representation that the Japanese yen or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Japanese yen, as the case may be, at any particular rate or at all.

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles (which we refer to as “US GAAP”). Our fiscal year ends on February 28 of each year, except in leap years when it ends on February 29, as does our reporting year. Therefore, any references to 2026 and 2025 are references to the fiscal and reporting years ended February 28, 2026 and February 28, 2025, respectively. Our most recent fiscal year ended on February 28, 2026. See Note 2 in our audited consolidated financial statements as of and for the years ended February 28, 2026 and February 28, 2025, included elsewhere in this prospectus for a discussion of the basis of presentation of financial statements.

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

NON-GAAP FINANCIAL MEASURES

In addition to U.S. GAAP measures, we also use Adjusted EBITDA and Adjusted EBITDA Margin as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” in various places in this prospectus. These financial measures are presented as supplemental disclosure and should not be considered in isolation of, as a substitute for, or superior to, the financial information prepared in accordance with U.S. GAAP, and should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus. Adjusted EBITDA and Adjusted EBITDA Margin may differ from similarly titled measures presented by other companies.

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a reconciliation of non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with U.S. GAAP.

MARKET AND INDUSTRY DATA

This prospectus contains references to market data and industry forecasts and projections, which were obtained or derived from publicly available information, reports of governmental agencies, market research reports, and industry publications and surveys. These sources generally state that the information contained therein has been obtained from sources believed to be reliable. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and additional uncertainties and risks regarding the other forward-looking statements in this prospectus due to a variety of factors, including those described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the forecasts and estimates.

TRADEMARKS AND COPYRIGHTS

We hold registered trademarks in Japan for “DARINGATE” and “KOEI” which were issued in 2025. This prospectus may also contain trademarks, service marks, and trade names of other companies that are the property of their respective owners. The use or display of trademarks, service marks, trade names or services of third parties in this prospectus does not imply, and should not be construed to imply, any affiliation, endorsement or sponsorship by the Company. For the convenience of readers only, some copyrights, trade names, and trademarks mentioned in this prospectus may appear without their ©, ® and ™ symbols.

PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering, and selected information contained in this prospectus. This summary is not complete and does not contain all of the information that potential investors should consider before deciding whether to invest in our common shares. For a more complete understanding of us and this offering, we encourage you to read and consider the more detailed information in this prospectus, including “Risk Factors” and the financial statements and related notes. As used in this prospectus, unless the context otherwise requires or otherwise states, references to “Koei,” the “Company,” “we,” “us,” “our,” and similar references refer to Koei Group Co., Ltd., a Japanese corporation, and its direct and indirect subsidiaries, including, KOEI JAPAN CO., LTD., a Japanese corporation, KOEISING PTE. LTD., a Singaporean corporation, Hidaka Koei (Thailand) Co., Ltd., a Thai corporation, EPJ CO., LTD., a Japanese corporation and Koei US, Inc., a Texas corporation.

Business Overview

Koei delivers secure, compliant, and sustainable solutions that protect data, recover resources, and enable customers to lead responsibly across the value chain. By transforming end-of-life technology and industrial waste into new value, we help fuel the global circular economy. We are a Japan-based holding company with consolidated subsidiaries in Japan, Singapore, Thailand, and the United States. Our business spans three primary areas—material recycling, information technology asset disposition (“ITAD”), and industrial waste management—with professional services in the United States representing a developing fourth business line.

Our operating subsidiaries include:

The following diagram reflects our current organizational structure as of the date of this prospectus:

We process a wide range of products, including information technology (“IT”) equipment, office automation (“OA”) equipment, consumer electronics, circuit boards, non-ferrous metals, and large industrial machinery. Our vertically integrated operation combines manual dismantling, two large industrial crushers with different crushing methods, and advanced sorting equipment capable of particle size separation, aluminum separation, and electromagnetic metal separation to recover a variety of materials, including gold, silver, palladium, copper, aluminum, and iron. These materials are sold to metal smelters and refiners, contributing to the global supply chain of critical raw materials.

Our ITAD services provide secure, compliant, and ESG-aligned solutions to corporations, government agencies, and institutional clients. We deliver a range of services, including certified data erasure, physical destruction, and asset resale. Data sanitization is performed through a combination of physical destruction, magnetic degaussing, and software-based erasure within secure, licensed facilities.

We operate dedicated ITAD facilities in Japan and Singapore, both of which maintain security protocols aligned with industry standards. In Japan, we also deploy mobile shredding units—specially equipped vehicles that perform on-site destruction directly at customer locations, eliminating transport risk and reinforcing data protection.

Refurbishable assets are resold under strict quality control standards, generating revenue while supporting clients’ ESG objectives. Our ITAD operations contribute to sustainability goals by enabling reuse, reducing landfill waste, and recovering critical components. We also participate in leading regulatory frameworks such as the Carbon Disclosure Project (“CDP”) and Taskforce on Nature-related Financial Disclosures (“TNFD”), and are certified under the Science Based Targets initiative (SBTi) to reduce Scope 1 and Scope 2 greenhouse gas emissions.

In Japan, we operate a licensed industrial waste management business through KOEI JAPAN Co., Ltd. (“KOEI JAPAN”), offering a one-stop solution that includes collection, transport, intermediate treatment, and resource recovery. We maintain licenses and favorable certifications in 46 of Japan’s 47 prefectures (excluding Okinawa), and operate certified treatment facilities in Yokohama City and Kitakyushu City. These operations comply with Japan’s Waste Management and Public Cleansing Act, the Secondhand Goods Business Act, and other applicable environmental regulations. We also own EPJ CO., LTD., established in 2025 to further strengthen and expand our waste management operations in Japan.

Japan’s demanding regulatory environment—among the most rigorous globally—requires deep operational discipline, transparency, and technical expertise. Our ability to operate at scale within this framework is the result of decades of infrastructure investment, regulatory engagement, and strict internal controls. This platform supports our broader international expansion and underpins our reputation as a trusted, high-compliance partner.

Over 95% of our revenue for the fiscal years ended February 28, 2026 and 2025 was derived from the sale of recycled materials and reused IT assets, with the remaining 5% from industrial waste management and other services fees. For the years ended February 28, 2026 and 2025, the Company reported revenues of US$47,665,800 and US$43,837,761, respectively, net income of US$1,885,665 and US$1,185,085, respectively, and had net cash provided by operating activities of US$4,288,651 and US$1,092,623, respectively.

Our integrated model, breadth of licensed services, internationally recognized certifications (ISO9001, ISO14001, ISO27001, ISO45001, R2v3), and reputation for reliability position us to serve both public- and private-sector customers globally. In Japan, our competitive strength is further reinforced by our three major recycling centers, which anchor our operations and support deep, long-standing relationships with municipalities and enterprise clients. Our environmental commitment has been recognized with a “B” score from the CDP—a leading international nonprofit that evaluates climate-related performance on an eight-tier scale (A, A-, B, B-, C, C-, D, D-, F). This rating reflects our adherence to emissions, safety, and resource recovery standards, and supports our positioning as a trusted partner for ESG-aligned operations.

Our international expansion reflects a focused strategy targeting markets with rising demand for secure, compliant, and ESG-aligned services. In January 2024, we established KOEI (THAILAND) CO., LTD., and on December 19, 2025, the Company entered into an agreement to sell a 49% ownership interest in KOEI THAILAND to HIDAKA HOLDINGS (2008) CO., LTD., for the purpose of business expansion in Southeast Asia by partnering with the established ferrous scrap recycling company in Thailand. The transaction was completed in February 2026, for a total cash consideration of THB980,000 (approximately US$32,000) and renamed KOEI (THAILAND) CO., LTD. to “Hidaka Koei (Thailand) Co., Ltd.” In the same month, the Company transferred an additional 2% ownership interest in Hidaka Koei (Thailand) Co., Ltd. to another entity incorporated in Thailand with no consideration. Through contractual arrangements with these Thai shareholders, the Company is able to control Hidaka Koei (Thailand) Co., Ltd. and consolidate its financial results in its consolidated financial statements. In March 2025, we acquired a 51% interest in Koei US, Inc. (“Koei US”), a Texas-based professional services firm formerly operating as Nufika LLC. Hidaka Koei (Thailand) Co., Ltd. is evaluating facility development for ITAD services. Koei US, which historically served the energy sector, is a licensed engineering firm in Texas and staffed by employees and contractors. Neither currently operates a dedicated ITAD facility, though both are integral to our long-term growth plans.

We see significant opportunity in the U.S. and Southeast Asia, where industrialization, digital infrastructure investment, and regulatory tightening are accelerating demand for secure asset disposition and material recovery. In Texas, we believe that Koei US is positioned to offer professional services and asset disposition services, particularly for energy, operational technology (“OT”), and digital infrastructure clients—offering a multimode service model for the U.S. market.

As we scale internationally, we are committed to disciplined investment, operational efficiency, and selective customer and contract targeting. We seek to preserve margin stability while pursuing expansion into higher-value service areas, including engineering, consulting, and technology-enabled offerings. We operate under standardized Basic Sales Agreements (BSAs) and Industrial Waste Collection, Transportation, and Disposal Outsourcing Basic Agreements (IWCTD Agreements), each containing customary protections and termination provisions.

As part of our belief in continuous improvement, we have made and will continue to make strategic investments to enhance our operations and service offerings.

We have invested in advanced process automation technologies, including Japan’s largest 4-axis shredders, vertical crushers, industrial-scale crushers, and sorting systems. These upgrades are designed to improve operational efficiency, increase data and environmental security, and support the responsible recovery of critical resources. In parallel, we are also exploring the possibility of developing proprietary technologies that build on our decades of operational and process expertise; however, no formal initiatives have been launched, and there is currently no established timeline or definitive development plan in place.

Koei is driven by a bold ambition: to transform end-of-life assets into engines of renewal, supporting the next generation of infrastructure resilience and advancing the circular economy. We believe the future demands more than sustainability—it calls for regeneration. Through strategic investments in technology, talent, and stewardship, we are building a secure, compliant, and globally scalable platform that delivers data-driven sustainable solutions. Our goal is to help businesses reduce risk, unlock value, and lead responsibly across the entire value chain.

Our Recycling and ITAD Facilities

Our recycling and ITAD operations are anchored by three strategically located facilities in Japan and one ITAD-focused facility in Singapore. Across all locations, we aim to maintain uniform standards of operational excellence, with a blend of precise manual disassembly and industrial-scale mechanical processing designed to maximize recycling rates, material purity, and regulatory compliance.

Yokohama Kanazawa Recycling Center (Kanagawa Prefecture, Japan)

Kitakyushu Recycling Center (Fukuoka Prefecture, Japan)

Chubu Recycling Center (Aichi Prefecture, Japan)

Singapore ITAD Facility

Japanese Environmental Performance and Compliance

Industry Overview and Market Opportunity

Koei operates at the intersection of two dynamic global sectors: resource recycling and asset disposition. Macroeconomic trends, regulatory pressures, rapid digital infrastructure expansion, and technological shifts accelerating critical mineral demand are driving heightened demand for secure, compliant, and sustainable solutions to manage the lifecycle of digital infrastructure, OT systems, and industrial materials. We believe that Koei is positioned to capitalize on accelerating global demand for secure, compliant, and sustainable lifecycle solutions across ITAD, recycling, and professional services.

Global Resource Recovery and Circular Economy Trends

As governments and enterprises transition toward sustainable, circular models, there is a growing imperative to minimize waste and reintroduce materials into productive use. According to Grand View Research, rising metal prices and shorter product life cycles of consumer and electronic gadgets are intensifying pressure on ecosystems and supply chains.¹

In response, regulatory and corporate initiatives are increasingly prioritizing the recovery of high-value secondary raw materials—particularly gold, copper, palladium, and rare earth elements—essential to electronics, renewable energy systems, and advanced manufacturing. We believe that companies like Koei, with expertise in disassembly, sorting, and metal recovery, are critical to this supply chain.

Rising E-Waste Volumes and End-of-Life Asset Turnover

The Global E-waste Monitor 2024 reports that 62 million metric tons of e-waste were generated worldwide in 2023, with annual growth exceeding 2 million tons. Less than 20% of this volume is formally collected and recycled. Organizations face mounting challenges managing large inventories of end-of-life assets—ranging from smartphones to industrial control systems—amid increasing scrutiny over data privacy, traceability, and environmental performance. The accelerated deployment of AI, cloud computing, and hyperscale infrastructure is further shortening asset lifecycles, amplifying the need for secure, sustainable ITAD and recycling services.

Japan’s Regulatory Leadership in Waste Management

Japan is among the most tightly regulated waste management environments globally. Operators must comply with the Waste Management and Public Cleansing Act, Secondhand Goods Business Act, Air and Water Pollution Control Acts, Fire Service Act, and other stringent frameworks that govern licensing, documentation, and environmental safety.

KOEI JAPAN holds waste collection and treatment licenses in 46 of Japan’s 47 prefectures (excluding Okinawa) and operates intermediate treatment centers in Yokohama and Kitakyushu. Our streamlined industrial waste disposal service maximizes the recovery of high-value materials, significantly reduces landfill waste, and minimizes environmental impacts—achieving a 100% recycling rate for our primary product: discarded office equipment. Our operations are certified under ISO9001, ISO14001, ISO27001, ISO45001, and R2v3—demonstrating rigorous adherence to global standards. Long-term experience navigating these conditions serves as a strategic asset as we expand internationally.

¹ Grand View Research, 2025, Metal Recycling: Market Analysis, 2025

Digital Infrastructure Modernization and OTAD

Digital transformation in sectors such as energy, manufacturing, logistics, and infrastructure is expanding the footprint of OT systems—including supervisory control and data acquisition (“SCADA”) components, industrial sensors, programmable logic controllers (“PLCs”), and ruggedized computing hardware.

As legacy systems are replaced with next-generation technologies, there is demand for OT asset disposition (“OTAD”) services that combine secure disposition with technical expertise. Conventional ITAD vendors may lack the technical expertise required to support clients with these systems and the environments where they are located. We are developing capabilities and intend to support these markets.

Tightening Global Regulation and ESG Pressures

Regulators worldwide are imposing stricter mandates on data protection, environmental performance, and responsible material handling. Enterprises and public institutions face mounting pressure to demonstrate compliance with global frameworks. Koei’s licenses, certifications, and operational transparency position us to serve as both a qualified vendor and trusted partner in helping clients meet these evolving obligations.

Rising Demand for Critical Material Recovery

Supply chain vulnerabilities and geopolitical instability have made the recovery of critical raw materials—such as gold, copper, palladium, and rare earth elements—a strategic priority. The growth of renewable energy, electric vehicles, and AI-driven systems is amplifying global competition for these inputs.

Koei’s material recovery operations help reduce dependence on virgin extraction and directly support customer sustainability, resiliency, and resource security goals aligned with circular economy principles.

Market Opportunity in Japan, Southeast Asia and the U.S.

Japan’s ITAD and metals recycling markets are expanding, fueled by industrial modernization, smart infrastructure, and rising sustainability mandates. Together, they represent a significant long-term opportunity to capture value from secure decommissioning of technology assets and the growing demand for recycled metals across key industries.

Southeast Asia is undergoing rapid industrialization, digital infrastructure investment, and regulatory maturation—creating fertile ground for Koei’s Japanese operating model. We are expanding in Singapore and Thailand to meet rising institutional demand for secure, auditable, and ESG-aligned recycling and ITAD services.

In the United States, we are shifting towards integrated lifecycle solutions that meet sustainability mandates, data security needs, and regulatory compliance. Koei US provides an established foothold for us to deliver services into a mature but evolving market.

Our Solution

Koei aims to deliver a secure, and sustainable solution for the responsible disposition of end-of-life technology, industrial waste materials, and OT infrastructure. Our integrated platform combines certified recycling, ITAD, OTAD, and professional services to address the evolving needs of enterprise, industrial, and government clients.

End-to-End Recycling and Material Recovery

We operate a vertically integrated recycling infrastructure encompassing the collection, dismantling, processing, and resale of recovered raw materials. Our facilities in Japan feature manual disassembly lines, industrial-scale shredders and crushers, and sorters. These capabilities support efficient extraction of materials including precious metals, rare earth elements, and both ferrous and non-ferrous from a wide range of inputs—including IT devices, OA equipment, home appliances, and industrial machinery. By maximizing recovery yield and purity, we help reduce global dependence on virgin materials while advancing corporate and national circular economy objectives.

Secure ITAD and OTAD Services

Our ITAD platform provides full-spectrum, audit-ready services for end-of-life IT assets, including:

All operations align with ISO27001 for information security. In Japan, we operate mobile shredding units that offer secure, customer-facing destruction at the point of origin—delivered via a specially equipped Isuzu ELF 4-ton truck. This service aims to enhance trust, eliminate transport risks, and is designed for urban mobility. We plan to scale this ITAD business model across the Southeast Asia region by expanding existing ITAD business in Singapore and setting up new ITAD center in Thailand within a few years.

In the United States, we are building OTAD capabilities intended to securely decommission OT environments such as SCADA systems, PLCs, and ruggedized computing devices. Our OTAD processes will be aligned with industry standards and best practices.

We believe that this positions us to be a leading provider able to meet stringent data protection and infrastructure risk standards in critical industries.

Licensed Industrial Waste Management

In Japan, we offer fully certified collection, transport, and intermediate treatment of regulated industrial waste through KOEI JAPAN. Our services are licensed in 46 prefectures and supported by certifications including ISO9001, ISO14001, ISO45001, and R2v3. We process diverse waste streams—including IT, industrial machinery, and dismantled appliances—under a compliance-driven framework optimized for auditability and environmental stewardship. Our certified CFC recovery operations ensure safe handling of refrigerants and hazardous materials, aligned with national fluorocarbon control regulations.

Professional Services

Koei US currently provides professional services to clients in the energy, manufacturing, and industrial sectors. Our offerings currently include:

As we grow internationally, the intent is to add these professional service capabilities in other markets, where there is demand for infrastructure development and ESG-aligned modernization.

Our professional services use industry best practices and are intended to support digital infrastructure, OT systems, and production and manufacturing environments. By integrating these services with physical asset disposition and recycling, we are delivering a full-lifecycle offering—from strategic planning to execution and compliance assurance.

We believe that these knowledge-based services complement our asset disposition services by providing strategic guidance to customers navigating digital transformation, infrastructure modernization, and sustainability initiatives.

Technology Enabled Digital Services

We are exploring proprietary technologies that build on decades of field experience across recycling, ITAD, and operations. Our innovation strategy focuses on:

These initiatives are designed to strengthen scalability, improve customer value, and support long-term competitive differentiation in global circular economy and digital infrastructure markets.

Key Benefits to Customers

Koei provides enterprise, government, and industrial clients with an integrated, end-to-end platform for secure, compliant, and sustainable management of technology assets, OT systems, and industrial waste. Bundled solutions help customers reduce risk, meet regulatory and ESG requirements, and enhance operational efficiency throughout the asset lifecycle.

Comprehensive Lifecycle Solutions

By delivering a broad range of capabilities—from decommissioning and data erasure to material recovery, industrial waste treatment, and professional services we seek to simplify vendor management, reduce total cost of ownership, and improve service for our customers.

Secure Data Destruction and Regulatory Assurance

Our services comply with globally recognized standards, including:

We offer certified data erasure, auditable chain-of-custody protocols, and secure physical destruction, helping clients safeguard sensitive data and meet jurisdiction-specific privacy, ESG, and environmental disclosure obligations.

These frameworks aim to provide additional assurance to infrastructure operators and regulated industries managing complex digital and physical transitions.

OT Asset Management

Through Koei US, we offer OT asset management services tailored to operational infrastructure—such as SCADA systems, PLC networks, and ruggedized computing hardware—across sectors like energy, manufacturing, and utilities. We believe that our combined technical and regulatory expertise allows us to manage assets that may be beyond the scope of conventional ITAD providers, reducing customer risk in highly regulated or mission-critical environments.

Professional Services

Koei US’s professional services team provides strategic and technical advisory support for operating environments, infrastructure modernization, and digital transformation projects. We believe that these knowledge-based services complement our physical asset recovery offerings, enabling us to support clients through planning, execution, and compliance.

Sustainability and Circular Economy Enablement

Our recycling and ITAD operations help clients meet their sustainability and net-zero goals by:

We also support closed-loop recovery programs and resource efficiency mandates for multinational clients, public-sector agencies, and infrastructure operators.

Competition and Competitive Strengths

There are many competitors, from large companies to new entrants in our industry. Price competition with other companies in the same industry is considered to exist in every country, and price competition is essential for ITAD and materials. In Japan, our main competitors are the following three companies, but we seek to differentiate ourselves through our permits, certification standards, and environmental measures and have built a strong customer base.

We believe that Koei is uniquely positioned at the nexus of sustainability, digital transformation, and infrastructure modernization. We believe that our integrated platform, regulatory credibility, and technical capabilities distinguish us from both regional recyclers and global ITAD or professional services incumbents.

Leadership in One of the World’s Most Stringent Regulatory Markets

Our operations in Japan—a country with some of the strictest environmental and industrial waste regulations globally—demonstrate deep compliance expertise and institutional discipline. We maintain licenses in 46 of 47 prefectures, operate certified intermediate treatment facilities, and consistently pass rigorous inspections. We believe that this track record validates our ability to operate under high scrutiny and positions us to scale responsibly in other complex jurisdictions.

Integrated Full-Lifecycle Platform

Koei is a provider that can globally offer end-to-end services across:

We believe that this breadth enables us to serve as a single-source partner for clients requiring secure asset disposition, ESG compliance, and infrastructure modernization. Our bundled model delivers operational efficiency and customer value not available through fragmented or single-service vendors.

OT Asset Lifecycle Management

Through Koei US, we provide asset management services for OT systems such as SCADA systems, PLC networks, and industrial automation equipment. Managing these assets often requires specialized expertise, protocols, and on-site capabilities that are may be outside the scope of traditional IT asset services. Our experience in these areas allows us to support the full lifecycle of OT infrastructure, positioning us as a reliable partner for energy, manufacturing, and industrial operators.

Scalable, Discipline-Based International Growth Strategy

We are exporting our proven Japanese operating model—characterized by its rigor, thorough documentation, and strong compliance standards—into Southeast Asia and North America. This model adapts to local frameworks while maintaining global service quality and audit standards. Our strategic and methodical expansion is designed to preserve margins, mitigate risk, and unlock sustainable growth opportunities across maturing asset disposition and industrial recycling markets.

Growth Strategies

Koei is focused on disciplined international expansion, margin-enhancing service integration, and innovation to capture long-term demand for secure, compliant, and sustainable asset disposition, material recycling, and professional services. Our strategy is built around proven operational foundations, scalable infrastructure, and targeted investment in growth markets.

Expand Our International Footprint with a Focus on Southeast Asia and North America

We are aiming to scale our Japanese operating model— characterized by strict regulatory compliance, operational transparency, and a commitment to ESG principles—into geographies undergoing rapid industrial and digital transformation.

Scale OTAD Capabilities

Through Koei US, we are pursuing OT service offerings that serve sectors with complex industrial systems, including:

Our goal is to be a leader in these segments of our business by integrating secure decommissioning, professional services, and compliance with industry standard cybersecurity and infrastructure risk frameworks. We believe that OTAD has the potential to be an under-addressed category that complements our core recycling and ITAD operations.

Deepen Customer Engagement Through Cross-Selling and Bundled Solutions

We are seeking to enhance customer value and wallet share by offering bundled, lifecycle-oriented service packages that combine:

We believe that this approach allows us to serve as a single-source provider for customers navigating infrastructure modernization, ESG targets, and end-of-life compliance challenges.

Expand Industrial Waste Management Capacity and Efficiency

Through EPJ CO., LTD., we are enhancing our industrial waste operations in Japan by:

We believe that these improvements will increase throughput, improve client coverage, and support margin stability through greater operational leverage.

Pursue Strategic Acquisitions and Partnerships

We are actively evaluating selective acquisitions and alliances to strengthen our platform. Focus areas include:

Our M&A strategy is guided by operational and financial discipline, with a focus on cultural fit, regulatory readiness, and synergies that support our platform’s long-term scalability.

Expand Margin Profile Through Professional Services

We aim to continue scaling our professional services—currently supported by Koei US—in the U.S. and may phase into Japan and Southeast Asia in time. These services may include:

We believe that these engagements can provide revenue, increase retention, and position Koei as a lifecycle partner rather than a commodity vendor.

Develop Technology Enabled Digital Services to Support Scalability and Competitive Advantage

We are exploring the development of proprietary tools and platforms to improve:

These efforts will be designed to support scalability, protect margins, and create defensible advantages in an increasingly digital and compliance-driven asset lifecycle market.

Our Customers

Koei serves a diverse and expanding customer base that includes multinational corporations, public-sector entities, infrastructure operators, and industrial enterprises. Our integrated platform—spanning recycling, ITAD, industrial waste management, and professional services—allows us to address complex, evolving customer needs across geographies and industries.

We operate primarily under a Business-to-Business (B2B) model, serving organizations that prioritize regulatory compliance, data security, and environmental stewardship. While our current focus is institutional, we are evaluating future service models to reach individual consumers through mobile or digital offerings.

Large Enterprises and Multinational Corporations

We provide end-to-end lifecycle solutions to large enterprises and multinational corporations across:

Public Sector and Government Agencies

We serve municipal and national entities managing sensitive IT assets and regulated waste. We believe that our track record of compliance, chain-of-custody integrity, and ISO/R2v3 credentials make us a trusted partner for mission-critical projects—particularly in Japan, where we hold licenses in 46 prefectures.

Infrastructure Operators and Industrial Enterprises

Through our professional services capabilities, we can serve utilities, industrials, manufacturing, and logistics operators undergoing infrastructure modernization with secure decommissioning and upgrades of SCADA systems, PLCs, ruggedized computing, and legacy control equipment—delivered with technical assurance and regulatory alignment.

Data Centers and Cloud Infrastructure Providers

We can support hyperscale and enterprise data centers with:

This is expected to be a growing segment for Koei, especially in regions like Texas and Southeast Asia where AI and cloud infrastructure are scaling.

Small and Medium-Sized Enterprises (SMEs)

In Japan, we support SMEs through mobile shredding units and modular service offerings. These solutions enable on-site secure data destruction and flexible recycling for clients with lower volume but high compliance needs. We plan to expand similar service formats into Singapore and Thailand.

Customer Acquisition and Digital Marketing

We leverage performance-driven digital marketing strategies across key regions. Between August 2023 and July 2024:

Our campaigns focus on high-conversion landing pages and targeted search advertising. We continue to refine our digital strategy to cost-effectively grow demand and conversion in high-priority regions.

Material Sourcing

Our material inputs are sourced from a wide range of upstream channels:

This diversified sourcing ensures consistent volumes, pricing resilience, and alignment with customer ESG and compliance priorities.

Reliance on Copper in Our Recycling Operations

A substantial portion of our material throughput and recycling revenue remains concentrated in copper and copper-based materials. For the fiscal year ended February 28, 2026, copper and copper-containing inputs accounted for approximately 79.4% of the total materials processed. The remaining material mix comprised circuit boards (13.0%), aluminum (4.7%), iron (1.8%), and other materials (1.1%), with such other materials including stainless steel, batteries, special metals, recycled paper, plastics, and waste oil. Within our copper processing operations in the fiscal year ended February 28, 2026, primary copper-related input categories included motors (26.9%), radiators (19.1%), raw copper (21.9%), miscellaneous copper-containing items (5.4%), and electric wires (6.1%). A notable element of our processing is the “black motor” separation technique: approximately 26.9% of our copper recovery is derived from dismantling metal casings to extract internal copper windings, a process that also yields residual aluminum, iron, and other metals. We have continued and expect to continue this reliance on copper for the fiscal year ended February 28, 2027.

Our recycled metals, including copper and other recovered metals, are sold directly to smelters and refiners, feeding back into the global metals supply chain. As such, our business is directly connected to and influenced by the global supply, demand, and pricing dynamics for copper and other base and precious metals. Given the significant role of copper in our business, global market trends in copper demand, supply constraints, production, and pricing are of central importance to our operations and results.

For a detailed description of our reliance on copper in our recycling operations, see “Description of Business— Reliance on Copper in Our Recycling Operations” on page 74 of this prospectus.

Implications of Being an Emerging Growth Company and a Foreign Private Issuer

We are an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (which we refer to as the “JOBS Act”). As such, we are eligible to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to reporting companies that make filings with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). For so long as we remain an emerging growth company, we will not be required to, among other things:

The JOBS Act also permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (ii) the last day of the fiscal year during which we have total annual gross revenue of at least US$1.235 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), which means the market value of our common shares that are held by non-affiliates exceeds US$700.0 million as of the last business day of our most recently completed second fiscal quarter, and (iv) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three- year period.

In addition, we report in accordance with SEC rules and regulations applicable to a “foreign private issuer.” As a foreign private issuer, we will take advantage of certain provisions under the rules that allow us to follow the laws of Japan for certain corporate governance matters. Even when we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

As a foreign private issuer, we have four months after the end of each fiscal year to file our annual report on Form 20-F with the SEC. In addition, our executive officers, directors, and principal shareholders are exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act.

Foreign private issuers, like emerging growth companies, are exempt from certain more stringent executive compensation disclosure rules. As such, even when we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will continue to be exempt from the more stringent compensation disclosures required of public companies that are not a foreign private issuer.

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies:

In this prospectus, we have taken advantage of certain of the reduced reporting requirements as a result of being an emerging growth company and a foreign private issuer. Accordingly, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

Corporate Information

Koei Group Co., Ltd. (“Koei”) was incorporated under the laws of Japan on August 8, 2024, under the name DARINGATE CO., LTD., and changed its name to the current name on May 8, 2025. Our agent for service of process in the United States is Robert Wagner, our Chief Business Officer, at Koei US, Inc. located at 7001 I-10, Unit 110, San Antonio, Texas 78213. Our principal executive office is located at 2-16-3 Konan, Minato-ku, Tokyo 108-0075, Japan. Our telephone number is +81-3-3450-0581. Our website address is https://koeigrp.com/. Information contained on, or accessible through, our website is not incorporated by reference into this prospectus, and you should not consider it part of this prospectus. The address of our website is included in this prospectus for informational purposes only.

THE OFFERING

(1) Unless we indicate otherwise, all information in this prospectus:

SUMMARY OF RISK FACTORS

Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

RISK FACTORS

An investment in the common shares is highly speculative and involves a high degree of risk. We operate in a dynamic and rapidly changing industry that involves numerous risks and uncertainties. You should carefully consider the factors described below, together with all of the other information contained in this prospectus, including the audited financial statements and the related notes included in this prospectus, before deciding whether to invest in the common shares. These risk factors are not presented in the order of importance or probability of occurrence. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that event, the market price of the common shares could decline, and you could lose part or all of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

General Risks Related to our Business

We are a holding company and depend upon our operating subsidiaries for our cash flows.

We are a Japanese holding company engaged in the resource recycling business through our direct and indirect operating subsidiaries KOEI JAPAN CO., LTD. (formerly Koei Shoji Co., Ltd.), a Japanese corporation, KOEISING PTE. LTD. (formerly DARINGATE PTE. LTD.), a Singaporean corporation, Hidaka Koei (Thailand) Co., Ltd. (formerly KOEI (THAILAND) CO., LTD.), a Thai corporation, Koei US, Inc. (formerly Nufika LLC), a Texas corporation and EPJ CO., LTD., a Japanese corporation. As a holding company incorporated under Japanese law with no material operations of its own, the Company’s operations have been conducted by its subsidiaries. Consequently, our cash flows and our ability to meet our obligations depend upon the cash flows of our operating subsidiaries and the payment of funds by these operating subsidiaries to us in the form of dividends, distributions or otherwise. The ability of our operating subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities and legal restrictions. Any failure to receive dividends or distributions from our operating subsidiaries when needed could have a material adverse effect on our business, results of operations or financial condition.

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds to invest in future growth opportunities. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could seriously harm our business and operating results. If we incur debt, the debt holders would have rights senior to common shareholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common shares. Furthermore, if we issue equity securities, shareholders will experience dilution, and the new equity securities could have rights senior to those of our common shares. Any additional equity or equity-linked financings would be dilutive to our shareholders. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. As a result, our shareholders bear the risk of our future securities offerings reducing the market price of our common shares and diluting their interest.

There is a risk that we will be a passive foreign investment company (which we refer to as “PFIC”) for the current or any future taxable year, which could result in material adverse U.S. federal income tax consequences if you are a U.S. holder.

A non-U.S. corporation, such as our Company, is classified as a PFIC for any taxable year in which, after applying relevant look-through rules with respect to the income and assets of its subsidiaries, either:

(i) 50% or more of the value of the corporation’s assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets; or

(ii) at least 75% of the corporation’s gross income is passive income. “Passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. In determining the value and composition of our assets, the cash we raise in this offering will generally be considered to be held for the production of passive income and thus will be considered a passive asset.

The determination of whether a corporation is a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules that are subject to differing interpretations. In addition, the determination of whether a corporation will be a PFIC for any taxable year can only be made after the close of such taxable year. Our PFIC status will depend, in part, on the amount of cash that we raise in this offering and how quickly we utilize the cash in our business. Furthermore, because we may value our goodwill based on the market price of the common shares in this offering, a decrease in the market price of the common shares may also cause us to be classified as a PFIC for the current or any future taxable year. Based upon the foregoing, it is uncertain whether we will be a PFIC for our current taxable year or any future taxable year. We believe we were not a PFIC in prior taxable year 2024 because less than 75% of our gross income was passive income and less than 50% of the average value of our assets consisted of assets that would produce passive income in 2024.

If we are a PFIC for any taxable year during which a U.S. holder (as defined below) owns common shares, certain adverse U.S. federal income tax consequences could apply to such U.S. holder. See “Certain Tax Considerations — Certain U.S. Federal Income Tax Considerations for U.S. Holders” for further information. We have not determined, if we were to be classified as a PFIC for a taxable year, whether we will provide information necessary for a U.S. holder to make a “qualified electing fund” election which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs. Accordingly, U.S. holders should assume that they will not be able to make a qualified electing fund election with respect to the common shares. The PFIC rules are complex, and each U.S. holder should consult its own tax advisor regarding the PFIC rules, the elections which may be available to it, and how the PFIC rules may affect the U.S. federal income tax consequences relating to the ownership and disposition of our common shares.

It may not be possible for investors to effect service of process within the United States upon all of our directors (except for Robert Wagner, Maki Wagner, and Ferdinand Groenewald), corporate auditors, and executive officers, or to enforce against us or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States.

We are a joint stock corporation organized under Japanese law. All of our directors, corporate auditors and executive officers reside in Japan, except for (i) Robert Wagner, (ii) Maki Wagner and (iii) Ferdinand Groenewald, who we intend to appoint as an independent director effective upon the successful listing of our common shares on the Nasdaq and who resides in the United States, and significantly all of our assets and the assets of such persons are located outside of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon these persons or us, or to enforce against them or us judgments obtained in U.S. courts, whether or not predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any state of the United States. There is doubt as to the enforceability in Japan, either in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated solely on the federal securities laws of the United States or the securities laws of any state of the United States. A Japanese court may refuse to apply provisions of U.S. securities laws in original actions, or to enforce judgments of U.S. courts that are based on such provisions, if it considers such provisions to be contrary to the public policy of Japan. The United States and Japan do not currently have a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters, and a Japanese court may deem that there is not sufficient basis for the reciprocity on the enforcement of judgments. Therefore, if you obtain a civil judgment by a U.S. court, you may not be able to enforce it in Japan.

Rights of shareholders under Japanese law may be different from rights of shareholders in other jurisdictions.

Our articles of incorporation and the Companies Act of Japan (which we refer to as the “Companies Act”) govern our corporate affairs. Legal principles relating to matters such as the validity of corporate procedures, directors’ fiduciary duties and obligations, and shareholders’ rights under Japanese law may be different from, or less clearly defined than, those that would apply to a company incorporated in any other jurisdiction. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under the laws of other countries. For example, under the Companies Act, only holders of 3% or more of our total voting rights or our outstanding shares are entitled to examine our accounting books and records. Furthermore, there is a degree of uncertainty as to what duties the directors of a Japanese joint stock corporation may have in response to an unsolicited takeover bid, and such uncertainty may be more pronounced than that in other jurisdictions.

As a foreign private issuer, we will follow Japanese law and corporate practice in lieu of the corporate governance provisions set out under Nasdaq Rule 5600, the requirement in Nasdaq Rule 5250(b)(3) to disclose third party director and nominee compensation, and the requirement in Nasdaq Rule 5250(d) to distribute annual and interim reports. Of particular note, the following rules under Nasdaq Rule 5600 are exempt from Japanese law requirements:

The Company intends to avail itself of these exemptions. More specifically, the Company will not have a compensation committee or a nominating and corporate governance committee. Therefore, for as long as the Company remains a “foreign private issuer,” the Company will not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements.

In the event that we cease to be a “foreign private issuer” under the rules of the Nasdaq and our common shares continue to be listed on the Nasdaq, the Company’s board of directors will take all action necessary to comply with the corporate governance rules of the Nasdaq, including, but not limited to, establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

Substantially all of our revenues are generated in Japan, but an increase of our international presence could expose us to fluctuations in foreign currency exchange rates, or a change in monetary policy may harm our financial results.

Our functional currency is Japanese yen and reporting currency is the US dollar. Substantially all of our revenues are generated in Japan, but we adopted the US dollar as our reporting currency. We are exposed to fluctuations in the foreign currency exchange rate. We are subject to the effects of exchange rate fluctuations with respect to any of these currencies which, among other factors, may be influenced by governmental policies and domestic and international economic and political developments. Any significant change in the value of the currencies of the countries in which we do business against the Japanese yen could adversely affect our financial condition and results of operations due to translational and transactional differences in exchange rates.

We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the amount of our revenues that will be generated in other countries, the variability of currency exposures, and the potential volatility of currency exchange rates. We do not take any actions to manage our foreign currency exposure, such as entering into hedging transactions.

As a “foreign private issuer” we are permitted, and intend, to follow certain home country corporate governance and other practices instead of otherwise applicable SEC and the Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.

Our status as a foreign private issuer exempts us from compliance with certain SEC laws and regulations and certain regulations of the Nasdaq, including certain governance requirements such as independent director oversight of the nomination of directors and executive compensation. Further, consistent with corporate governance practices in Japan, we do not have a standalone compensation committee or nomination and corporate governance committee under our board. In addition, we are not required under the Exchange Act to file current reports and financial statements with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we are generally exempt from filing quarterly reports with the SEC. Also, we are not required to provide the same executive compensation disclosures regarding the annual compensation of our five most highly compensated senior executives on an individual basis as are required of U.S. domestic issuers. As a foreign private issuer, we are permitted to disclose executive compensation on an aggregate basis and need not supply a Compensation Discussion & Analysis, as is required for domestic companies. Furthermore, as a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. These exemptions and accommodations will reduce the frequency and scope of information and protections to which you are entitled as an investor. For a detailed description of our home country corporate governance practices see “Management - Foreign Private Issuer Status” on page 87 of this prospectus.

As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

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 consolidated 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” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our membership interests that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Until such 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.

If we fail to maintain effective internal control over financial reporting, the price of our securities may be adversely affected.

We are committed to improving our financial reporting processes. We plan on contracting with an outside certified public accountant to assist us in maintaining our disclosure controls and procedures and the preparation of our financial statements for the foreseeable future. We also plan on increasing the size of our accounting staff at the appropriate time for our business and our size to ameliorate our concern that we do not effectively segregate certain accounting duties or have adequate staffing. We believe the foregoing actions would resolve these material weaknesses in disclosure controls and procedures. However, there can be no assurances as to the timing of any such actions or that we will be able to do so. Any failure by us to implement the changes necessary to maintain an effective system of internal controls could harm our operating results materially and cause investors and financial analysts to lose confidence in our reported financial information. Any such loss of confidence in the investment community would have a negative effect on the trading and price of our common stock.

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 an annual 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.

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 in our annual reports on Form 20-F (commencing with the filing of the second annual report on Form 20-F after the effectiveness of this registration statement), 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 (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.

Upon becoming a public company, we will incur significantly increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

Upon becoming a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act has imposed various requirements on public companies including requiring establishment and maintenance of effective disclosure and financial controls. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased and will continue to increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting the later of our second annual report on Form 20-F or the first annual report on Form 20-F following the date on which we are no longer an emerging growth company. Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. While we currently have an internal audit group, we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the value of our securities could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Our ability to successfully implement our business plan and comply with Section 404 requires us to be able to prepare timely and accurate financial statements. We expect that we will need to continue to improve our existing, and implement new, operational and financial systems, procedures and controls to manage our business effectively. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our auditors as required under Section 404 of the Sarbanes-Oxley Act. This, in turn, could have an adverse impact on the value of our securities, and could adversely affect our ability to access the capital markets.

We depend on certain officers of the Company, the loss of whom could materially harm our business.

We rely upon the accumulated knowledge, skills and experience of the officers and personnel of our Company and its affiliates. If Mamoru Iwamoto, our Chief Executive Officer, or any of the other officers or personnel were to leave the Company or become incapacitated, we might suffer in our planning and execution of business strategy and operations, impacting our brand and financial results.

Our operations are highly regulated.

Japan has strict Waste Disposal and Public Cleansing Law, which requires detailed compliance with laws and regulations and applies punitive measures for certain failures of compliance. For example, in Japan where the Company primarily operates, waste management, recycling, and hazardous material disposal are governed by strict local and national regulations, such as the Waste Management and Public Cleansing Act and the Act on the Promotion of Effective Utilization of Resources. Under these laws and regulations, KOEI JAPAN CO., LTD. has obtained approval for industrial waste collection and transport businesses from 46 prefectures in Japan (excluding Okinawa Prefecture), and has obtained approval for industrial waste treatment businesses from two cities, Yokohama and Kitakyushu. In addition, we have acquired ISO9001, ISO14001, ISO27001, and ISO45001 certification, which are international standards, as well as R2ver3 certification. However, if such licenses, permits, or approvals are revoked or not renewed for some reason in the future, the Company’s business activities may be hindered and its business performance may be affected.

The Company is also subject to the Secondhand Goods Business Act, a Japanese regulation that governs businesses involved in the purchase, sale, or exchange of “secondhand goods” to ensure the proper management of such transactions and prevent the distribution of stolen or illegal items. Failure to comply with the requirements of the Secondhand Goods Business Act, such as operating without a license, improper record-keeping, or dealing in stolen goods, can result in penalties, suspension of business operations, or revocation of the license. The Company is also subject to the Fire Service Act, which is a fundamental law in Japan designed to prevent, guard against, and suppress fires, as well as to protect the lives, health, and property of citizens in the event of a fire. Businesses are required to comply with fire safety regulations based on the size, type, and purpose of their facilities. This includes conducting regular inspections, maintaining fire equipment, and ensuring that evacuation routes and emergency exits are unobstructed and clearly marked. For facilities handling flammable or hazardous materials, such as those involved in recycling and industrial waste management, the Act imposes stricter safety measures to prevent fire outbreaks and mitigate potential hazards.

The Company is also subject to the Noise Regulation Law and Vibration Regulation Law, which are Japanese environmental laws designed to mitigate pollution from noise and vibration, thereby protecting the health and well-being of people as well as preserving the surrounding environment. These laws establish standards for acceptable levels of noise and vibration based on the type of area (e.g., residential, industrial, or commercial zones) and the time of day, with stricter limits typically applied to residential and night-time areas. The Company is also subject to the Air Pollution Control Law and Water Pollution Control Law, which are key environmental regulations in Japan aimed at preventing and mitigating air and water pollution, thereby protecting public health and preserving ecosystems. The Company, which operates recycling centers and handles industrial waste, must adhere to these laws by implementing robust air and water pollution control measures, including the voluntary measurement of dust and water quality. Non-compliance with these laws can result in penalties, operational restrictions, or reputational damage.

Failure to comply with the foregoing, as well as the revision or abolition of these laws and regulations, or the emergence of new legal restrictions in the future may also have an impact on our Company’s business performance. Non-compliance with these regulations, or with international standards applicable to certain operations, could result in severe consequences, including fines, legal disputes, reputational damage, or even suspension of operations. Furthermore, any changes or tightening of these regulations may require the Company to incur significant costs to adapt its processes and ensure compliance.

Certain weather and environmental events, such as fire, lightning, bursts and explosions, wind, hail, snow, and water damage, can cause damage to our ITAD center, recycling center, plants and factory used in its business operations.

Fire insurance policies can be acquired to prepare for such events. However, they may be insufficient. In addition, earthquake insurance can be purchased along with fire insurance. However, this could also prove to be insufficient. We currently carry business liability insurance and fire insurance. We have not incurred claims that were unable to be covered by insurance in the past. Not all perils are covered by insurance, as some are subject to insurance exclusions. For example, earthquake insurance does not pay out if there is no damage to the building itself, but only to gates, fences, or hedges, nor does it pay out for damage caused by war, civil war, or other similar events or riots. Damage caused by land subsidence, uplift, movement, or vibration. will also not be paid. In the event of a significant loss, insurance coverage may be insufficient to restore the property. Factors such as inflation, changes in building codes and ordinances, and environmental considerations may make it impossible to restore the property with insurance proceeds if the underlying property is damaged or destroyed.

We may not be able to attract and retain a sufficient number of personnel needed to maintain and grow our business.

The business we conduct is greatly dependent on the number of personnel that we can attract and retain. In addition, it is imperative to train and secure personnel who have expertise in material recycling, and accordingly we plan to retain and train personnel who we believe can support the medium-to long-term growth of the Company and strengthen young and mid-career personnel. However, if we are unable to attract and retain a sufficient number of purchase/sales personnel needed to maintain and grow our business, it would have an adverse effect on our business operations as well as our ability to grow our business.

If we fail to protect personal information of business partners, customers and others, it would have an adverse effect on our reputation and may impact the value of your investment.

In the course of our business activities, the Company acquires and holds personal information of business partners, customers, and others, and is subject to regulations under the Act on the Protection of Personal Information and other laws in Japan. In the event of a leak of personal information held by the Company, the Company’s reputation and business performance may be affected by claims for damages or loss of credibility and this could result in a loss of investors, and the value of your investment in us could be adversely affected.

A material amount of our revenues may be concentrated in one or more large customers. If we lose or experience a significant reduction in such customers, our revenues may decrease substantially and our results of operations and financial condition may be harmed.

For the years ended February 28, 2026 and February 28, 2025, with respect to our sales of recycled materials business, we reported total revenues of US$45,398,854 and US$42,048,099, respectively.

It is the nature of our business that a high concentration of our revenue is in the sale of recycled materials and therefore when we sell our recycled materials there is a tendency to have large customers who purchase our materials. It is important to build trust in our business relationship by continuing to provide high quality and pure materials which include metals such as gold, silver, palladium, copper, aluminum, and iron. With such effort, these customers have been repeat customers, from which we generate a large percentage of our revenues. We rely on these purchasers and there is a risk that these purchasers may be unable to make payment under their obligations to us thereby affecting our revenues.

During the year ended February 28, 2026, we generated 18% and 15% of total revenues from two customers, Customers PI CollaboTech, Inc. and TOWA Co., Ltd., respectively. During the year ended February 28, 2025, we generated 17% and 17% of total revenues from two customers, Customers PI CollaboTech, Inc. and TOWA Co., Ltd., respectively.

Our business may rely on one or more large suppliers. If we lose or experience significant difficulty in purchasing from, such suppliers, our revenue may decrease substantially and our results of operations and financial condition may be harmed.

Suppliers for our material recycling business include home appliance recycling plants, manufacturers and IT and telecommunications/ICT companies for the purchase mainly of Information Technology (“IT”) equipment, Office Automation System (“OA”) equipment, disassembled home appliances, circuit boards, and nonferrous metals. If we should encounter delays or difficulties in obtaining these supplies, our business related to these supplies and our financial condition, results of operations and reputation could be adversely affected.

During the year ended February 28, 2026, we made 11% of total purchases from one supplier, LY Corporation. During the year ended February 28, 2025, we made 10% of total purchases from one supplier, Nishinihon Kaden Recycle Corporation.

Our reliance on copper in our recycling operations exposes us to significant market volatility, fluctuations in global copper supply, demand, and price could materially and adversely affect our business, financial condition, and results of operations.

A substantial portion of our material throughput and recycling revenue remains concentrated in copper and copper-based materials. For the fiscal year ended February 28, 2026, copper and copper-containing inputs accounted for approximately 79.4% of the total materials processed. The remaining material mix comprised circuit boards (13.0%), aluminum (4.7%), iron (1.8%), and other materials (1.1%), with such other materials including stainless steel, batteries, special metals, recycled paper, plastics, and waste oil. Within our copper processing operations in the fiscal year ended February 28, 2026, primary copper-related input categories included motors (26.9%), radiators (19.1%), raw copper (21.9%), miscellaneous copper-containing items (5.4%), and electric wires (6.1%). A notable element of our processing is the “black motor” separation technique: approximately 26.9% of our copper recovery is derived from dismantling metal casings to extract internal copper windings, a process that also yields residual aluminum, iron, and other metals. We have continued and expect to continue this reliance on copper for the fiscal year ended February 28, 2027.

Our recycled metals, including copper and other recovered metals, are sold directly to smelters and refiners, feeding back into the global metals supply chain. As such, our business is directly connected to and influenced by the global supply, demand, and pricing dynamics for copper and other base and precious metals. Given the significant role of copper in our business, global market trends in copper demand, supply constraints, production, and pricing are of central importance to our operations and results.

The copper market can be extremely volatile and unpredictable. For example, in 2025, copper prices surged sharply due to global supply-tightness, mine output disruptions, and increased demand from renewable energy, electrification, electric vehicles, data centers, and infrastructure build-outs (see article titled “Copper Smashes Records as Supply Fears Intensify Amidst LME Withdrawal Surge” dated December 3, 2025 at financial conent.com https://www.financialcontent.com/article/marketminute-2025-12-3-copper-smashes-records-as-supply-fears-intensify-amidst-lme-withdrawal-surge). Several supply-side constraints are contributing to the tight market, for example many existing copper mines face declining ore grades, long lead times for new mine development, environmental and regulatory constraints, labor and energy-cost pressures, and capital-intensity of greenfield mining projects, all contributing to structural scarcity risk (see article titled “Can copper supply keep up with surging demand?” dated November 20, 2025, by Wood Mackenzie https://www.woodmac.com/blogs/the-edge/can-copper-supply-keep-up-with-surging-demand/). Analysts anticipate continued growth in global copper demand, for example one recent forecast projects demand to rise by approximately 24% by 2035, driven by growth in infrastructure, electrification, data centers, renewable energy, and emerging economies’ industrialization (see article titled “Copper demand set to surge 24% by 2035 as four key disruptors reshape global markets” dated October 15, 2025, by Wood Mackenzie https://www.woodmac.com/press-releases/soaring-copper-demand-an-obstacle-to-future-growth/).

These market dynamics create both potential upside and significant downside risk for us. A drop in copper prices, whether from a softening in global demand, increased mine supply, macroeconomic slowdown, or substitution of alternative materials, would likely reduce the revenue we obtain from copper recycling, compress profit margins, and reduce cash flow from our recycling operations. A sustained price increase or supply scarcity may impair our ability to source sufficient scrap copper at economically attractive prices, tightening our input supply pipeline, increasing competition for scrap, and driving up procurement costs, which could squeeze margins even if output remains constant. Given the high share of copper relative to our total processed materials, any adverse shift in the copper market could have a disproportionately large negative impact on our overall financial performance and working capital requirements.

Additionally, because a portion of our recovered metals includes other base and precious metals (aluminum, iron, gold, silver, palladium), volatility in commodity markets more broadly, including shifting demand patterns and recycling and refining capacity constraints, could further magnify financial uncertainty. Our business depends not only on market demand for recycled metals but also on our ability to operate our processing facilities effectively. Disruptions including mechanical failure of crushers or sorting equipment, maintenance outages, changes in scrap-material availability, regulatory changes affecting waste and recycling, or logistical disruption in our supply chain, could impair our ability to deliver recovered metals to smelters and refiners when needed. If any of the foregoing risks materialize, they could materially and adversely affect our business, financial condition, and results of operations.

If we are unable to effectively manage inflationary pressures on our operating costs, profitability, and financial performance, our business, financial condition, and results of operations could be materially and adversely affected. 

Our results of operations and financial condition have been and may continue to be materially impacted by significant inflationary pressures in the economy. This includes volatility and increases in costs for raw materials, supplies, labor, transportation, and other critical inputs. We may not be able to fully offset these increased costs, which would adversely affect our financial results and operating margins. Specific inflationary pressures we are facing include:

To mitigate these effects, we have implemented or plan to undertake the following actions:

There can be no assurance that these efforts will be successful in fully mitigating the adverse impacts of inflation. If we are unable to effectively manage these pressures, our business, financial condition, and results of operations could be materially and adversely affected.

Material risks for a foreign shareholder due to Japanese share handling regulations include potential delays in receiving information, the risk of a lapsed standing proxy relationship, and the reliance on third-party service providers.

Based on Japanese share handling regulations, a non-resident shareholder must either appoint a standing proxy in Japan or designate a temporary Japanese mailing address to receive notices. Material risks for a foreign shareholder related to this requirement include potential delays in receiving information, the risk of a lapsed standing proxy relationship, and the reliance on third-party service providers.

Important corporate communications, such as notices for shareholders’ meetings, are often dispatched close to the meeting date. If sent to the standing proxy or temporary address, the documents still need to be forwarded to the shareholder’s actual foreign residence. This extra transit time increases the risk that the shareholder will receive the information too late to evaluate it properly or respond effectively. The condensed timeline for receiving and reviewing meeting materials, especially when there is a delay in forwarding, may impede a shareholder’s ability to participate in proxy voting. This can effectively disenfranchise the shareholder on key corporate decisions.

Failure to maintain the standing proxy arrangement could result in the shareholder not receiving important notifications and potentially facing non-compliance issues with Japanese regulations. The shareholder is responsible for ensuring the arrangement remains valid. Using a standing proxy or temporary address creates an additional administrative layer. Non-resident shareholders must rely on these third parties to promptly and accurately process and forward all shareholder-related communications, from meeting notices to special dividend announcements.

Risks Related to Our Material Recycling Business

Emerging technologies or materials could render certain recycling methods ineffective or obsolete.

The recycling industry is subject to rapid advancements in technologies and the emergence of new materials. In Japan, where innovation is at the forefront, emerging technologies or the introduction of novel materials could render the Company’s current recycling methods or processes ineffective or obsolete. Failure to adapt to these technological changes or invest in updated recycling techniques may reduce operational efficiency, increase costs, and impact the Company’s competitive position in the market.

Variations in the quality or composition of collected materials can impact the efficiency of recycling and resource recovery.

The efficiency of the Company’s recycling and resource recovery operations depends significantly on the quality and composition of the materials collected, such as home appliances, IT equipment, office automation systems, and circuit boards. Variations in these materials, including the presence of contaminants, inconsistencies in metal content, or degradation of components, can impact the effectiveness of recycling processes. These challenges may lead to increased operational costs, reduced recovery rates, and potential difficulties in meeting customer expectations or environmental standards.

Handling and dismantling complex equipment may lead to inefficiencies or delays.

The Company’s operations involve handling and dismantling complex equipment, such as circuit boards, which require specialized processes and expertise. Challenges in efficiently processing such materials, such as difficulty in separating valuable components from non-recyclable parts, may lead to operational inefficiencies, delays, or increased costs. Additionally, technical difficulties or unforeseen issues during dismantling could disrupt workflows, impact resource recovery rates, and affect the Company’s ability to meet customer or regulatory requirements.

Dismantling IT and OA equipment involves risks of workplace accidents, which can result in liabilities and downtime.

The dismantling of IT and office automation (OA) equipment involves inherent risks of workplace accidents, such as injuries from handling sharp components, exposure to hazardous substances, or equipment malfunctions. Such incidents could lead to significant liabilities, operational downtime, and increased costs related to medical expenses, legal claims, or compliance with occupational health and safety regulations. Furthermore, repeated accidents or safety concerns could damage the Company’s reputation and affect employee morale.

The Company’s handling of IT equipment and other items containing confidential information poses significant risks of data breaches during collection and transportation.

Despite the use of security carts and compliance with ISO27001 standards, there is always a potential risk of information leakage or unauthorized access to sensitive data. If security protocols fail, it could result in significant reputational damage, loss of customer trust, and legal liabilities. As the Company expands its operations to handle a wide variety of information assets, the need for stringent and constantly monitored security measures becomes increasingly critical.

The recovery of chlorofluorocarbons (CFCs) is subject to strict environmental regulations.

As a registered Class I fluorocarbon recovery operator, the Company is required to ensure proper handling, recovery, and disposal of CFCs to prevent environmental harm. Any mishandling or accidental release of CFCs could lead to severe penalties, regulatory scrutiny, and reputational damage. Additionally, evolving regulations on fluorocarbon management could impose additional compliance costs and operational adjustments, impacting the Company’s profitability.

Fluctuations in the market value of recovered metals and other materials can impact profitability.

The Company’s profitability is significantly influenced by the market value of recovered metals and other recyclable materials. These market values can be highly volatile, driven by factors such as global demand and supply dynamics, changes in economic conditions, fluctuations in commodity prices, and geopolitical developments. For example, a sudden decline in the demand for certain metals or a drop in global prices could reduce the revenue generated from recycling operations, even if volumes remain consistent. Conversely, unexpected price increases in raw materials could encourage manufacturers to shift to alternative resources, potentially reducing the demand for recycled materials. This inherent unpredictability in market conditions poses a significant challenge to financial stability and long-term planning. Failure to effectively manage or hedge against such fluctuations could adversely impact the company’s operational margins, investment capabilities, and overall competitiveness in the recycling industry.

In periods of economic stress, demand for recycled materials may decline, affecting revenues.

The demand for recycled materials is closely tied to the overall economic environment. During periods of economic stress or recession, industries that rely on recycled materials, such as manufacturing and construction, often experience reduced production activities due to lower consumer and business spending. As a result, the demand for recycled resources, including metals, plastics, and other materials, may decline significantly. This reduction in demand can lead to decreased sales volumes, downward pressure on prices, and unsold inventory, adversely affecting the Company’s revenues and profitability. Additionally, prolonged economic downturns may lead to budget constraints within the Company, limiting its ability to invest in new technologies, infrastructure, or operational improvements. Failure to adapt to such economic challenges could result in a weakened competitive position and long-term financial instability.

Maintaining advanced analytical equipment and adhering to compliance requirements can strain financial resources.

The Company’s operations rely heavily on advanced analytical equipment to measure metal content and other parameters accurately, as well as to ensure compliance with stringent environmental and regulatory standards. Maintaining, upgrading, and calibrating such specialized equipment can incur significant costs, especially as technologies evolve or become obsolete. Additionally, adherence to compliance requirements in Japan, which is known for its rigorous regulatory framework for waste management and recycling, may necessitate regular audits, certifications, and investments in updated processes. These ongoing financial commitments can strain the Company’s resources, particularly during periods of market downturns or fluctuating revenues. A failure to effectively manage these expenses could impact the Company’s profitability, hinder its ability to invest in growth opportunities, and jeopardize its ability to meet regulatory standards, potentially resulting in penalties or operational disruptions.

Any deterioration in our relationships with our major business partners may adversely affect our business prospects and business operations.

If we are unable to maintain our cooperative relationships with any of these business partners, it may be very difficult for us to identify qualified alternative business partners and may divert significant management attention from existing business operations and adversely impact our daily operation.

Failure to meet customer expectations in consultations, appraisals, or recycling processes may lead to loss of business.

The Company’s success is heavily reliant on its ability to meet and exceed customer expectations in areas such as consultation, appraisals, and the recycling of IT equipment, office automation systems, and other materials. Failure to deliver accurate appraisals, provide effective consultation services, or efficiently recycle materials as promised could result in customer dissatisfaction. This may lead to a loss of trust and credibility, causing existing customers to seek alternative service providers and diminishing the company’s ability to attract new clients. In competitive markets like Japan, where customer expectations for quality, timeliness, and reliability are particularly high, such failures could significantly impact the Company’s reputation and market share. Additionally, dissatisfaction could result in negative reviews or feedback, further undermining business growth and stakeholder confidence. Prolonged challenges in maintaining customer satisfaction could have a compounding effect, adversely affecting the Company’s financial performance and long-term sustainability.

The presence of other recycling companies with lower costs or more advanced technologies can erode market share.

The recycling industry is highly competitive, with numerous companies vying for market share by offering cost-effective and technologically advanced solutions. The presence of competitors with lower operational costs, more efficient recycling processes, or cutting-edge technologies poses a significant challenge to the Company’s ability to maintain and grow its market position. In Japan, where technological innovation is a key driver in many industries, competitors adopting newer, more efficient methods or equipment may attract customers seeking higher recovery rates, better environmental outcomes, or lower costs. Additionally, price competition from lower-cost providers could pressure the company to reduce its own prices, potentially affecting profitability. If the Company fails to invest in innovation or streamline operations to remain competitive, it risks losing both existing and prospective customers, which could lead to a decline in revenues and reduced market share. This competitive pressure could also limit the Company’s ability to expand into new markets or develop strategic partnerships, further impacting its long-term growth and sustainability.

Falling behind competitors in adopting newer, more efficient recycling methods or technologies may reduce competitiveness.

The recycling industry is rapidly evolving, driven by advancements in technology and increasing demand for more efficient and environmentally sustainable processes. If the Company fails to invest in or adopt newer, more efficient recycling methods and technologies, it risks falling behind competitors who can offer superior solutions. In Japan, where innovation is a critical factor in maintaining competitiveness, lagging in technological adoption may result in reduced operational efficiency, lower recovery rates, and higher costs compared to market leaders. This technological gap could diminish the company’s ability to meet customer expectations for cutting-edge services and environmentally responsible practices, leading to a loss of market share. Furthermore, as governments and industries prioritize sustainability, companies with outdated methods may struggle to comply with stricter regulatory standards or secure partnerships with eco-conscious clients. The inability to keep pace with technological advancements could significantly impact the Company’s reputation, customer retention, and long-term viability in the competitive recycling market.

Restrictions or bans on exporting recyclable materials to certain countries could limit market access.

The Company’s operations may be significantly impacted by restrictions or bans on exporting recyclable materials to certain countries. Governments worldwide, including Japan, are increasingly implementing stringent regulations to manage the transboundary movement of waste and recyclable materials to ensure environmental protection and compliance with international agreements such as the Basel Convention. These restrictions could limit the Company’s ability to access key international markets for selling recovered materials, particularly in regions where demand for recyclable resources is high.

Additionally, abrupt changes in trade policies, heightened scrutiny of material quality standards, or increased tariffs on recyclable exports could further constrain the Company’s market access. Such limitations may result in excess inventory, reduced revenues, and increased storage or disposal costs. Moreover, the inability to find alternative markets for exportable materials may compel the company to shift its focus to domestic markets, where competition and pricing pressures could erode profitability.

Failure to adapt to these regulatory and market changes could adversely affect the Company’s operational flexibility, financial performance, and overall growth prospects in the global recycling industry.

Challenges in the transportation of recyclable goods, including delays, damages, or accidents, may disrupt operations.

The Company’s operations rely heavily on the efficient transportation of recyclable goods, including IT equipment, office automation systems, and other materials, from collection points to processing facilities. Challenges in the logistics chain, such as delays caused by traffic congestion, weather conditions, or supply chain disruptions, can hinder the timely delivery of materials. Additionally, the risk of damage to recyclable goods during transit, whether due to mishandling, inadequate packaging, or accidents, could result in the loss of valuable resources, reducing the efficiency of recovery processes.

In Japan, where precision and timeliness are critical business expectations, such disruptions could affect customer satisfaction and the Company’s reputation for reliability. Accidents involving hazardous or sensitive materials during transportation may also result in regulatory penalties, environmental liabilities, and increased insurance costs. Prolonged or frequent logistical challenges may lead to higher operational expenses, delays in fulfilling customer commitments, and overall inefficiencies in the recycling workflow, adversely impacting the Company’s financial and operational performance. Addressing these risks requires robust logistics management and contingency planning to ensure the seamless transportation of materials.

Negative publicity would have an adverse effect on the Company’s material recycling business.

The Company’s reputation and client relationships are critical to its success in the material recycling business industry. Any negative publicity, allegations of misconduct, or breaches of client trust could damage the Company’s reputation, erode client confidence, and result in client attrition or loss of business opportunities. Maintaining high ethical standards, transparent communication, and effective client relationship management are essential to mitigate reputational risks and foster long-term client loyalty and trust.

The manual dismantling and sorting process, which is critical to maintaining high recycling rates, relies heavily on skilled labor.

While automation and large-scale crushers enhance efficiency, the Company’s focus on manual disassembly for items like OA and IT equipment places significant reliance on human expertise. Any shortage of skilled workers, high turnover, or inadequate training could impact the efficiency and quality of the recycling process. Additionally, as the Company handles hazardous materials such as CFCs and IT equipment with confidential data, proper training and adherence to safety and security protocols are essential to prevent accidents, compliance breaches, and data leaks.

Risks Related to Our Information Technology Asset Disposition (“ITAD”) Business

The Company’s operations involve the secure erasure, destruction, and disposal of sensitive customer data, making data security a critical component of its business.

The Company’s operations involve handling and securely erasing sensitive customer data from IT equipment and storage media. Any failure to effectively delete data, prevent unauthorized access, or issue valid certifications of data deletion could result in severe legal liabilities, financial penalties, and reputational damage. Furthermore, cyberattacks or breaches of information security systems, despite ISO27001 certification, may compromise customer trust and impact long-term business relationships. The risk is amplified when handling data from high-security clients, such as government offices and large corporations, where compliance failures could lead to heightened scrutiny or termination of contracts. Mishandling or accidental exposure of data from high-profile clients, such as government agencies or multinational corporations, could result in heightened scrutiny, termination of contracts, or litigation, significantly impacting the Company’s business operations and market reputation. This could result in a loss of investors, and the value of your investment in us could be adversely affected.

Strict regulatory frameworks for data protection in Japan and internationally create compliance challenges for the Company.

Operating as an ITAD provider, the Company must comply with multiple regulations, including data protection laws, industrial waste management requirements, and certifications such as ISO and R2. Failure to adhere to these regulations could result in penalties, revocation of operating permits, or damage to the Company’s ability to secure future contracts. Moreover, evolving regulatory landscapes, such as tighter restrictions on electronic waste exports or stricter industrial waste handling requirements, may necessitate substantial investments to upgrade processes, increasing operational costs and straining financial resources.

Managing the dismantling, recycling, and disposal of diverse IT assets poses operational challenges that could disrupt the Company’s services.

The Company handles a wide array of IT equipment, including smartphones, tablets, servers, and office fixtures, which require specialized processes and trained personnel. Large-scale disposal or office relocation projects add further complexity, increasing the risk of delays, inefficiencies, or errors. Operational disruptions, whether due to equipment malfunctions, workforce shortages, or unexpected project complexities, could lead to higher costs, missed deadlines, and dissatisfaction among clients, particularly in high-demand industries.

The ITAD industry is highly competitive, with other service providers offering cost-effective or technologically superior solutions.

Competitors with advanced technologies, streamlined processes, or lower operational costs may erode the Company’s market share. Additionally, the emergence of new entrants offering innovative solutions, such as blockchain-based asset tracking or AI-driven recycling techniques, could further intensify competition. To remain competitive, the Company must continuously innovate and optimize its services, requiring ongoing investments that could strain financial resources or reduce profit margins. The Company may not be able to compete effectively which would harm its operating results and financial condition.

Demand for ITAD services is closely linked to economic conditions and customer spending on IT infrastructure.

During economic downturns, businesses may delay or reduce their IT equipment upgrades and replacements, leading to decreased demand for the Company’s asset disposition services. Prolonged periods of economic stress may result in reduced revenues, underutilized resources, and increased pressure on the Company to cut costs. Additionally, corporate budget constraints among key clients could impact large-scale projects, compounding the Company’s vulnerability to macroeconomic conditions. This could harm its operating results and financial condition.

The transportation of IT assets across Japan poses significant logistical challenges that could disrupt the company’s operations.

The Company operates a collection and transportation service, requiring careful planning and execution to ensure the timely and secure movement of materials. Delays caused by factors such as traffic congestion, inclement weather, or supply chain bottlenecks can disrupt schedules, leading to customer dissatisfaction and operational inefficiencies. Additionally, accidents during transit, mishandling of materials, or improper packaging could result in damage to valuable IT assets or the loss of sensitive data, potentially exposing the Company to legal liabilities and reputational harm. The risk is particularly pronounced when transporting hazardous materials or high-security data-bearing devices, which require stringent safety protocols. We store the items entrusted to us by our customers in lockable boxes and manage them, and we have also taken security measures such as tracking them using GPS-equipped devices during transportation. As transportation demands increase with the scale of operations, we must invest in robust logistics management and contingency planning to mitigate these risks effectively.

The rapid pace of technological advancements in data storage and recycling poses a constant challenge for the Company to remain competitive.

As new technologies emerge, traditional methods of data deletion, destruction, and recycling may become outdated, reducing the efficiency and relevance of the Company’s services. For example, evolving storage technologies, such as advanced SSDs or cloud-based systems, may require the development of specialized tools and expertise to handle securely. Furthermore, clients increasingly expect innovative solutions that meet both environmental and security standards, such as blockchain-based asset tracking or AI-driven recycling technologies. Failure to adapt to these changes could lead to reduced customer confidence, declining market share, and increased pressure from competitors offering cutting-edge solutions. Additionally, meeting updated certification standards, such as for R2 or ISO27001, may necessitate significant financial investments in infrastructure and training, further straining the Company’s resources. Long-term competitiveness will depend on the Company’s ability to anticipate and respond to technological advancements.

The Company faces significant risks associated with environmental compliance and its commitment to sustainable practices.

As a certified R2 operator and holder of ISO27001 and other environmental certifications, the Company is subject to strict standards governing the disposal and recycling of IT assets and industrial waste. Any failure to properly manage hazardous materials, meet recycling quotas, or adhere to environmental regulations could result in financial penalties, loss of certifications, and reputational damage. For example, improper disposal of toxic substances found in electronic waste, such as lead or mercury, could lead to contamination incidents and legal action. Clients, particularly those with strong corporate social responsibility goals, may sever relationships if the Company fails to demonstrate its commitment to sustainability. Additionally, increasing regulatory scrutiny and evolving environmental standards could require significant investments to maintain compliance, adding to operational costs. The Company will have to integrate sustainable practices into its business model while maintaining operational efficiency.

The Company’s reliance on skilled personnel for specialized tasks presents challenges in maintaining a well-trained and stable workforce.

Handling IT assets, performing secure data deletion, and managing hazardous materials require highly trained staff with expertise in both technical and safety protocols. Inadequate training or high employee turnover could lead to operational inefficiencies, increased safety risks, and potential compliance violations. For example, errors in data deletion processes could compromise security, while mishandling hazardous materials might result in environmental incidents or workplace accidents. The Company must invest in continuous training programs to ensure employees remain updated on evolving technologies, certifications, and regulatory requirements. Retention of experienced staff is equally important, as high turnover could disrupt operations and increase recruitment and training costs. Additionally, fostering a strong workplace culture and offering competitive benefits will be critical to attracting and retaining talent in a competitive labor market.

The Company may not be able to manage costs and optimize resource utilization amidst rising operational demands.

Operating across multiple prefectures in Japan, the Company incurs significant expenses related to logistics, labor, compliance, and facility maintenance. Any inefficiencies in resource allocation, such as underutilized processing facilities or excess transportation costs, could strain financial performance and erode profit margins. Additionally, increasing costs related to regulatory compliance, such as adhering to evolving waste management standards or maintaining certifications, may place further pressure on operational budgets. The Company must strike a balance between investing in quality and innovation while controlling costs to remain competitive. Failure to achieve this balance could impact the company’s ability to compete with cost-efficient rivals or reinvest in growth initiatives.

Risks Related to Our Intermediate Treatment and Collection and Transportation of Industrial Waste Business

The Company operates in a highly regulated industry that requires compliance with strict waste management and environmental protection laws.

As an industrial waste treatment and transportation operator, the Company must adhere to national and local regulations in Japan, such as those governing waste sorting, recycling, and disposal. Non-compliance with these laws, or errors in the issuance of manifests and certificates, could result in severe penalties, suspension of permits, or loss of the Company’s certifications in industrial waste management. Additionally, evolving regulations on waste disposal and greenhouse gas emissions may require costly operational adjustments to maintain compliance, which could strain financial and operational resources.

The Company’s activities, including the handling of hazardous materials such as mercury, batteries, and plastics, pose significant environmental risks.

Improper sorting, dismantling, or disposal of industrial waste could lead to environmental contamination, such as mercury leaks, improper neutralization of battery waste liquids, or improper disposal of plastics. Such incidents may result in regulatory penalties, cleanup costs, and reputational damage. Furthermore, as the Company promotes thermal recycling, including the use of fluff fuel and incineration for energy generation, it must mitigate risks related to greenhouse gas emissions and air pollution.

The Company’s reliance on a combination of manual and mechanized processes, including large crushers and shredders, introduces operational vulnerabilities.

Breakdowns, inefficiencies, or delays in equipment operations could disrupt the intermediate treatment process, reducing the Company’s ability to meet recycling and disposal targets. Additionally, managing a wide range of waste types—such as plastics, batteries, and fluorescent lamps—requires specialized equipment and expertise. Any failure to maintain or upgrade equipment to handle evolving waste streams efficiently may result in higher costs, reduced recycling rates, and customer dissatisfaction.

The Company’s operations depend heavily on skilled staff for tasks such as dismantling, sorting, and managing hazardous materials.

Inadequate training or high turnover rates among employees could lead to operational inefficiencies, errors, or safety incidents. For example, improper handling of hazardous materials like mercury or waste batteries could result in accidents, regulatory violations, or environmental damage. Maintaining a skilled workforce is critical for ensuring compliance with regulations, achieving high recycling rates, and meeting customer expectations. Additionally, as the Company handles legal compliance questions and provides certifications, the need for well-trained legal specialists is essential to minimize risks associated with incorrect advice or documentation.

The collection and transportation of industrial waste across 46 prefectures (excluding Okinawa) introduce logistical challenges and risks.

Delays caused by weather, traffic congestion, or inefficiencies in scheduling could disrupt the Company’s ability to provide timely service to customers. Additionally, the transport of hazardous or sensitive materials, such as mercury-containing fluorescent lamps or batteries, requires strict adherence to safety protocols to prevent leaks, spills, or accidents. Any failure in transportation security, such as improper containment or tracking, could result in environmental incidents, reputational damage, and legal liabilities.

The Company’s reputation depends on its ability to deliver efficient, secure, and compliant waste management services while maintaining high recycling rates.

Failure to meet customer expectations in areas such as timely service delivery, proper disposal, or issuance of accurate certificates could lead to dissatisfaction, loss of business, and reputational harm to the Company. This risk is heightened in large-scale projects or office relocations, where the complexity of operations increases the likelihood of errors or delays. Additionally, as the Company emphasizes environmental responsibility, any perceived shortfalls in sustainability efforts could deter eco-conscious clients and stakeholders.

The industrial waste management sector is highly competitive, with numerous operators offering similar services.

Competitors with more efficient processes, advanced technologies, or lower operational costs may attract clients seeking cost-effective solutions. The Company’s ability to maintain its market position relies on continuously optimizing its services, such as achieving high recycling rates and promoting thermal recycling. Failure to differentiate itself or stay ahead of competitors could erode market share and reduce profitability.

The Company faces financial risks associated with maintaining certifications, upgrading equipment, and meeting compliance standards.

Operating facilities in Yokohama and Kitakyushu, combined with collection and transportation services, incur significant costs. Rising expenses related to labor, fuel, equipment maintenance, and regulatory compliance could strain the Company’s financial resources. Additionally, fluctuations in demand for recyclable materials, such as fluff fuel or raw materials recovered from batteries, may impact revenue stability and profitability.

The handling of hazardous waste, including mercury, batteries, and toxic plastics, poses safety and environmental risks.

Improper handling or disposal of these materials could result in serious environmental contamination, health hazards for employees, and legal liabilities. For example, errors in the recovery or recycling of mercury-containing fluorescent lamps could lead to toxic exposure or regulatory penalties. As hazardous materials are a key component of the Company’s operations, strict adherence to safety protocols and continuous employee training are critical to mitigating these risks.

The Company’s legal and operational compliance depends on accurate documentation and issuance of various certificates, such as disposal and recycling certificates.

Errors or delays in issuing required documentation could lead to disputes with customers, regulatory penalties, or reputational damage. As the Company handles legal compliance queries and operates a third-party check system, any oversight or inaccuracies in contracts or manifests could expose the Company to liabilities. Maintaining the integrity of compliance documentation is essential for sustaining customer trust and meeting regulatory requirements.

The Company may not be able to continuously adapt to new technologies and processes to remain competitive and compliant with evolving industry standards.

Advancements in waste processing and recycling technologies may require significant investments in new equipment and training. For example, improving the efficiency of thermal recycling or handling emerging waste types (such as new battery chemistries) may necessitate upgrading current systems. Failure to invest in or adopt new technologies promptly could result in reduced efficiency, higher costs, and loss of clients to more innovative competitors.

Risks Related to Our Planned Proprietary Technology

We may not successfully develop or commercialize proprietary technologies, which could adversely affect our growth strategy and competitive position.

We are exploring opportunities to develop proprietary technologies that build on the deep knowledge, technical expertise, and operational best practices gained through decades of experience in material recycling, ITAD, industrial waste management, and the energy industry. By leveraging our institutional understanding of regulatory compliance, secure asset handling, material recovery processes, and environmental stewardship, we aim to create technology-driven solutions and digital services that enhance operational efficiency, strengthen data and environmental security, and potentially open new commercial opportunities in the global resource recovery and digital infrastructure markets. The process of developing new technologies is inherently uncertain, costly, and time-consuming. There can be no assurance that we will be able to successfully develop, commercialize, or integrate such technologies into our operations. Any failure to achieve anticipated results from these efforts may adversely affect our future growth prospects, our ability to compete effectively in our markets, and our overall business and financial condition.

Our investments in research and development and new technology initiatives may not result in successful outcomes and could negatively impact our financial results.

We expect to invest resources into the research and development of proprietary technologies. These initiatives may involve substantial upfront costs and may divert management’s attention and other resources from our core business operations. There is no guarantee that these investments will lead to operational improvements or increased revenue. If our development efforts fail to yield successful results, our business, financial condition, and results of operations could be materially and adversely affected.

We may not be able to adequately protect our proprietary technologies, which could harm our business.

Our success in this planned business area may depend, in part, on our ability to protect our proprietary technologies and intellectual property rights. We may rely on a combination of patent, copyright, trade secret, and trademark laws as well as contractual provisions to establish and protect our proprietary rights. However, there can be no assurance that these measures will be effective. If we are unable to secure or enforce our intellectual property rights, or if third parties assert claims against us, our competitive position could be adversely affected. Moreover, defending our rights may result in significant costs and diversion of management time and attention.

Technological advancements by others may render our proprietary technologies obsolete or less competitive.

The industries in which we operate are subject to rapid technological change. Our competitors, including those with greater financial and technical resources, may develop or acquire technologies that are more effective, more cost-efficient, or otherwise superior to our planned offerings. If we are unable to respond to changing market conditions or technological developments in a timely and cost-effective manner, our business, results of operations, and prospects may be materially and adversely affected.

The implementation of new technologies may expose us to additional regulatory and compliance risks.

The introduction of new proprietary technologies, particularly those that involve data handling, waste management, or environmental impact, may subject us to new or evolving regulatory requirements. We may incur increased costs to ensure compliance with applicable environmental, safety, data protection, or industry-specific regulations. Failure to comply with such requirements could result in fines, penalties, or restrictions on our operations, any of which could have a material adverse effect on our business and reputation.

Risks Relating to Doing Business in Thailand

Koei is subject to restrictions on foreign ownership in Thailand.

The laws and regulations in Thailand, where Koei conducts one of its businesses, namely Hidaka Koei (Thailand) Co., Ltd., place restrictions on foreign investment in, control over, management of, ownership of and ability to obtain licenses for entities engaged in a number of business activities.

Pursuant to the Thai Foreign Business Act B.E. 2542 (1999) (the “FBA”) a person or entity that is “Non-Thai” (as defined in the FBA and described in “Regulatory Environment – Thailand”) cannot conduct certain restricted businesses in Thailand, including the businesses that Koei’s entity in Thailand operates, unless an appropriate license is obtained. In addition, the Civil and Commercial Code of Thailand (as amended) requires a private company to have a minimum number of three shareholders. Koei’s business in Thailand is conducted through a Thai operating entity established using a tiered shareholding structure, so that the Thai entity is more than 50% owned by Thai persons or entities. As Koei’s entity in Thailand, namely Hidaka Koei (Thailand) Co., Ltd., is more than 50% owned by Thai persons or entities and Thai laws only consider the immediate level of shareholding (and no cumulative or look-through calculation is applied to determine the foreign ownership status of a company when it has several levels of foreign shareholding), this Thai operating entity is considered a Thai entity under the FBA and is not required under the FBA to obtain a license prescribed thereunder. Under the FBA, it is also unlawful for a Thai national or entity to hold shares in a Thai company as a nominee for or on behalf of a foreigner in order to circumvent the foreign ownership restrictions. While there are no prescribed requirements or criteria under the FBA or promulgated by the Ministry of Commerce of Thailand for determining whether a Thai national or entity is holding shares in a Thai company with his or her own genuine investment intent or as a nominee for or on behalf of a foreigner, the relevant authorities may follow certain guidelines, but generally may exercise discretion in making such a determination.

Under this tiered shareholding structure, Hidaka Koei (Thailand) Co., Ltd. is owned by HIDAKA HOLDINGS (2008) CO., LTD., an entity incorporated in Thailand, and Siam Client Service Co., Ltd., an entity incorporated in Thailand, which own 49% and 2%, respectively, of the shares of Hidaka Koei (Thailand) Co., Ltd. with the 49% balance owned by KOEI (JAPAN), an entity incorporated in Japan and the subsidiary of Koei. HIDAKA HOLDINGS (2008) CO., LTD. and Siam Client Service Co., Ltd. are both owned and operated by Thai nationals. Through contractual arrangements, specifically pursuant to (i) Article 5 of the Shareholders Agreement, dated February 5, 2026, between KOEI (JAPAN) and Siam Client Service Co., Ltd., KOEI (JAPAN) (“KOEI-Siam Shareholders Agreement”) is solely responsible for the management and business activities of Hidaka Koei (Thailand) Co., Ltd. without any input of Siam Client Service Co., Ltd. and (ii) Article 8-3 of the KOEI-Siam Shareholders Agreement giving KOEI (JAPAN) an exclusive call option to purchase or designate a party to purchase the shares held by Siam Client Service Co., Ltd., the 2% Thai owner, giving KOEI (JAPAN) effective control over Siam Client Service Co., Ltd.’s 2% interest in Hidaka Koei (Thailand) Co., Ltd., enabling KOEI (JAPAN) with its 49% interest, to control Hidaka Koei (Thailand) Co., Ltd. and consolidate the financial results of Hidaka Koei (Thailand) Co., Ltd. in its consolidated financial statements. The non-controlling interests of relevant Thai shareholders are accounted for in Koei’s financial statements.

Risks Related to Financing

We might obtain lines of credit and other borrowings, which increases our risk of loss due to potential foreclosure.

We may obtain lines of credit and long-term financing that may be secured by our assets. As of February 28, 2026, our outstanding indebtedness was approximately US$12 million. As with any liability, there is a risk that we may be unable to repay our obligations from the cash flow of our assets. Therefore, when borrowing and securing such borrowings with our assets, we risk losing such assets in the event we are unable to repay such obligations or meet such demands.

We have broad authority to incur debt.

Our policies do not limit us or our subsidiary entities from incurring debt. We intend to borrow as much as possible. High debt levels would cause us to incur higher interest charges and higher debt service payments and may also be accompanied by restrictive covenants.

One of our existing loan agreements is subject to material restrictive covenants.

The Company entered into a secured long-term loan pursuant to that certain loan agreement, dated September 22, 2021, with Resona Bank, Limited and The Bank of Yokohama, Ltd., as the lenders. The  Company’s secured long-term loan, which amounted to $5,165,886 and $6,317,690 for the years ended February 28, 2026 and 2025, respectively, is subject to certain covenants requiring maintenance of specified ratio of net assets and avoiding consecutive operating losses. These covenants limit our operational and financial flexibility, and failure to comply with any of these requirements could result in an event of default. If a default were to occur, our lenders could accelerate the outstanding indebtedness, impose additional fees or penalties, or require us to obtain waivers or enter into amendments on unfavorable terms. In certain cases, a default could also permit lenders to foreclose on the collateral securing the indebtedness, which include the land and building of KOEI JAPAN’s head office, Yokohama Kanazawa Recycle Center and Yokohama Kanazawa Intermediate Processing Center. Moreover, the restrictive nature of these covenants may discourage us from pursuing strategic transactions, expanding into new business lines, making capital expenditures, or responding to adverse market or operational developments. Even if we remain in compliance, the financial ratios and other restrictions included in these agreements may become increasingly difficult to satisfy if our revenues decline, operating costs increase, or macroeconomic or industry conditions deteriorate. The need to dedicate cash flow to debt service may further limit our ability to invest in growth initiatives. There is no assurance that we will continue to satisfy these covenants in future periods, particularly if our operating performance fluctuates or if we are required to incur additional indebtedness. If we are unable to obtain necessary waivers or modifications from our lenders when needed, or if our lenders adopt a stricter interpretation of the covenant requirements, our financial condition and results of operations could be materially and adversely affected. Additionally, the existence of these covenants may make it more difficult or costly for us to secure additional financing.

We may require additional capital in the future and may not be able to secure adequate funds on terms acceptable to us.

The expansion and development of our business may require significant capital, which we may be unable to obtain, to fund our capital expenditures and operating expenses, including working capital needs. We may fail to generate sufficient cash flow from the sales of our commercial and residential properties and land or from other financing sources in order to meet our cash requirements. Further, our capital requirements may vary materially from those currently planned if, for example, our revenues do not reach, or our costs exceed, expected levels or we have to incur unforeseen capital expenditures to maintain our competitive position. If this is the case, we may require additional financing sooner than anticipated or we may have to delay or abandon some or all of our development and expansion plans or otherwise forego market opportunities.

To a large extent, our cash flow generation ability is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations in an amount sufficient to enable us to fund our liquidity needs. As a result, we may need to refinance all or a portion of our indebtedness, on or before its maturity, or obtain additional equity or debt financing. We cannot assure you that we will be able to do so on commercially reasonable terms, if at all. Any inability to generate sufficient cash flow, refinance our indebtedness or incur additional indebtedness on commercially reasonable terms could adversely affect our financial condition and could cause us to be unable to service our debt and may delay or prevent the expansion of our business.

Risks Related to this Offering and Ownership of the Common Shares

Even if the common shares are listed on Nasdaq, there can be no assurance that we will be able to comply with Nasdaq’s continued listing standards.

Prior to this offering, there has been no public market for our common shares. As a condition to consummating this offering, our common shares offered in this prospectus must be listed on Nasdaq. Accordingly, in connection with the filing of the registration statement of which this prospectus forms a part, we have applied to list our common shares on Nasdaq under the symbol “KOEI.” Assuming that our common shares are listed, after the consummation of this offering there can be no assurance any broker will be interested in trading our common shares. Therefore, it may be difficult to sell your common shares if you desire or need to sell them. Our underwriters are not obligated to make a market in our common shares, 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 shares will develop or, if developed, that such market will continue.

Even if our common shares are approved for listing on Nasdaq, there is no guarantee that we will be able to maintain such listing for any period of time by perpetually satisfying Nasdaq’s continued listing requirements. Our failure to continue to meet these requirements may result in our common shares being delisted from Nasdaq.

The price of our common shares 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, our common shares may be subject to rapid and substantial price volatility, low volumes of trades 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 the common shares.

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

The price of the common shares may fluctuate substantially.

The price for the common shares in this offering will be determined by us and representatives of the underwriters, and it may not be indicative of prices that will prevail in the open market following this offering. You may not be able to sell your common shares at or above the offering price or at any other price or at the time that you would like to sell. You should consider an investment in the common shares to be risky, and you should invest in the common shares only if you can withstand a total loss and wide fluctuations in the market value of your investment. Some factors that may cause the market price of the common shares to fluctuate, in addition to the other risks mentioned in this section of the prospectus, are:

These and other market and industry factors may cause the market price and demand for the common shares to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from readily selling their common shares and may otherwise negatively affect the liquidity of the common shares. Future market fluctuations may also materially adversely affect the market price of the common shares.

In the past, following periods of volatility in the market price of a company’s securities, shareholders have often instituted securities class action litigation against that company. Any such class action suit or other securities litigation would divert the attention of our senior management, require us to incur significant expense and, whether or not adversely determined, could materially adversely affect our business, financial condition, results of operations and prospects.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the price of the common shares and trading volume could decline.

The trading market for the common shares depends in part on the research and reports that securities or industry analysts publish about us or our business. If few or no securities or industry analysts cover us, the trading price for the common shares would be negatively impacted. If one or more of the analysts who covers us downgrades the common shares, publishes incorrect or unfavorable research about our business, ceases coverage of our Company, or fails to publish reports on us regularly, demand for the common shares could decrease, which could cause the price of the common shares or trading volume to decline.

Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of the common shares. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our businesses and cause the price of the common shares to decline.

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

Following the completion of this Offering, management will control approximately [____]% of the voting power of our outstanding common shares if all the common shares being offered are sold. As a result, management will have significant voting power over matters requiring shareholder 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 shareholders. The interests of management may not always coincide with our interests or the interests of our other shareholders. This concentration of voting power may also have the effect of delaying, preventing or deterring a change in control of us. Also, management may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to our other shareholders or adversely affect us or our other shareholders, including investors in this offering. As a result, the market price of our common shares could decline or shareholders might not receive a premium over then-current market price of our common shares upon a change in control. In addition, this concentration of voting power may adversely affect the trading price of our common shares because investors may perceive disadvantages in owning shares in a company with significant shareholders. See “Description of Share Capital.”

Our common shares 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 shares 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 shares will not be considered “penny stock” following this offering since they will be listed on the Nasdaq, if we are unable to maintain that listing and our common shares is no longer listed on the Nasdaq, unless we maintain a per-share price above $5.00, our common shares 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 shares and may affect your ability to resell our common shares.

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 shares will not be classified as a “penny stock” in the future.

If you purchase common shares in this offering, you will experience immediate dilution.

If you purchase common shares in this offering, you will experience immediate dilution of $[___] per common share in the net tangible book value of your common shares after giving effect to this offering at an assumed public offering price of $[____] per common share because the price that you pay will be substantially greater than the net tangible book value per common share that you acquire. For a further description of the dilution that you will experience immediately after this offering, see the section of this prospectus titled “Dilution.”

If the benefits of any proposed acquisition do not meet the expectations of investors, shareholders or financial analysts, the market price of our common shares may decline.

If the benefits of any proposed acquisition do not meet the expectations of investors or securities analysts, the market price of our common shares prior to the closing of the proposed acquisition may decline. The market values of our common shares 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 shares 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.

The payment of future dividends on our common shares, if any, must be approved by our common shareholders at the annual meeting of the shareholders, or our board of directors only once during a business year, and will depend on many factors on which the common shareholders or directors may determine not to do so.

The payment of future dividends on our common shares, if any, must be approved by our common shareholders at the annual meeting of the shareholders, or our board of directors only once during a business year, and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that our common shareholders or directors may deem relevant, including retaining future earnings, if any, for reinvestment in the development and expansion of our business. Therefore, you may not receive any dividends on your common shares for the foreseeable future, and the success of an investment in the common shares will depend upon any future appreciation in its value. Moreover, any ability to pay may be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries. Consequently, investors may need to sell all or part of their holdings of our common shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. There is no guarantee that the common shares will appreciate in value or even maintain the price at which our shareholders have purchased the common shares.

Sales of a substantial number of our common shares in the public markets by our existing shareholders in the future could cause the price of the common shares to fall.

Sales of a substantial number of our common shares in the public market in the future or the perception that these sales might occur, could depress the market price of the common shares and could impair our ability to raise capital through the sale of additional equity securities from time to time. We are unable to predict the effect that any such sales may have on the prevailing market price of the common shares.

The future issuance of additional common shares in connection with our stock acquisition rights or other incentives, convertible bonds, acquisitions or otherwise may adversely affect the market of the common shares.

At the time of this filing, we had 171,600 common shares issuable upon exercise of outstanding stock acquisition rights at a weighted average exercise price of ¥1 ($0.01) per share. If and when these stock acquisition rights are exercised for our common shares, the number of common shares outstanding will increase. Such an increase in our outstanding securities, and any sales of such shares, could have a material adverse effect on the market for the common shares, and the market price of the common shares.

We currently plan to continue granting stock acquisition rights and other incentives so that we can continue to secure talented personnel in the future. Any common shares issued in connection with the exercise of outstanding stock acquisition rights would dilute your ownership interest.

The future issuance of additional common shares in connection with our stock option plan, acquisitions or otherwise may adversely affect the market of the common shares.

On May 21, 2026, our board of directors adopted the Koei Group Co., Ltd. 2026 Equity Incentive Compensation Plan (the “2026 Equity Incentive Plan”), which was approved at a special shareholders meeting held on May 26, 2026. Under the 2026 Equity Incentive Plan, we may grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance share awards to our Company’s directors, internal corporate auditors, officers, employees and consultants. A total of 1,287,000 common shares are authorized for issuance under the 2026 Equity Incentive Plan. We currently plan to continue granting stock options and other incentives so that we can continue to secure talented personnel in the future. We may issue all of these common shares without any further action or approval by our shareholders, subject to certain exceptions. Any common shares issued in connection with the 2026 Equity Incentive Plan, the exercise of stock options issued under the 2026 Equity Incentive Plan, or otherwise, would dilute your ownership interest.

We may also issue stock to provide consideration in connection with future acquisitions or other corporate transactions. The issuance of our capital stock in connection with corporate transactions, would dilute your ownership interest.

The right of holders of common shares to participate in any future rights offerings may be limited, which may cause dilution to their holdings.

We may, from time to time, distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make any such rights available to the holders of common shares in the United States unless we register such rights and the securities to which such rights relate under the Securities Act or an exemption from the registration requirements is available. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act.

Risks Related to Tax

We may incur significant taxation from an investigation by the tax authority in Japan.

In Japan, every two to five years, the Japanese tax authority investigates Japanese companies to check the tax filing and determine whether their tax treatment is appropriate. If the tax authority investigates our tax treatment and determines our tax treatment is not appropriate, or if we and the tax authority have different views on tax treatments, we may have to pay a burden taxation. The Company underwent a tax investigation by the Japanese tax authorities for its income tax returns for the years ended February 28, 2021 through February 28, 2023. As a result of the investigation, the Company made additional payments of approximately US$24,000 in total of the three fiscal years, and the Company concluded that the tax investigation did not have a material impact on the Company.

Risks Related to Restrictions on Foreign Investment

We may face restrictions on foreign investment related to Foreign Exchange and Foreign Trade Act in Japan.

If we develop a new business or plan a merger or acquisition, we have to consider the impact from restrictions of foreign investment under the Foreign Exchange and Foreign Trade Act, as amended (the “FEFTA”), in Japan. We have applied to list our common shares on the Nasdaq. In this case, an investment in our Company may be deemed as an inward direct investment as set forth in the FEFTA. When it is applicable, certain acquisitions of shares in Japan from foreign investors may be subject to prior notification or a post-investment report. Under the FEFTA, when foreign investors acquire our common shares in a transaction that is considered as an inward direct investment or a specified acquisition, they are required to file a notification or report with the Japanese government via the Bank of Japan, subject to limited exemptions. Therefore, if we develop a new business or plan a merger or acquisition in the future, we have to consider the impact from restriction of foreign investment in Japan, and if there is any impact due to the application of this regulation, we may have to forego such new business or plans, which may materially and adversely impact our financial condition and results of operations in future periods.

Risks Related to the Prospective Expansion to the U.S. Markets

In expanding our business to the U.S. and other foreign countries, our operations are regulated by the laws and regulations of those countries or regions.

Our planned business expansion into the U.S. and other foreign countries will require us to operate in compliance with the civil, commercial, corporate laws, environmental and recycling laws, tax laws, and other laws and regulations of the relevant country or region. In developing our business, we intend to investigate such laws and regulations, establish the necessary systems, and operate our business in compliance with such laws and regulations. However, in the event that a violation of such laws or regulations is discovered, we may be subject to penalties such as suspension of business, fines, or revocation of licenses and qualifications by the regulatory authorities in the relevant country or region, which may ultimately have an adverse effect on our business performance and financial position.

As we expand our business into the United States and other foreign countries, our operating results and financial condition may be affected by economic and political conditions in those countries or regions.

When we plan to expand our business into the U.S. and other foreign countries, we intend to do so after conducting sufficient research and analysis of the economic and political conditions in those countries or regions. However, if unforeseen circumstances arise that cannot be predicted by our research and analysis, they may adversely affect our business performance and financial position.

In expanding our business to the U.S. and other foreign countries, we may not be able to secure the human resources and business alliances necessary to operate our business.

In the course of our planned business expansion into the U.S. and other foreign countries, we may recruit and hire personnel necessary for our business operations. In addition, we plan to seek business alliances and other arrangements necessary for our business operations. However, we may not be able to secure such personnel or business alliances, which may lead to a total or partial suspension or stagnation of our business operations.

In expanding our business to the U.S. and other foreign countries, we must adapt to the business customs or culture of the country or region.

Our planned expansion into the U.S. and other foreign countries will require us to adapt to the business customs or culture of the country or region. We intend to address these barriers through collaboration and cooperation with companies and personnel with local business experience. However, failure to adapt to such business practices and cultures could result in reputational and reputational damage, which could adversely affect our business results and financial condition.

In conducting business in the U.S. and other foreign countries, we may encounter natural disasters due to the geography of those countries or regions.

In the course of our planned business expansion into the U.S. and other foreign countries, there is a possibility that our products and other assets may be damaged by natural disasters in those countries or regions. We plan to take disaster risk into consideration when selecting products and purchasing insurance to protect against natural disaster damage. However, if a disaster occurs unexpectedly or we are unable to obtain insurance under sufficient conditions, the value of our assets may be damaged, and our business performance and financial position may be adversely affected as a result.

USE OF PROCEEDS

We estimate that we will receive approximately US$[___] million in net proceeds from the assumed sale of [___] common shares offered by us in this offering (or approximately US$[___] million if the underwriters exercise in full their option to purchase up to [___] additional common shares from us), based on an assumed public offering price of US$[___] per common share (which is the low-end of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and offering expenses of approximately US$[___] million payable by us.

We intend to use the net proceeds from this offering as follows:

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, has no agreements or commitments for particular uses of the net proceeds from this offering, and our management will have discretion in allocating the net proceeds. The amounts and timing of our actual expenditures will depend upon numerous factors, including the progress of our expansion and development efforts, whether or not we enter into strategic transactions, our general operating costs and expenditures, and the changing needs of our businesses.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$[____] per share (which is the low-end of the price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering by approximately US$[____] million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions payable by us. We may also increase or decrease the number of shares we are selling in this offering. An increase (decrease) of 100,000 in the number of shares offered by us in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately US$[____] million, assuming the assumed initial public offering price of US$[____] per share (which is the low-end of the price range set forth on the cover page of this prospectus) remains the same, and after deducting the underwriting discounts and commissions payable by us. Any increase or decrease in the estimated proceeds from the offering is not expected to have a material effect on our operations given the discretion we will have in the application and use thereof.

We believe that our funds and the net proceeds from this offering will be sufficient to continue our businesses and operations as currently conducted through December 31, 2026; however, changing circumstances may cause us to consume capital significantly faster than we currently anticipate.

To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

Although we have paid annual dividends to shareholders since our formation in August 2024 as reflected in the table below, the payment of future dividends on our common shares, if any, must be approved by our common shareholders at the annual meeting of the shareholders, or our board of directors only once during a business year, and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that our common shareholders or directors may deem relevant, including retaining future earnings, if any, for reinvestment in the development and expansion of our business. The agreements into which we may enter in the future, including indebtedness, may impose limitations on our ability to pay dividends or make other distributions on our capital stock. See “Risk Factors—Risks Related to this Offering and Ownership of the Common Shares—The payment of future dividends on our common shares, if any, must be approved by our common shareholders at the annual meeting of the shareholders, or our board of directors only once during a business year, and will depend on many factors on which the common shareholders or directors may determine not to do so.”

CAPITALIZATION

The following table sets forth our cash and cash equivalents, debt and capitalization as of February 28, 2026:

You should read the following table in conjunction with the sections entitled “Use of Proceeds”, “Selected Consolidated Financial Information and Operating Data”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our financial statements and the related notes thereto included elsewhere in this prospectus.

DILUTION

Purchasers of common shares in this offering will experience immediate and substantial dilution to the extent of the difference between the initial public offering price per common share paid by the purchasers of the common shares in this offering and the pro forma, as adjusted net tangible book value per common share immediately after, and giving effect to, this offering. Dilution results from the fact that the initial public offering price per common share in this offering is substantially in excess of the net tangible book value per common share attributable to the issued and outstanding common shares held by our existing shareholders.

Our historical net tangible book value per common share is determined by dividing our net tangible book value, which is the book value of our total assets less the book value of our goodwill, intangible assets, deferred initial public offering costs and total liabilities, by the number of outstanding common shares. As of February 28, 2026, the historical net tangible book value of our common shares was US$5,660,464, or US$0.66 per common share.

After giving effect to the (i) assumed sale by us of [___________] common shares in this offering at an assumed initial public offering price of US$[__] per common share (which is the low-end of the price range set forth on the cover page of this prospectus), and (ii) receipt by us of the net proceeds of this offering, after deduction of the underwriting discounts and commissions and the estimated offering expenses payable by us, our pro forma net tangible book value as of February 28, 2026 have been US$[__________], or US$[__] per common share. The pro forma net tangible book value per common share immediately after the offering is calculated by dividing the pro forma net tangible book value of US$[__________] by [________] common shares (which is the pro forma common shares outstanding as of February 28, 2026). The difference between the initial public offering price per common share and the pro forma net tangible book value per common share represents an immediate increase in net tangible book value of US$[__] per common share to our existing shareholders, and an immediate dilution in net tangible book value of US$[__] per common share to purchasers of common shares in this offering.

The following table illustrates this dilution to purchasers in this offering on a per common share basis:

The following table summarizes, as of February 28, 2026, on the pro forma basis described above, the differences between the number of common shares purchased from us, the total consideration paid to us in cash, and the weighted average price per common share that our existing shareholders and the new purchasers in this offering paid. The total consideration below is based on an assumed initial public offering price of US$[_____] per common share (which is the low-end of the price range set forth on the cover page of this prospectus), before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$[____] per common share (which is the low-end of the price range set forth on the cover page of this prospectus) would increase (decrease) the total consideration paid by purchasers in this offering and the weighted average price per share paid by all shareholders by US$[_______] and US$[_____] per share,(which is the low-end of the price range set forth on the cover page of this prospectus), respectively, and in the case of an increase, would increase the percentage of total consideration paid by purchasers in this offering by [____]%, and in the case of a decrease, would decrease the percentage of total consideration paid by purchasers in this offering by [___]%, assuming the number of common shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions payable by us.

Similarly, an increase (decrease) of 100,000 in the number of common shares offered by us in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by purchasers in this offering and the weighted average price per share paid by all shareholders by US$[______] million and US$[____] per share, (which is the low-end of the price range set forth on the cover page of this prospectus), respectively, and in the case of an increase, would increase the percentage of total consideration paid by purchasers in this offering by [___]%, and in the case of a decrease, would decrease the percentage of total consideration paid by purchasers in this offering by [___]%, assuming the assumed initial public offering price of US$[_____] per common share (which is the low-end of the price range set forth on the cover page of this prospectus) remains the same, and after deducting the underwriting discounts and commissions payable by us.

The table and information above assume no exercise by the underwriters of their option to purchase additional common shares in this offering. If the underwriters exercise in full their option to purchase up to [______] additional shares from us based upon an assumed offer and sale of [____] common shares at an offering price of US$[___] per shares, the pro forma net tangible book value per share immediately after this offering would be US$[_____] per share, and the dilution in pro forma net tangible book value per share to purchasers in this offering would be US$[___] per share, in each case assuming an assumed initial public offering price of US$[____] per share (which is the low-end of the price range set forth on the cover page of this prospectus), and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Based upon an assumed offer and sale of [________] common shares at an offering price of US$[_____] per common share (which is the low-end of the price range set forth on the cover page of this prospectus), if the underwriters exercise in full their option to purchase up to [________] additional common shares from us, the number of common shares held by purchasers in this offering would be increased to [______] common shares, or [___]% of the total number of common shares outstanding immediately after this offering, and the percentage of common shares held by our existing shareholders would be reduced to [___]% of the total number of common shares outstanding immediately after this offering.

The foregoing tables and calculations are based on the number of common shares that will be outstanding immediately following the offering, and exclude (i) up to [______] common shares issuable upon the exercise in full by the underwriters of their option to purchase additional common shares from us based upon an assumed public offering price of US$[____] per share (which is the low-end of the price range set forth on the cover page of this prospectus), (ii) the number of common shares underlying 171,600 stock acquisition rights (with an exercise price of ¥1 (US$0.01) per common share) equal to 2% of the issued and outstanding common shares on a fully diluted basis as of the day prior to the successful listing on the Nasdaq, subject to adjustment as provided in the stock acquisition rights agreement, and (iii) up to an aggregate of [_____] common shares underlying the Representative’s Warrants to be issued to the Representative in connection with this offering (assuming the underwriters exercise the over-allotment option in full).

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis summarize the significant factors affecting our operating results, financial condition, liquidity, and cash flows for the periods presented below. The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. The forward-looking statements contained herein are based on management’s judgment, assumptions made by management and information currently available to it. Actual results could differ materially from those discussed or implied in the forward-looking statements as a result of various factors, including those described below and elsewhere in this prospectus, particularly in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Business Overview

Koei delivers secure, compliant, and sustainable solutions that protect data, recover resources, and enable customers to lead responsibly across the value chain. By transforming end-of-life technology and industrial waste into new value, we help fuel the global circular economy. We are a Japan-based holding company with consolidated subsidiaries in Japan, Singapore, Thailand, and the United States. Our business spans three primary areas—material recycling, information technology asset disposition (“ITAD”), and industrial waste management—with professional services in the United States representing a developing fourth business line.

Our operating subsidiaries include:

The following diagram reflects our current organizational structure as of the date of this prospectus:

We process a wide range of products, including information technology (“IT”) equipment, office automation (“OA”) equipment, consumer electronics, circuit boards, non-ferrous metals, and large industrial machinery. Our vertically integrated operation combines manual dismantling, two large industrial crushers with different crushing methods, and advanced sorting equipment capable of particle size separation, aluminum separation, and electromagnetic metal separation to recover a variety of materials, including gold, silver, palladium, copper, aluminum, and iron. These materials are sold to metal smelters and refiners, contributing to the global supply chain of critical raw materials.

Our ITAD services provide secure, compliant, and ESG-aligned solutions to corporations, government agencies, and institutional clients. We deliver a range of services, including certified data erasure, physical destruction, and asset resale. Data sanitization is performed through a combination of physical destruction, magnetic degaussing, and software-based erasure within secure, licensed facilities.

We operate dedicated ITAD facilities in Japan and Singapore, both of which maintain security protocols aligned with industry standards. In Japan, we also deploy mobile shredding units—specially equipped vehicles that perform on-site destruction directly at customer locations, eliminating transport risk and reinforcing data protection.

Refurbishable assets are resold under strict quality control standards, generating revenue while supporting clients’ ESG objectives. Our ITAD operations contribute to sustainability goals by enabling reuse, reducing landfill waste, and recovering critical components. We also participate in leading regulatory frameworks such as the Carbon Disclosure Project (“CDP”) and Taskforce on Nature-related Financial Disclosures (“TNFD”), and are certified under the Science Based Targets initiative (SBTi) to reduce Scope 1 and Scope 2 greenhouse gas emissions.

In Japan, we operate a licensed industrial waste management business through KOEI JAPAN Co., Ltd. (“KOEI JAPAN”), offering a one-stop solution that includes collection, transport, intermediate treatment, and resource recovery. We maintain licenses and favorable certifications in 46 of Japan’s 47 prefectures (excluding Okinawa), and operate certified treatment facilities in Yokohama City and Kitakyushu City. These operations comply with Japan’s Waste Management and Public Cleansing Act, the Secondhand Goods Business Act, and other applicable environmental regulations. We also own EPJ CO., LTD., established in 2025 to further strengthen and expand our waste management operations in Japan.

Japan’s demanding regulatory environment—among the most rigorous globally—requires deep operational discipline, transparency, and technical expertise. Our ability to operate at scale within this framework is the result of decades of infrastructure investment, regulatory engagement, and strict internal controls. This platform supports our broader international expansion and underpins our reputation as a trusted, high-compliance partner.

Over 95% of our revenue for the fiscal years ended February 28, 2026 and 2025 was derived from the sale of recycled materials and reused IT assets, with the remaining 5% from industrial waste management and other services fees. For the years ended February 28, 2026 and 2025, the Company reported revenues of US$47,665,800 and US$43,837,761, respectively, net income of US$1,885,665 and US$1,185,085, respectively, and had net cash provided by operating activities of US$4,288,651 and US$1,092,623, respectively.

Our integrated model, breadth of licensed services, internationally recognized certifications (ISO9001, ISO14001, ISO27001, ISO45001, R2v3), and reputation for reliability position us to serve both public- and private-sector customers globally. In Japan, our competitive strength is further reinforced by our three major recycling centers, which anchor our operations and support deep, long-standing relationships with municipalities and enterprise clients. Our environmental commitment has been recognized with a “B” score from the CDP—a leading international nonprofit that evaluates climate-related performance on an eight-tier scale (A, A-, B, B-, C, C-, D, D-, F). This rating reflects our adherence to emissions, safety, and resource recovery standards, and supports our positioning as a trusted partner for ESG-aligned operations.

Our international expansion reflects a focused strategy targeting markets with rising demand for secure, compliant, and ESG-aligned services. In January 2024, we established KOEI (THAILAND) CO., LTD., and on December 19, 2025, the Company entered into an agreement to sell a 49% ownership interest in KOEI THAILAND to HIDAKA HOLDINGS (2008) CO., LTD., for the purpose of business expansion in Southeast Asia by partnering with the established ferrous scrap recycling company in Thailand. The transaction was completed in February 2026, for a total cash consideration of THB980,000 (approximately US$32,000) and renamed KOEI (THAILAND) CO., LTD. to “Hidaka Koei (Thailand) Co., Ltd.” In the same month, the Company transferred an additional 2% ownership interest in Hidaka Koei (Thailand) Co., Ltd. to another entity incorporated in Thailand with no consideration. Through contractual arrangements with these Thai shareholders, the Company is able to control Hidaka Koei (Thailand) Co., Ltd. and consolidate its financial results in its consolidated financial statements. In March 2025, we acquired a 51% interest in Koei US, Inc. (“Koei US”), a Texas-based professional services firm formerly operating as Nufika LLC. Hidaka Koei (Thailand) Co., Ltd. is evaluating facility development for ITAD services. Koei US, which historically served the energy sector, is a licensed engineering firm in Texas and staffed by employees and contractors. Neither currently operates a dedicated ITAD facility, though both are integral to our long-term growth plans.

We see significant opportunity in the U.S. and Southeast Asia, where industrialization, digital infrastructure investment, and regulatory tightening are accelerating demand for secure asset disposition and material recovery. In Texas, we believe that Koei US is positioned to offer professional services and asset disposition services, particularly for energy, operational technology (“OT”), and digital infrastructure clients—offering a multimode service model for the U.S. market.

As we scale internationally, we are committed to disciplined investment, operational efficiency, and selective customer and contract targeting. We seek to preserve margin stability while pursuing expansion into higher-value service areas, including engineering, consulting, and technology-enabled offerings. We operate under standardized Basic Sales Agreements (BSAs) and Industrial Waste Collection, Transportation, and Disposal Outsourcing Basic Agreements (IWCTD Agreements), each containing customary protections and termination provisions.

As part of our belief in continuous improvement, we have made and will continue to make strategic investments to enhance our operations and service offerings.

We have invested in advanced process automation technologies, including Japan’s largest 4-axis shredders, vertical crushers, industrial-scale crushers, and sorting systems. These upgrades are designed to improve operational efficiency, increase data and environmental security, and support the responsible recovery of critical resources. In parallel, we are also exploring the possibility of developing proprietary technologies that build on our decades of operational and process expertise; however, no formal initiatives have been launched, and there is currently no established timeline or definitive development plan in place.

Koei is driven by a bold ambition: to transform end-of-life assets into engines of renewal, supporting the next generation of infrastructure resilience and advancing the circular economy. We believe the future demands more than sustainability—it calls for regeneration. Through strategic investments in technology, talent, and stewardship, we are building a secure, compliant, and globally scalable platform that delivers data-driven sustainable solutions. Our goal is to help businesses reduce risk, unlock value, and lead responsibly across the entire value chain.

Corporate History

Forward Stock Split

Effective September 8, 2025, Koei approved a stock split of the Koei’s issued and outstanding common shares, at a ratio of 30,000-for-1 (the “Stock Split”). As of September 8, 2025 and immediately prior to the Stock Split, there were 286 common shares issued and outstanding. As a result of the Stock Split, Koei has 8,580,000 common shares issued and outstanding. All share and per share data included within the consolidated financial statements and related footnotes have been adjusted to account for the effect of the Stock Split.

Amendment No. 1 to Service Agreement

On September 17, 2025, the Company entered into Amendment No. 1 to Service Agreement with HeartCore Enterprises, Inc. (“HeartCore”) to amend the Service Agreement to permit the issuance of stock acquisition rights rather than the Warrant based on the terms set forth in Amendment No. 1 to Service Agreement.

The foregoing description of Amendment No. 1 to Service Agreement is qualified in its entirety by reference to Amendment No. 1 to Service Agreement, a copy of which is filed as Exhibit 10.3 to the registration statement of which this prospectus forms a part.

Stock Acquisition Rights

On September 22, 2025, the Company allotted 171,600 stock acquisition rights to HeartCore in exchange for services rendered as a consultant in connection with the proposed initial public offering of the Company under grants authorized by our shareholders and directors on September 17, 2025 in connection with the Service Agreement, dated as of April 11, 2024, between KOEI JAPAN (formerly Koei Shoji Co., Ltd.) and HeartCore, as amended. The stock acquisition right is exercisable upon a successful listing on the NYSE American or the Nasdaq and has an exercise price of US$0.01 per share and is fully vested. The number of shares underlying each stock acquisition right is calculated as the number of issued and outstanding common shares on a fully diluted basis as of the previous day of the listing date on a stock exchange multiplied by 2%, subject to adjustment as provided in the 1st Stock Acquisition Rights Allotment Agreement, dated September 17, 2025, between Koei and HeartCore.

The foregoing description of the 1st Stock Acquisition Rights Allotment Agreement is qualified in its entirety by reference to the 1st Stock Acquisition Rights Allotment Agreement, a copy of which is filed as Exhibit 10.4 to the registration statement of which this prospectus forms a part. 

Number of Authorized Shares

Effective October 15, 2025, the Company approved to decrease its number of authorized shares from 40,040,000 to 34,320,000.

Dividend Distribution

In November 2025, the Company declared and distributed cash dividends of JPY21,450,000 (approximately US$146,000).

Change in Ownership Interest without Change of Control

In February 2026, the Company sold a 49% ownership interest in KOEI (THAILAND) CO., LTD. to HIDAKA HOLDINGS (2008) CO., LTD. for cash consideration of THB980,000 ($31,570), and renamed KOEI (THAILAND) CO., LTD. to “Hidaka Koei (Thailand) Co., Ltd.” In the same month, the Company transferred an additional 2% ownership interest in Hidaka Koei (Thailand) Co., Ltd. to another entity incorporated in Thailand with no consideration. Through contractual arrangements with these Thai shareholders, the Company is able to control KOEI Hidaka Koei (Thailand) Co., Ltd. and consolidate its financial results in its consolidated financial statements. As of February 28, 2026, Hidaka Koei (Thailand) Co., Ltd. had no operations and incurred only immaterial expenses since its incorporation in January 2024.

Key Financial Performance Indicators

Our key financial performance indicators are revenues, cost of revenues, gross margins, income from operations, net income and adjusted EBITDA.

Revenues

We currently generate our revenues from the following main sources:

Sales of Recycled Materials

A substantial portion of our revenue is derived from the sale of recycled materials and from the sale of reusable equipment recovered during the recycling and ITAD processes. Recycled materials primarily consist of electronic scrap, circuit boards, dismantled home appliances, and other industrial inputs containing precious metals, rare earth elements, and both ferrous and non-ferrous metals. Components or equipment with remaining utility are resold for reuse, which enhances overall margin contribution and supports resource efficiency objectives.

Revenue from these sales is recognized at a point in time when control of the goods transfers to the customer, which generally occurs upon completion of inspection and acceptance procedures. We do not offer warranties on recycled or reused materials. Our recycled materials mainly contain copper, gold and silver slags.

Industrial Waste Management and Other Services Revenue

We generate waste management revenue by collecting, transporting and disposing of industrial waste. It also provides other miscellaneous services, primarily IT asset disposal, involving the secured destruction or data erasure from used IT equipment, such as computers and smartphones, and professional services. Besides professional services, the service period normally ranges from one day to one week. Revenue is recognized at a point in time when the promised service is completed. The service period of professional services normally lasts for one month, and the revenue is recognized over the service period.

Payments to customers that are not in exchange for a distinct good or service are recorded as reductions of revenue. We make rebates to certain customers associated with payments for the recyclables obtained from the process of providing industrial waste management services, which will be subsequently processed by the Company and sold to other customers as recycled materials. The rebates amount is determined by mutual agreement between the Company and customers upon the completion of industrial waste management services. Rebates are generally recorded as reductions of revenue upon the receipt of the recyclable materials, in the same period when the corresponding service revenue is recognized.

Cost of Revenues and Gross Margins

Cost of revenues primarily consists of costs of goods sold associated with sales of recycled materials, salaries and outsourcing expenses for personnel directly involved in delivering services to customers, depreciation of property, plant and equipment used to produce our goods, along with related utilities and maintenance costs, and allocation of indirect costs such as corporate overhead.

We analyze the profitability of each transaction with customers and purchase from suppliers and closely observe the market price of metal markets for the purpose of balancing the satisfaction of customer and supplier business and our profit and achieving increasing revenues and profitability at the same time. Setting a reasonable gross margin is key to our success, especially for sales of recycled materials.

Income from operations

Income from operations is the difference between our revenues and cost of revenues, and operating expenses.

Net income

Net income is calculated by adding other income (expenses) and subtracting income tax expense to income from operations.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure and should not be considered an alternative to GAAP net loss as a measure of operating performance or as a measure of liquidity. We define adjusted EBITDA as net income before provision for income taxes, loss from equity method investments, interest expense, depreciation and amortization expense, and provision for credit losses. We believe adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations. Adjusted EBITDA was $4,230,694 and $2,975,912 for the years ended February 28, 2026 and 2025, respectively.

Results of Operations

Results of operations for the years ended February 28, 2026 and 2025

The following table sets forth our consolidated results of operations for each of the periods presented.

The following table presents our reconciliation of GAAP net income to adjusted EBITDA for the periods indicated. For additional information regarding adjusted EBITDA, see “Key Financial Performance Indicators.”

Revenues

Our revenues generated from different revenue streams consist of the following:

Our total revenues increased by 9% from $43,837,761 for the year ended February 28, 2025 to $47,665,800 for the year ended February 28, 2026, or an increase of $3,828,039, mainly due to the increase in sales of recycled materials, particularly driven by the rise in market price of precious metals for recycle materials processed as well as the growth in the resale of refurbished tech devices. For the year ended February 28, 2026, copper, gold and refurbished tech devices accounted for approximately 50%, 12%, and 37% of the total sales of recycled materials, respectively. The growth was mainly driven by the increase of revenue from resale of refurbished tech devices by approximately $7 million as a result the Company successfully sourced large amount of disposals from datacenters including servers and PCs. The increase in revenue was offset by a $2 million decrease in both copper and gold. This decrease was primarily driven by a decline in sales volume, reflecting the Company’s strategic shift toward the resale of refurbished tech devices, which generate higher profitability compared to the sale of recycled materials. The remainder was due to a $1 million foreign exchange impact, driven by a slightly stronger Japanese yen in the fiscal year ended February 28, 2026, compared to the previous year.

Cost of Revenues and Gross Margin 

Our total cost of revenues increased by 3% from $36,013,660 for the year ended February 28, 2025 to $37,118,717 for the year ended February 28, 2026, or an increase of $1,105,057. Aligned with the increase in resale of refurbished tech devices including servers and PC related items, cost of revenues increased by $434,577. The remaining $670,480 was mainly due to foreign exchange impact as a result was slightly stronger for the year ended February 28, 2026, compared to the year ended February 28, 2025.

The Company generated a gross margin of 22.1% for the year ended February 28, 2026, compared to a gross margin of 17.8% for the year ended February 28, 2025. The increase in gross margin was driven by revenue growth from the resale of refurbished tech devices, such as servers and PC-related items, which yield a higher gross margin than sales of recycled metal materials.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses increased by 22.8% from $5,736,347 for the year ended February 28, 2025 to $7,044,702 for the year ended February 28, 2026, mainly due to the increase in payrolls and traveling expenses as a result of acquisition of Koei US. The remaining increases were driven by IPO related expenses and loss on disposal of fixed assets during the year ended February 28, 2026.

Other Income (Expenses)

Other income (expenses), net decreased from $94,547 for the year ended February 28, 2025 to $(22,284) for the year ended February 28, 2026.

Loss from equity method investments decreased by 43.4% from $360,182 for the year ended February 28, 2025 to $203,830 in the year ended February 28, 2026. The decrease in net loss generated by the investees contributed to the decrease in loss from the investments.

Income Tax Expense

Income tax expense for the year ended February 28, 2026 was $1,205,781, compared to $491,229 for the year ended February 28, 2025. The increase of $714,552 was mainly attributable to the increase in income before income taxes.

Net Income

As a result of the above, net income for the year ended February 28, 2026 was $1,885,665, compared to net income of $1,185,085 for the year ended February 28, 2025, representing an increase of $700,580.

Net Income Attributable to Non-controlling Interests

The Company recognized non-controlling interests in connection with the acquisition of Koei US in March 2025 and the change in ownership interest in KOEI THAILAND in February 2026. Net income attributable to non-controlling interests was $9,129 and nil for the years ended February 28, 2026 and 2025, respectively.

Liquidity and Capital Resources　

In the year ended February 28, 2026, the Company renewed its borrowings under the revolving lines of credit in order to fund the principal repayment of $7.4 million due in fiscal year 2027.

As of February 28, 2026, the Company had $7,459,111 in cash and cash equivalents compared to $6,824,377 as of February 28, 2025. In addition, the Company had $3,256,504 in accounts receivable as of February 28, 2026 compared to $1,808,475 as of February 28, 2025. The Company’s accounts receivable includes balances due from customers for the services and goods completed or provided by the Company and accepted by customers.

As of February 28, 2026, the Company’s working capital deficit was $1,613,148. In assessing liquidity, management monitors and analyses the Company’s balance of cash and cash equivalents, ability to generate sufficient future earnings, and operating and capital investment commitments. The Company believes that its current cash and cash equivalents from operations and borrowings from banks will be sufficient to meet its working capital needs for the next 12 months from the date of issuance of the financial statements.

Over the next few years, the Company intends to consider other sources of financing to meet its cash needs, including raising additional capital through equity issuances. While we face uncertainties regarding the size and timing of our fundraising, we are confident that we will be able to continue to meet our business needs through the use of cash flows generated from operations, bank and other borrowings, and shareholder working capital, as needed.

The Company entered into a secured long-term loan pursuant to that certain loan agreement, dated September 22, 2021, with Resona Bank, Limited and The Bank of Yokohama, Ltd., as the lenders, filed as Exhibit 10.12 to the registration statement of which this prospectus forms a part. The Company’s secured long-term loan, which amounted to $5,165,886 and $6,317,690 for the years ended February 28, 2026 and 2025, respectively, is subject to certain covenants requiring maintenance of specified ratio of net assets and avoiding consecutive operating losses. These covenants limit our operational and financial flexibility. We were in compliance with all of the covenants under the secured loans as of February 28, 2026 and do not anticipate our existing debt covenants to restrict our ability to undertake additional financing.

Cash Flows for the Years Ended February 28, 2026 and 2025

The following table provides a summary of our cash flows for the periods indicated.

Cash Provided by Operating Activities

During the year ended February 28, 2026, net cash provided by operating activities of $4,288,651 was mainly due to net income of $1,885,665, adjusted for the increase in working capital including the accounts payable of $1,032,664 and income tax payable of $1,278,564, depreciation and amortization expense of $743,668, non-cash lease expense of $602,071. Negative changes in working capital mainly consisted of an increase of $1,567,767 in accounts receivable.

During the year ended February 28, 2025, net cash provided by operating activities of $1,092,623 was mainly due to net income of $1,185,085, adjusted for depreciation and amortization expense of $795,753, non-cash lease expense of $528,712, loss from equity method investments of $360,182, and changes in working capital. Negative changes in working capital mainly consisted of a decrease of $790,006 in income tax payable and decrease of $549,363 in operating lease liabilities.

Cash Provided by (Used in) Investing Activities

During the year ended February 28, 2026, net cash used in investing activities of $1,788,900 was mainly attributable to cash paid for the acquisition of Koei US, net of cash acquired, of $956,554 and purchases of property, plant and equipment of $735,417.

During the year ended February 28, 2025, net cash provided by investing activities of $154,755 was mainly attributable to proceeds from the surrender of life insurance policies of $681,429, partially offset by purchases of property, plant and equipment of $416,618 and purchases of term deposits of $110,056.

Cash Used in Financing Activities

During the year ended February 28, 2026, net cash used in financing activities of $1,571,856 was mainly the result of repayments of bank and other borrowings of $1,271,694 and distribution of dividends of $145,988.

During the year ended February 28, 2025, net cash used in financing activities of $1,592,603 was mainly the result of repayments of bank and other borrowings of $1,454,884 and distribution of dividends of $124,240.

Contractual Obligations

Lease Agreements

The Company has entered into operating leases mainly for offices, parking lots, facilities and warehouses purposes, with terms ranging from one to three years. Additionally, the Company has finance leases for certain office equipment, production equipment and vehicles, with terms ranging from three to seven years.

The Company had no material finance lease. For more details of material operating leases, see “Description of Business—Facilities” on page 82 of this prospectus.

As of February 28, 2026, the future maturity of lease liabilities is as follows:

Long-Term Debt

The Company borrowed loans from various financial institutions for the purpose of purchasing property, plant and equipment, and for working capital purpose.

As of February 28, 2026, future minimum payments for loans are as follows:

Off-Balance Sheet Arrangements (Off-Balance Sheet Transactions)

There are no off-balance sheet arrangements as of February 28, 2026 and 2025.

Trend Information

The war in Ukraine and the imposition of broad economic sanctions against Russia could lead to higher energy prices and global inflation surge which caused the disruptions in global markets. Israel-Palestinian conflict may have adverse impact in the oil prices and other markets. It is unclear how the continued development and complexity of this situation will affect the Japanese economy and our business in the future. Fluctuations in the market prices of precious metals such as gold, silver, and copper could adversely affect the Company’s business. In addition, there is a risk that changes related to the acquisition of new customers and additional purchases by existing customers could adversely affect the Company’s results of operations; that deteriorating global economic conditions could have an adverse effect on the Company’s industry, business and results of operations; and that many of the other risks listed under “Risk Factors” could have an incremental effect.

Other than as disclosed in the consolidated financial statements, we are not aware of any other trends, uncertainties, demands, commitments or events for the years ended February 28, 2026 and 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.

Inflation risk

Inflationary pressures have recently increased, and may continue to increase, the costs of labor, raw materials and other inputs for our products. We have experienced, and may continue to experience, higher than expected inflation, including escalating transportation, commodity and other supply chain costs and disruptions. If our costs are subject to significant inflationary pressures, we may not be able to offset such higher costs through price increases, which could adversely affect our business, results of operations or financial condition.

Liquidity risk

Liquidity risk is the risk that we will be unable to execute payments on the payment date when performing obligations to repay financial liabilities that come due. We monitor and maintain a level of cash and cash equivalents deemed adequate to finance our operation and to mitigate the effects of fluctuations in cash flow based on cashflow plans we prepare and maintain.

Market risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in the market prices of precious metals like gold, silver, and copper as well as interest rates. Lower market prices of precious metals could adversely affect our revenues, gross margin, and net income.

Interest Rate Risk

Our operations are interest rate sensitive. As the borrowing capability is adversely affected by increases in interest rates, a significant increase in interest rates may negatively affect the ability of borrowings to secure adequate financing. Higher interest rates could adversely affect our revenues, gross margin, and net income.

Credit risk

We hold cash in bank deposits financial institutions in Japan which are insured by the Deposit Insurance Corporation of Japan subject to certain limitations. We have not experienced any losses on such accounts and believe they are not exposed to any significant credit risk on cash and cash equivalents. Credit risk is also the risk of our incurring financial losses due to the default of contractual obligations by customers. We conduct credit management of customers in Japan and outside of Japan based on their financial condition.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences, and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

The following description of critical accounting policies and estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this prospectus. When reviewing our consolidated financial statements, you should consider our selection of critical accounting policies, the judgments and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.

Business Combinations and Asset Acquisitions

Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses are expensed as incurred. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. Transaction costs directly attributable to the acquisition are expensed as incurred.

If investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalized transaction costs, and does not result in the recognition of goodwill. The cost of the acquisition is allocated to the assets acquired on the basis of relative fair values.

Fair value is determined based upon the guidance of ASC Topic 820, Fair Value Measurements and Disclosures, and generally are determined using Level 2 inputs and Level 3 inputs. The determination of fair value involves the use of significant judgment and estimates. The Company utilizes the assistance of a third-party appraiser to determine the fair value as of the date of an acquisition.

In a business combination or asset acquisition, the Company may recognize identifiable intangibles that meet either or both the contractual legal criterion or the separability criterion.

Valuation of Non-controlling Interests

The Company, with the assistance of an independent valuation specialist, determined the fair value of the non-controlling interests recognized in connection with the acquisition of Koei US using the income approach with the discounted cash flow valuation method, which requires management to make significant estimates and assumptions related to forecasted revenues and cash flows and the discount rates. We believe the accounting estimate for valuation of non-controlling interests is a critical accounting estimate because our estimates are based on assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates.

DESCRIPTION OF BUSINESS

Unless the context otherwise requires, “Koei,” the “Company,” “we,” “us,” “our,” and similar references refer to Koei Group Co., Ltd., a Japanese corporation, and its direct and indirect subsidiaries, including, KOEI JAPAN CO., LTD., a Japanese corporation, KOEISING PTE. LTD., a Singaporean corporation, Hidaka Koei (Thailand) Co., Ltd., a Thai corporation, EPJ CO., LTD., a Japanese corporation and Koei US, Inc., a Texas corporation.

Business Overview

Koei delivers secure, compliant, and sustainable solutions that protect data, recover resources, and enable customers to lead responsibly across the value chain. By transforming end-of-life technology and industrial waste into new value, we help fuel the global circular economy. We are a Japan-based holding company with consolidated subsidiaries in Japan, Singapore, Thailand, and the United States. Our business spans three primary areas—material recycling, information technology asset disposition (“ITAD”), and industrial waste management—with professional services in the United States representing a developing fourth business line.

Our operating subsidiaries include:

The following diagram reflects our current organizational structure as of the date of this prospectus:

Our international expansion reflects a focused strategy targeting markets with rising demand for secure, compliant, and ESG-aligned services. In January 2024, we established KOEI (THAILAND) CO., LTD., and on December 19, 2025, the Company entered into an agreement to sell a 49% ownership interest in KOEI THAILAND to HIDAKA HOLDINGS (2008) CO., LTD., for the purpose of business expansion in Southeast Asia by partnering with the established ferrous scrap recycling company in Thailand. The transaction was completed in February 2026, for a total cash consideration of THB980,000 (approximately US$32,000) and renamed KOEI (THAILAND) CO., LTD. to “Hidaka Koei (Thailand) Co., Ltd.” In the same month, the Company transferred an additional 2% ownership interest in Hidaka Koei (Thailand) Co., Ltd. to another entity incorporated in Thailand with no consideration. Through contractual arrangements with these Thai shareholders, the Company is able to control Hidaka Koei (Thailand) Co., Ltd. and consolidate its financial results in its consolidated financial statements. In March 2025, we acquired a 51% interest in Koei US, Inc. (“Koei US”), a Texas-based professional services firm formerly operating as Nufika LLC. Hidaka Koei (Thailand) Co., Ltd. is evaluating facility development for ITAD services. Koei US, which historically served the energy sector, is a licensed engineering firm in Texas and staffed by employees and contractors. Neither currently operates a dedicated ITAD facility, though both are integral to our long-term growth plans.

We process a wide range of products, including information technology (“IT”) equipment, office automation (“OA”) equipment, consumer electronics, circuit boards, non-ferrous metals, and large industrial machinery. Our vertically integrated operation combines manual dismantling, two large industrial crushers with different crushing methods, and advanced sorting equipment capable of particle size separation, aluminum separation, and electromagnetic metal separation to recover a variety of materials, including gold, silver, palladium, copper, aluminum, and iron. These materials are sold to metal smelters and refiners, contributing to the global supply chain of critical raw materials.

Our ITAD services provide secure, compliant, and ESG-aligned solutions to corporations, government agencies, and institutional clients. We deliver a range of services, including certified data erasure, physical destruction, and asset resale. Data sanitization is performed through a combination of physical destruction, magnetic degaussing, and software-based erasure within secure, licensed facilities.