| Schedule of Cash Consideration |
The fair value of the consideration transferred is as follows: | | | JPY | | | Cash consideration | | | 547,120,001 | | | Ordinary shares issued (American Depositary Shares) | | | 539,322,124 | | | Series P preference shares issued (American Depositary Shares) | | | 6,165,219,979 | | | Deferred cash consideration | | | 1,743,333,735 | | | Total fair value of consideration transferred | | | 8,994,995,839 | |
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| Schedule of Pro Forma Information |
| | | As of April 30, 2024 | | | As of April 30, 2025 | | | | | Euro | | | Euro | | | Cash | | | 204,682- | | | | 588,182 | | | Trade accounts receivable, net | | | - | | | | 130,446 | | | Receivables from related parties | | | 1,100- | | | | 17,065 | | | Value added tax receivable | | | 13,163 | | | | 97,265 | | | Other receivables – Sale of Investment | | | - | | | | 17,939 | | | Other receivables | | | 1,133 | | | | 6,965 | | | Prepayments and other current assets | | | 3,094 | | | | 11,190 | | | | | | | | | | | | | Total current assets | | | 223,172 | | | | 869,052 | | | | | | | | | | | | | Property and equipment, net | | | - | | | | 210,190 | | | Equity method investments | | | - | | | | 64,162 | | | Operating right-of-use assets | | | - | | | | 302,601 | | | | | | | | | | | | | Total Non-current assets | | | - | | | | 576,953 | | | | | | | | | | | | | Total assets | | | 223,172 | | | | 1,446,005 | | | | | | | | | | | | | Trade accounts payable | | | (6,627 | ) | | | (51,261 | ) | | Accrued expenses | | | (9,584 | ) | | | (62,395 | ) | | Value added tax payable | | | - | | | | (62,769 | ) | | Other payables | | | - | | | | (5,033 | ) | | Payables to related parties | | | (2,037 | ) | | | (206,382 | ) | | Loans to related parties, current | | | - | | | | (40,250 | ) | | Operating lease liabilities, current | | | - | | | | (106,081 | ) | | | | | | | | | | | | Total current liabilities | | | (18,248 | ) | | | (534,171 | ) | | | | | | | | | | | | Long-term liabilities: | | | | | | | | | | Loans to related parties, noncurrent | | | (406,932 | ) | | | (1,096,679 | ) | | Operating lease liabilities, noncurrent | | | - | | | | (188,350 | ) | | Post-employment retirement benefits liability | | | - | | | | (34,127 | ) | | | | | | | | | | | | Total non-current liabilities | | | (406,932 | ) | | | (1,319,156 | ) | | | | | | | | | | | | Total liabilities | | | (425,180 | ) | | | (1,853,327 | ) | | | | | | | | | | | | Commitments and contingencies | | | | | | | | | | Mezzanine equity:Participating Convertible Preference Virtual Shares: nil and 470 shares as of April 30, 2024, and 2025, respectively | | | - | | | | (1,762,357 | ) | | Shareholders’ deficit: | | | | | | | | | | Class A Ordinary Voting Shares, par value €1 per share: 2,000 shares authorized, issued, and outstanding as of April 30, 2024 and 2025, respectively | | | (2,000 | ) | | | (2,000 | ) | | Class B Ordinary Non-Voting Shares, par value €1 per share: nil and 100,000 shares authorized as of April 30, 2024 and 2025, respectively; nil and 18,000 shares issued and outstanding as of April 30, 2024 and 2025, respectively | | | - | | | | (18,000 | ) | | Class C Redeemable Preference Shares, par value €1 per share: nil and 10,000 shares authorized as of April 30, 2024 and 2025, respectively; nil shares issued and outstanding as of April 30, 2024 and 2025 | | | - | | | | - | | | Additional paid-in capital | | | - | | | | - | | | Accumulated deficit | | | 203,818 | | | | 2,193,439 | | | Accumulated other comprehensive income | | | 190 | | | | (3,760 | ) | | | | | | | | | | | | Total shareholders’ deficit | | | 202,008 | | | | 2,169,679 | | | | | | | | | | | | | Total liabilities, mezzanine equity and shareholders’ deficit | | | (223,172 | ) | | | (1,446,005 | ) |
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| Schedule of Pro Forma Information Income Statement |
| | | For the year ended April 30, 2024 | | | For the year ended April 30, 2025 | | | | | Euro | | | Euro | | | Revenue, net | | | - | | | | (340,581 | ) | | | | | | | | | | | | Cost of revenue | | | - | | | | 199,440 | | | | | | | | | | | | | Gross income | | | - | | | | (141,141 | ) | | | | | | | | | | | | General and administrative expenses | | | 193,949 | | | | 1,388,257 | | | Research and development expenses | | | - | | | | 785,426 | | | Operating Loss | | | 193,949 | | | | 2,173,683 | | | | | | | | | | | | | Interest expenses, net | | | 6,933 | | | | 127,206 | | | Gain from the sale of controlling interests in ESGCX | | | - | | | | (179,174 | ) | | Impairment of goodwill | | | - | | | | 82,379 | | | Foreign currency remeasurement gain | | | - | | | | (77,203 | ) | | Other (expense) income, net | | | 2,936 | | | | 1,322 | | | | | | | | | | | | | Total other income (expense), net | | | 9,869 | | | | (45,470 | ) | | | | | | | | | | | | LOSS BEFORE INCOME TAXES | | | 203,818 | | | | 1,987,072 | | | | | | | | | | | | | Provision for income tax | | | - | | | | - | | | | | | | | | | | | | Loss before equity in net loss of equity method investment | | | 203,818 | | | | 1,987,072 | | | | | | | | | | | | | Equity in losses of equity method investee | | | - | | | | 2,549 | | | | | | | | | | | | | Net Loss | | | 203,818 | | | | 1,989,621 | | | | | | | | | | | | | Weighted average shares | | | | | | | | | | Basic | | | 2,000 | | | | 11,541 | | | Diluted | | | 2,000 | | | | 11,541 | | | Loss per share (basic) | | | 101.91 | | | | 172.40 | | | Loss per share (diluted) | | | 101.91 | | | | 172.40 | | | | | | | | | | | | | Other comprehensive loss: | | | | | | | | | | Foreign currency translation adjustments | | | 190 | | | | (3,950 | ) | | Release of cumulative translation adjustment upon disposal of a foreign subsidiary | | | | | | | | | | | | | | | | | | | | Total comprehensive loss | | | 204,008 | | | | 1,985,671 | |
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