Asfiled with the U.S. Securities and Exchange Commission on September 26, 2023

RegistrationNo. 333-

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FormF-1

REGISTRATIONSTATEMENT

UNDERTHE SECURITIES ACT OF 1933

MetrosDevelopment Co., Ltd.

(Exactname of Registrant as specified in its charter)

NotApplicable

(Translationof Registrant’s name into English)

MetrosDevelopment Co., Ltd.

GinzaSanno Building 7F

4-10-10,Ginza, Chuo-ku

Tokyo,Japan

Telephone:+81 3-6457-9420

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

CogencyGlobal Inc.

122East 42nd Street, 18th Floor

NewYork, NY 10168

Telephone:(800) 221-0102

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

Copiesto:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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

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

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

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

Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerginggrowth company ☒

Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuantto 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 StandardsBoard to its Accounting Standards Codification after April 5, 2012.

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant files a further amendment which specifically states that this registration statement shall thereafter become effective inaccordance with Section 8(a) of the Securities Act of 1933 or until the registration statement becomes effective on such date as theCommission, acting pursuant to Section 8(a), may determine.

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

METROSDEVELOPMENT CO., LTD.

_______ Common Shares

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

Weare also seeking to register the issuance of (i) warrants to purchase ______ common shares (the “Representative’sWarrant”) to the underwriters (assuming the exercise of the over-allotment option by theUnderwriters in full) as well as (ii) ______ common shares issuable upon exercise by the underwriters of the Representative’sWarrant at an exercise price of $______ per share (100% of initial public offering price).

Wehave applied to list our common shares on The Nasdaq Capital Market (“Nasdaq”) under the symbol “______”. Webelieve that upon the completion of the offering contemplated by this prospectus, we will meet the standards for listing on Nasdaq. Wecannot guarantee that we will be successful in listing our common shares on Nasdaq; however, we will not complete this offering unlesswe are so listed.

Currently,Yoshihiro Koshiba, our Chief Executive Officer and a member of our board of directors, beneficially owns 35,000,000 common shares, whichrepresent approximately 71.43% of the voting power of our outstanding common shares. Following this offering, Mr. Koshiba will controlapproximately ______% of the voting power of our outstanding common shares if all the common shares are sold. As a result of hisvoting power, he will be able to control any action requiring the general approval of our shareholders, including the election of ourboard of directors, the adoption of amendments to our articles of incorporation and the approval of any merger or sale of substantiallyall of our assets. If we are approved to list our common shares on Nasdaq, we will be a “controlled company” as defined inRule 5615(c)(1) of the Nasdaq listing standards because more than 50% of our voting power will be held by Mr. Koshiba after the offering.As a “controlled company,” we are exempt by Rule 5615(c)(2) of the Nasdaq listing standards from certain corporate governancerequirements. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of thecorporate governance requirements of Nasdaq. See “Prospectus Summary—Implications of Being a Controlled Company.”

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

Investingin our common shares involves a high degree of risk. Before purchasing any shares, potential investors should carefully read the discussionof the material risks of investing in our common shares under the heading “Risk Factors” beginning on page 13 of thisprospectus.

Neitherthe U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or recognizedthe adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Wehave 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$[●], and the total proceeds to us, before expenses, will be $[●].

Deliveryof the common shares is expected to be made on or about [●], 2023.

Thedate of this prospectus is , 2023

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus and any free writing prospectus prepared by us. Neither we nor the underwritershave authorized anyone to provide you with information that is different, and neither we nor the underwriters take any responsibilityfor, and provide any assurance as to the reliability of, any information, other than the information in this prospectus and any freewriting prospectus prepared by us. We are offering to sell our common shares, and seeking offers to buy our common shares, only in jurisdictionswhere such offers and sales are permitted. This prospectus is not an offer to sell, or a solicitation of an offer to buy, our commonshares in any jurisdiction where, or under any circumstances under which, the offer, sale, or solicitation is not permitted. Theinformation 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. Ourbusiness, results of operations, financial condition, or prospects may have changed since those dates.

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

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

Noticeto prospective investors in Japan: Our common shares have not been and will not be registered pursuant to Article 4, Paragraph 1of the Financial Instruments and Exchange Act. 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 anyperson resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offeringor resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from theregistration 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.

CautionaryNote Regarding Forward-Looking Statements

Thisprospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subjectto risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identifythese statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of thesestatements 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. Thesestatements are likely to address our growth strategy, financial results, and product and development programs. You must carefully considerany 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 knownand some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially. Factors that couldcause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

Wedescribe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition andresults of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefsand assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomesand 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 federalsecurities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distributionof this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

ABOUTTHIS PROSPECTUS

Asused in this prospectus, unless the context otherwise requires or otherwise states, references to the “Company,” “we,”“us,” “our,” and similar references refer to Metros Development Co., Ltd., a joint stock corporation with limitedliability organized under the laws of Japan, and its subsidiaries.

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

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

Ourfinancial statements are prepared in accordance with U.S. generally accepted accounting principles (which we refer to as “USGAAP”). Our fiscal year ends on November 30 of each year as does our reporting year. Therefore, any references to 2022 and2021 are references to the fiscal and reporting years ended November 30, 2022 and November 30, 2021, respectively. Our most recent fiscalyear ended on November 30, 2022. See Note 2 in our audited consolidated financial statements as of and for the years ended November 30,2022, and November 30, 2021, included elsewhere in this prospectus for a discussion of the basis of presentation of financial statements.

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

MARKETAND INDUSTRY DATA

Thisprospectus contains references to market data and industry forecasts and projections, which were obtained or derived from publicly availableinformation, reports of governmental agencies, market research reports, and industry publications and surveys. These sources generallystate that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completenessof that information is not guaranteed. Although we believe such information to be accurate, we have not independently verified the datafrom these sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualificationsand additional uncertainties and risks regarding the other forward-looking statements in this prospectus due to a variety of factors,including those described in the section entitled “Cautionary Note Regarding Forward-Looking Statements” and “RiskFactors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressedin the forecasts and estimates.

TRADEMARKSAND COPYRIGHTS

Thenames and marks of Metros and Metros Development mentioned in this prospectus are not registered as trademarks. We intend to registerthe names and marks of Metros and the potential real estate crowdfunding services as trademarks in Japan. This prospectus may also containtrademarks, service marks, and trade names of other companies that are the property of their respective owners. The use or display oftrademarks, service marks, trade names or services of third parties in this prospectus does not imply, and should not be construed toimply, 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.

RISKFACTORS

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

GeneralRisks Related to our Business

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

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

Publichealth epidemics or outbreaks (such as the novel strain of coronavirus (COVID-19)) could adversely impact our business.

TheCompany’s operations may be affected by the recent and ongoing outbreak of the coronavirus disease 2019 (COVID-19) which in March2020, has been declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain;however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areasthat may be affected include, but are not limited to, disruption to the Company’s ability to make investments through its subsidiaries,negative impact to revenue related to real estate holdings, negative impact on its workforce, unavailability of professional servicesand other resources, disruption to credit markets necessary for success of the Company’s business model, and the decline in valueof assets held by the Company’s subsidiaries.

Thesupply of real estate inventory may become further restricted by purchase/sale staff inability to meet with land or building owners tonegotiate the sale of their properties for redevelopment. Additionally, a moratorium on real estate transactions may be imposed in reactionto the pandemic. These housing market impacts may limit the Company’s ability to acquire or dispose of real estate assets.

Generalemployment in the region may continue to suffer as the pandemic continues. Some local governments have proposed rent or eviction moratoria,or similar programs of rent abatement, in response to the sudden upturn in unemployment. Any of these factors could cause a future declinein the market rate for residential rentals negatively impacting the Company’s income and cash flow from its real estate holdings.

Employeescould be medically or mentally affected by the pandemic and may be required to continue to work remotely, particularly given the potentialfor complete or partial lockdown. This situation could cause of reduction in productivity or the inability to complete critical tasksfor the Company.

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

Anon-U.S. corporation, such as our Company, is classified as a PFIC for any taxable year in which, after applying relevant look-throughrules 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 commoditiestransactions. In determining the value and composition of our assets, the cash we raise in this offering will generally be consideredto be held for the production of passive income and thus will be considered a passive asset.

Thedetermination of whether a corporation is a PFIC for a taxable year depends, in part, on the application of complex U.S. federal incometax rules that are subject to differing interpretations. In addition, the determination of whether a corporation will be a PFIC for anytaxable year can only be made after the close of such taxable year. Our PFIC status will depend, in part, on the amount of cash thatwe raise in this offering and how quickly we utilize the cash in our business. Furthermore, because we may value our goodwill based onthe 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 classifiedas 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 currenttaxable year or any future taxable year. We believe we were not a PFIC in prior taxable year 2022 because less than 75% of our grossincome was passive income and less than 50% of the average value of our assets consisted of assets that would produce passive incomein 2022.

Ifwe are a PFIC for any taxable year during which a U.S. holder (as defined below) owns common shares, certain adverse U.S. federal incometax consequences could apply to such U.S. holder. See “Certain Tax Considerations — Certain U.S. Federal Income Tax Considerationsfor 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 PFICrules are complex, and each U.S. holder should consult its own tax advisor regarding the PFIC rules, the elections which may be availableto it, and how the PFIC rules may affect the U.S. federal income tax consequences relating to the ownership and disposition of our commonshares.

Itmay not be possible for investors to effect service of process within the United States upon most our directors, corporate auditors andexecutive officers, or to enforce against us or those persons judgments obtained in U.S. courts predicated upon the civil liability provisionsof the federal securities laws of the United States.

Weare a joint stock corporation organized under Japanese law. Most of our directors, corporate auditors and executive officers reside inJapan, and significantly all of our assets and the assets of such persons are located outside of the United States. As a result, it maynot be possible for investors to effect service of process within the United States upon these persons or us, or to enforce against themor us judgments obtained in U.S. courts, whether or not predicated upon the civil liability provisions of the federal securities lawsof the United States or of the securities laws of any state of the United States. There is doubt as to the enforceability in Japan, eitherin original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated solely on the federalsecurities laws of the United States or the securities laws of any state of the United States. A Japanese court may refuse to apply provisionsof U.S. securities laws in original actions, or to enforce judgments of U.S. courts that are based on such provisions, if it considerssuch provisions to be contrary to the public policy of Japan. The United States and Japan do not currently have a treaty providing forreciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters, and a Japanese courtmay deem that there is not sufficient basis for the reciprocity on the enforcement of judgments. Therefore, if you obtain a civil judgmentby a U.S. court, you may not be able to enforce it in Japan.

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

Ourarticles of incorporation and the Companies Act of Japan (which we refer to as the “Companies Act”) govern our corporateaffairs. 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 companyincorporated 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 rightsor our outstanding shares are entitled to examine our accounting books and records. Furthermore, there is a degree of uncertainty asto what duties the directors of a Japanese joint stock corporation may have in response to an unsolicited takeover bid, and such uncertaintymay be more pronounced than that in other jurisdictions.

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

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

Wecannot 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 volatilityof currency exchange rates. We do not take any actions to manage our foreign currency exposure, such as entering into hedging transactions.

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

Ourstatus as a foreign private issuer exempts us from compliance with certain SEC laws and regulations and certain regulations of The NasdaqCapital Market (which we refer to as “Nasdaq”), including certain governance requirements such as independent director oversightof the nomination of directors and executive compensation. Further, consistent with corporate governance practices in Japan, we do nothave a standalone compensation committee or nomination and corporate governance committee under our board. In addition, we are not requiredunder the Exchange Act to file current reports and financial statements with the U.S. Securities and Exchange Commission (which we referto as the “SEC”) as frequently or as promptly as U.S. domestic companies whose securities are registered under the ExchangeAct and we are generally exempt from filing quarterly reports with the SEC. Also, we are not required to provide the same executive compensationdisclosures regarding the annual compensation of our five most highly compensated senior executives on an individual basis as are requiredof U.S. domestic issuers. As a foreign private issuer, we are permitted to disclose executive compensation on an aggregate basis andneed 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 andaccommodations will reduce the frequency and scope of information and protections to which you are entitled as an investor. For a detaileddescription of our home country corporate governance practices see “Management - Corporate Governance Practices” onpage 62 of this prospectus.

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

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

Inaddition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition periodprovided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerginggrowth 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 thereforenot be comparable to those of companies that comply with such new or revised accounting standards.

Wewill remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscalyear 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-affiliatesexceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we haveissued more than $1 billion in non-convertible debt during the preceding three year period.

Untilsuch 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 theprice of our securities may be more volatile.

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

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

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

Ourindependent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financialreporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from ourpeer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectivenessof their internal controls over financial reporting and we are not. While our management will be required to attest to internal controlover financial reporting and we will be required to detail changes to our internal controls in our annual reports on Form 20-F (commencingwith the filing for the year ended 2024), we cannot provide assurance that the independent registered public accounting firm’sreview process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find one or morematerial weaknesses or significant deficiencies. Further, once we cease to be an emerging growth company (as described below), we willbe subject to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financialreporting. Even if management finds such controls to be effective, our independent registered public accounting firm may decline to attestto the effectiveness of such internal controls and issue a qualified report.

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

Uponbecoming 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 maintenanceof effective disclosure and financial controls. Our management and other personnel will need to devote a substantial amount of time tothese compliance initiatives. Moreover, these rules and regulations have increased and will continue to increase our legal and financialcompliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulationsmay make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which couldmake it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amountof additional costs we will incur as a public company or the timing of such costs.

TheSarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosurecontrols and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financialreporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section404 of the Sarbanes-Oxley Act. In addition, we will be required to have our independent registered public accounting firm attest to theeffectiveness of our internal control over financial reporting the later of our second annual report on Form 20-F or the first annualreport 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-OxleyAct will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have aninternal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience andtechnical accounting knowledge. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or ourindependent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemedto be material weaknesses, the value of our securities could decline and we could be subject to sanctions or investigations by the SECor other regulatory authorities, which would require additional financial and management resources.

Ourability to successfully implement our business plan and comply with Section 404 requires us to be able to prepare timely and accuratefinancial 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, newor enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal controlover financial reporting is effective and to obtain an unqualified report on internal controls from our auditors as required under Section404 of the Sarbanes-Oxley Act. This, in turn, could have an adverse impact on the value of our securities, and could adversely affectour ability to access the capital markets.

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

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

RisksRelated to Our Real Estate Business

Wemay be incorrect in our determination of whether a certain property may be redeveloped, which could cause us to be unable to resell suchproperty without incurring a loss.

Weare a real estate consulting company that identifies what we believe to be underdeveloped real estate properties which may be redevelopedand purchase and then re-sell such properties to real estate developers for redevelopment. When identifying a property that we believemay be redeveloped we look for certain factors, for example, if a real estate property is located in an upscale residential area, butthe property, whether it be a building or land, is being used for low-value single-family homes, low-rise buildings or is at the momentjust a plot of land, we do not believe that this is the most effective use of the land. However, we may be incorrect in our determinationof whether a certain property may be redeveloped, and if we proceed with purchasing such property, we may be unable to resell it to adeveloper for redevelopment at a higher price than which we paid for it, which would cause us to incur a loss on such property.

Wemay not be able to attract and retain a sufficient number of purchase/sales personnel needed to maintain and grow our business.

Thebusiness we conduct is greatly dependent on the number of purchasing/sales personnel that we can attract and retain. In our core business,we plan to increase the number of purchase/sales personnel, mainly in Tokyo, Osaka, and Nagoya, in order to increase the number of approachesto landowners, which we believe will lead to an increase in the number of purchase contracts and settlements, thereby further expandingsales and increasing our revenues. In addition, it is imperative to train and secure personnel who have expertise in purchasing operationsand who are trusted by landowners, an accordingly we plan to train personnel who we believe can support the medium-to long-term growthof the Company and strengthen young and mid-career personnel. However, if we are unable to attract and retain a sufficient number ofpurchase/sales personnel needed to maintain and grow our business, it would have an adverse effect on our business operations as wellas our ability to grow our business.

Theilliquidity of real estate properties could significantly impede our ability to resell properties that we purchase.

Oncewe identify an underdeveloped property, we negotiate diligently with the landowner to purchase that property. As a result of these negotiations,we purchase and then sell the high-value land collectively to the developer for redevelopment. Real estate properties may be relativelyilliquid. As a result, we may not be able to sell a property or facilitate the sale of a property quickly or on favorable terms in responseto changing economic, financial and investment conditions when it otherwise may be prudent to do so. Deteriorating conditions in theJapanese economy and credit markets may make it difficult to sell properties or facilitate the sale of properties at attractive prices.We cannot predict whether we will be able to sell or facilitate the sale of any property for the price or on the terms set by us or whetherany price or other terms offered by a prospective purchaser would be acceptable to us or an identified seller. We also cannot predictthe length of time needed to find a willing purchaser and to close the sale of a property. We may be required to expend funds to correctdefects before a property can be sold, and we cannot provide any assurances that we will have funds available to correct such defects.Our inability to dispose of properties or facilitate the sale of properties at opportune times or on favorable terms could adverselyaffect our cash flows and results of operations.

Wemay not make a profit if we sell a property.

Theprices that we can obtain when we sell a property will depend on many factors that are presently unknown, including, among other things,the economy, demographic trends in the area, tax treatment of real estate investments, and available financing to purchasers. There isa risk that we will not realize any significant profit on any specific property when we sell it.

Aproperty that we purchase may turn out to be subject to litigation or liens that we failed to identify prior to our purchase or becomesubject to litigation or liens after our purchase, which would cause us to suffer a loss.

Aproperty that we purchase may turn out to be subject to litigation or liens that we failed to identify prior to our purchase or becomesubject to litigation or liens after our purchase. If this occurs, we would have to expend our own funds in order to remove such liensor contest or settle such litigation, and we may not have such funds available to us at that time. Additionally, we may not be able tosell that property at a price higher than what we paid for it, or at all, which would cause us to suffer a loss.

Aproperty that we purchase may turn out to have structural or other issues that we failed to identify prior to our purchase or may becomesubject to damage due to factors outside of our control, which would cause us to suffer a loss.

Aproperty that we purchase may turn out to have structural or other issues that we failed to identify prior to our purchase. If we donot identify such issues until after we have already purchased the property, we would have to expend our own funds in order to correctsuch structural issues, and we may not have sufficient funds available at that time. Additionally, we may not be able to resell thatproperty to a purchasing developer. Accordingly, we may not be able to sell that property at a price higher than what we paid for it,or at all, which would cause us to suffer a loss. Additionally, if a property that we purchase become subject to damage due to factorsoutside of our controls, such as fires, flooding, weather related damage such as wind damage, or damage due to vandalism, we may notbe able to sell such property at a price higher than which we paid for it, or at all, which would cause us to suffer a loss.

Amaterial amount of our revenues may be concentrated in one or more large purchasers. If we lose or experience a significant reductionin sales to such key purchasers, our revenues may decrease substantially and our results of operations and financial condition may beharmed.

Ahigh concentration of our revenue comes from the sale of real estate to certain large developers purchasing real estate from us. Accordingly,in each year there may be a small number of developers who purchase from us from whom we generate our revenue. These developers may notbe repeat purchasers and in each year it may be a different single purchaser or small number of purchasers from which we generate a largepercentage of our revenues. We rely on these purchasers and there is a risk that these purchasers may be unable to make payment undertheir obligations to us, thereby affecting our revenues.

In2021, we sold various real properties to Louis Corporation, a real estate developer, which accounted for 14.37% of our total revenuesin 2021. The contracts were separate sales contracts for each of the properties. The purchase price for each property was paid in a lumpsum at the time of delivery of each property.

In2022, we sold various real properties to Kashiwabara Ground, a real estate developer, which accounted for 11.99% of our total revenuesin 2022. The contracts were separate sales contracts for each of the real properties. The purchase price for each property was paid ina lump sum at the time of delivery of each property.

Anypayment issues encountered by these large purchasers would likely harm our financial condition and results of operations.

Weintend to have significant operations in certain geographic areas, which will subject us to an increased risk of loss of revenue or decreasesin the market value of properties we purchase or identify in these regions from factors which may affect any of these regions.

Weanticipate that our operations and real properties we purchase will be concentrated in Tokyo, Osaka, and Nagoya. Some or all of theseregions could be affected by:

Dueto our business and real properties that we purchased being concentrated in these areas, negative factors affecting one or a number ofthese geographic regions at the same time could result in decreased market value of properties we purchase or identify negatively affectingour results of operations. To the extent that regions in which our business is concentrated are impacted by an adverse event, we couldbe disproportionately affected compared to companies whose operations are less geographically concentrated.

Lotsthat we purchase may become subject to damage due to factors outside of our control, which would cause us to suffer a loss.

Aspart of our business, we purchase small adjacent individual lots in bulk and sell them to developers as large lots that can be developedby them on a large scale. If such lots that we purchase become subject to damage due to factors outside of our controls, such as fires,flooding, weather related damage such as wind damage, or damage due to vandalism, we may not be able to sell such lots at a price higherthan which we paid for them, or at all, which would cause us to suffer a loss.

Werely on our ability and the ability of our purchasing developers to obtain needed financing from financial institutions.

Whenpurchasing properties to date, we had only two options: using our own funds or borrowing funds from financial institutions. As a result,the amount of cash on hand and the amount available for borrowing from financial institutions have been limiting factors for the Company’sgrowth. Additionally, our purchasing developers also rely on either their own funds or borrowing funds from financial institutions inorder to make property purchases, and for funds to redevelop such properties. Accordingly, each of the Company and our purchasing developersrely on borrowing funds from financial institutions in order to make property purchases, and for our purchasing developers, for fundsto redevelop such properties. Accordingly, a portion of our business is dependent on us, as well as purchasing developers being ableto obtain loans from financial institutions. Therefore, in the event that a financial institution is unable to provide financing eitherto us or a purchasing developer as needed, our business performance would be adversely affected. Additionally, if either the Companyor our purchasing developers are unable to obtain needed financing in order to purchase property, it would have a negative effect onthe Company’s ability to maintain and grow our business.

Ifproperties are not available at competitive prices, our sales and results of operations could be adversely affected.

Ourlong-term profitability depends in large part on the price at which we are able to purchase or identify underdeveloped properties forwhich we facilitate the sale and purchase of the property between the owner and the developer. Increases in the price (or decreases inthe availability) of suitable properties could adversely affect our profitability. Moreover, changes in the general availability of desirableunderdeveloped properties, competition for available properties, limited availability of financing to acquire such properties, zoningregulations that limit housing density, environmental requirements and other market conditions may hurt our ability to identify and obtain,either for purchase or for the facilitation of a purchase, at prices that will allow us to be profitable. If the supply properties thatare appropriate for development become more limited because of these factors, or for any other reason, the cost of such properties couldadversely affect our results of operations and financial condition.

Adownturn in the real estate market or changes in industry trends would negatively impact our business.

Thereal estate industry is susceptible to economic trends, policy interest rate trends, land price trends,real estate sales price trends, real estate taxation, etc. Therefore, a downturn in the real estate market, a significant increase ininterest rates, or other changes in the situation could affect the Company’s performance. In addition, since our Company adoptsa style of purchase/sales in which we visit landowners one by one and negotiate with them, our purchase/sales may be restricted by theeffects of the continued coronavirus pandemic or other similar pandemics.

Competitionfor properties may result in fewer opportunities for us to either purchase properties or increase prices for properties, which may impedeour growth and materially and adversely affect us.

Ourgrowth depends in part on our ability to identify underdeveloped properties that may be redeveloped, and we may not be successful inidentifying such properties or purchasing such properties on favorable terms, if at all. In addition, we can provide no assurances regardingthe availability of, or our ability to source and close real estate deals. Failure to identify or purchase properties on favorable terms,or at all, would impede our growth and materially and adversely affect us.

Theconsideration paid for properties that we purchase may exceed fair market value, which may harm our financial condition and operatingresults.

Theconsideration that we pay for a property will be based upon numerous factors, and the target property may be purchased in a negotiatedtransaction rather than through a competitive bidding process. We cannot assure anyone that the purchase price that we pay for a propertyor its appraised value will be a fair price. As a result, a property we purchase may not be able to be sold at a profit, which may substantiallyharm our operating results and financial condition.

Inflationmay adversely affect us by increasing costs beyond what we can recover through price increases.

Inflationcan adversely affect us by increasing the costs of property such that we will not be able to afford to purchase properties. In addition,significant inflation is often accompanied by higher interest rates, which have a negative impact on demand for properties that we attemptto purchase and sell.

Wemay incur significant costs in seeking purchasers for the properties that we purchase.

Inorder to identify potential purchasers for our properties, we will have to use funds to conduct the necessary research, make connectionsin the industry and market our properties to potential purchasers. The cost of these activities may be significant and in turn may reducethe profit we are able to realize upon the sale of any of our properties.

Wewill compete with numerous other persons and entities for properties that we seek to purchase.

Wewill be subject to significant competition when we are attempting to purchase properties. We will compete with many third parties engagedin similar business activities. Many of our competitors may have substantially greater financial and other resources than we have andmay have substantially more operating experience than us. They may also enjoy significant competitive advantages that result from, amongother things, a lower cost of capital. There is no assurance that we will be able to acquire or facilitate the purchase of propertieson favorable terms, if at all. These factors could adversely affect our results of operations and financial condition.

Weface risks associated with property purchases.

Weintend to purchase properties and our business activities and their success are subject to the following risks:

Environmental contamination on properties that we own or have sold could adversely affect our results of operations.

InJapan, under the Soil Contamination Countermeasures Act of Japan (Act No. 53 of 2002, as amended), or theSoil Contamination Countermeasures Act, if a local governor finds that the level of soil pollution in a given area ofland due to hazardous or toxic substances exceeds the standards prescribed by the Ministry of the Environment of Japan and that areaof land is polluted to such an extent that it has caused or may cause harm to human health, the governor must designate the area ofland as a polluted area and the governor may order the current owner of such land to remove or remediate hazardous or toxicsubstances on or under the land in accordance with a plan for removal and remediation, in principle, whether or not the currentowner knew of, or was responsible for, the presence of such hazardous or toxic substances. The environmental surveys that wegenerally conduct in connection with our properties to discover hazardous or toxic substances in the soil, groundwater, andbuildings, may be inadequate to fully uncover the types of problems they are intended to identify, which are often difficult orimpossible to detect without special expertise and equipment. The presence of hazardous or toxic substances on our properties, orour failure to properly remediate any such contamination, may adversely affect our ability to sell our propertiesor borrow using the affected properties as collateral. If hazardous or toxic substances are discovered on any of our properties, theaffected properties could fall in value and we may be required to incur substantialunforeseen costs to remediate the underlying hazard and discharge the related environmental liabilities. Furthermore, if actual harmto human health results from the presence of hazardous or toxic substances on our properties, we may incur significant damages,regulatory sanctions, or damage to our brand and reputation. The realization of any of such risks related to environmentalcontamination could have a material adverse effect on our business, financial condition, and results of operations.

Wemay incur losses due to defects relating to our properties.

Wemay be liable for unforeseen losses, damages, or injuries suffered by third parties at properties that we own or sell as a result of defects in such properties. In Japan, pursuant to the Civil Code of Japan (Act No. 89 of 1896, as amended), or the CivilCode, the owner of a structure or property attached to land is strictly liable to a third party who suffers damages due to defects insuch structure or property. Our business, financial condition, or results of operations could be adversely affected as a result of ourincurring any such liability. We may also incur significant costs to remedy construction defects in properties that we own or sell under warranty.

RisksRelated to the Prospective Crowdfunding Platform

Theprospective crowdfunding platform may not operate as we anticipate.

Whenwe purchase properties, we only have two options: using our own funds or borrowing from financial institutions. As a result, the amountof cash on hand and the amount available for borrowing from financial institutions have been limiting factors for the Company’sgrowth. In order to reduce or eliminate the impact of the above limiting factors and achieve further growth, we anticipate using a portionof the net proceeds of this offering to fund the development of a real estate crowdfunding platform in order to raise funds to purchaseproperties, thereby creating an additional source of funds. We believe that diversifying our funding sources through real estate crowdfundingwill contribute to further growth as we can leverage the funds to maximum sales.

Inaddition, we anticipate potential sponsors of real estate opportunities will come directly to the prospective crowdfunding platform toseek financing for their projects. We anticipate that sponsors of real estate opportunities will continue to seek financing for theirprojects through the prospective crowdfunding platform. If the asset management platforms experience technical challenges resulting insponsors not continuing to seek financing through the prospective crowdfunding platform, we may need to implement more manpower-intensivestrategies to source investments, which could lead to an increase in expenses and a corresponding decrease in the value of our commonshares.

Ifthe security of our investors’ confidential information stored on the prospective crowdfunding platform is breached or otherwisesubjected to unauthorized access, their secure information may be stolen.

Theprospective crowdfunding platform may store investors’ bank information and other personally-identifiable sensitive data. The prospectivecrowdfunding platform will be hosted in data centers that are compliant with payment card industry security standards and the websitewill use daily security monitoring services. However, any accidental or willful security breach or other unauthorized access could causeinvestors’ secure information to be stolen and used for criminal purposes, and investors would be subject to increased risk offraud or identity theft. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generallyare not recognized until they are launched against a target, the prospective crowdfunding platform and its third party hosting facilitiesmay be unable to anticipate these techniques or to implement adequate preventative measures. In addition, many prefectures have enactedlaws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regardinga security breach are costly to implement and often lead to widespread negative publicity, which may cause our prospective investorsand real estate companies to lose confidence in the effectiveness of our data security measures. Any security breach, whether actualor perceived, would harm our reputation, could result in a loss of investors, and the value of your investment in us could be adverselyaffected.

Anysignificant disruption in service on the prospective crowdfunding platform or in its computer or communications systems could reducetheir attractiveness and result in a loss of users.

Ifa catastrophic event resulted in the prospective crowdfunding platform outage and physical data loss, the prospective crowdfunding platform’sability to perform its obligations would be materially and adversely affected. The satisfactory performance, reliability, and availabilityof our prospective technology and our underlying hosting services infrastructure will be critical to our operations, level of customerservice, reputation and ability to attract new users and retain existing users. Our hosting services infrastructure will be providedby a third party hosting provider (the “Hosting Provider”). We also anticipate maintaining a backup system at a separatelocation that is owned and operated by a third party. There is no guarantee that access to the prospective crowdfunding platform willbe uninterrupted, error-free or secure. Our prospective crowdfunding platform operations will depend on the Hosting Provider’sability to protect its and our systems in its facilities against damage or interruption from natural disasters, power or telecommunicationsfailures, air quality, temperature, humidity and other environmental concerns, computer viruses or other attempts to harm our systems,criminal acts and similar events. If our arrangement with the Hosting Provider is terminated, or there is a lapse of service or damageto its facilities, the prospective crowdfunding platform could experience interruptions in their service as well as delays and additionalexpense in arranging new facilities. Any interruptions or delays in our service, whether as a result of an error by the Hosting Provideror other third party error, our own error, natural disasters or security breaches, whether accidental or willful, could harm our abilityto perform any services for corresponding project investments or maintain accurate accounts, and could harm our relationships with ourprospective users and our reputation. Additionally, in the event of damage or interruption, our insurance policies may not adequatelycompensate us for any losses that we may incur. Our disaster recovery plan has not been tested under actual disaster conditions, andit may not have sufficient capacity to recover all data and services in the event of an outage at a facility operated by the HostingProvider. Any of these factors could prevent us from processing or posting payments on the corresponding investments, damage us and ourbrand and reputation, divert our employees’ attention, and cause users to abandon the prospective crowdfunding platform.

Inappropriatebusiness behavior of entrepreneurs raising funds via our prospective crowdfunding platform could result in reputational or financialdamage to our business.

Byproviding a real estate crowdfunding platform in the future for matching investors and entrepreneurs, there is a possibility that inappropriatebusiness behavior exhibited by any of the entrepreneurs who are raising capital through our real estate crowdfunding platform could resultin reputational or financial damages to us. We anticipate enforcing a thorough due diligence process for all companies raising fundsvia our prospective platform and we anticipate requiring participating entrepreneurs to sign legally binding terms of use releasing usfrom any responsibility for entrepreneur impropriety or misdeed. Nevertheless, the prospective clients of the crowdfunding platform mightregard us as being responsible for any inappropriate behavior of the entrepreneur and this could result in reputation damage to us thatcould impact our future revenues.

Ourprospective crowdfunding platform will operate on an online distribution model and will, therefore, be subject to internet cyber risk.

Ourprospective online crowdfunding distribution model could be subject to cyber-attacks aiming to breach our security protocols. We anticipatetaking reasonable and commercial precautions to make our online crowdfunding system as secure as possible, including but not limitedto daily back-ups, banking grade hosting solutions, divisions between systems to ensure, for example, that our banking backend cannotbe reached via our online distribution network, and continuous monitoring of the systems as well as sequential system checks. However,we cannot fully exclude the possibility of cyber-attacks, third party breaches, software bugs or other forms of internet malfeasance.If any of these events occur, our reputation could be negatively impacted and our future revenues could suffer as a result.

Increasingcompetition within the emerging real estate crowd funding industry could have an impact on our business prospects.

Thecrowdfunding market is an emerging industry where new competitors are entering the market frequently. These competing companies may havesignificantly greater financial and other resources than we will have and may have been developing their products and services longerthan we have been developing ours. Increasing competition may have a negative impact on our profit margins.

RisksRelated to Our Indebtedness

Ourlevel of indebtedness could materially and adversely affect our business, financial condition and results of operations.

Thetotal debt outstanding as of May 31, 2023 was approximately $83,614,531 on a consolidated basis. Our indebtedness could have significanteffects on our business, such as:

Inaddition, we may not be able to generate sufficient cash flow from our operations to repay our indebtedness when it becomes due and tomeet our other cash needs. If we are not able to pay our debts as they become due, we will be required to pursue one or more alternativestrategies, such as selling assets, refinancing or restructuring our indebtedness or selling additional debt or equity securities. Wemay not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and ifwe must sell our assets, it may negatively affect our ability to generate revenues.

Ouroutstanding debt agreements may limit our flexibility in operating and expanding our business.

Asof May 31, 2023, we had a total of 49 loans and one bond with 17 Japanese financial institutions and a related party for an aggregateprincipal amount of $83,614,531 on a consolidated basis. None of the loan agreements contain any material financial covenants, althoughcertain of the government-sponsored loans set a limit on the total loan amount we may borrow from other government-sponsored lenders.However, 28 of the loan agreements have our Chief Executive Officer as a personal guarantor of such debt obligations of our Company.If we release our Chief Executive Officer from such a guarantor burden, the lenders may request us to provide them with alternative collateraland/or seek additional negative covenants on the existing loan agreements. This could limit our discretion to invest, utilize, and/ordispose of our assets for business.

Furthermore,the potential restrictive covenants to be contained in our existing and future loan agreements may restrict our access to future debtfinancing, on which our business operations and expansion plans, in part, depend. If our revenues decrease materially or we experiencea significant increase in our interest expenses, we may not have enough available cash or be able to raise additional funds on satisfactoryterms, if at all, through equity or debt financings to make any required prepayment or repay such indebtedness at the time any such eventof default occurs. In such an event, we may be required to delay, limit, reduce or terminate our business development or expansion efforts.Our business, financial condition and results of operations could be materially adversely affected as a result.

RisksRelated to Financing

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

Wemay obtain lines of credit and long-term financing that may be secured by our assets. As with any liability, there is a risk that wemay be unable to repay our obligations from the cash flow of our assets. Therefore, when borrowing and securing such borrowings withour assets, we risk losing such assets in the event we are unable to repay such obligations or meet such demands.

Wehave broad authority to incur debt.

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

RisksRelated to our Corporate Structure

Investorswill not receive the benefit of the regulations provided to real estate investment trusts or investment companies.

Weare not a real estate investment trust and enjoy a broader range of permissible activities. Under the Investment Company Act of 1940,an “investment company” is defined as an issuer which is or holds itself out as being engaged primarily, or proposes to engageprimarily, in the business of investing, reinvesting, or trading in securities; is engaged or proposes to engage in the business of issuingface-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or isengaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposesto acquire investment securities having a value exceeding 40 percent of the value of such issuer’s total assets (exclusive of Governmentsecurities and cash items) on an unconsolidated basis.

Weintend to operate in such manner as not to be classified as an “investment company” within the meaning of the InvestmentCompany Act of 1940 as we intend on only buying and selling real estate. The investment practices and policies of ours are not supervisedor regulated by any federal or state authority. As a result, investors will be exposed to certain risks that would not be present ifwe were subjected to a more restrictive regulatory situation.

Ifwe are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities maybe restricted.

Ifwe are ever deemed to be an investment company under the Investment Company Act of 1940, we may be subject to certain restrictions including:

Theexemption from the Investment Company Act of 1940 may restrict our operating flexibility. Failure to maintain this exemption may adverselyaffect our profitability.

Wedo not believe that at any time we will be deemed an “investment company” under the Investment Company Act of 1940 as wedo not intend on trading or selling securities. Rather, we intend to only buy and sell real estate. However, if at any time we may bedeemed an “investment company,” we believe we will be afforded an exemption under Section 3(c)(5)(C) of the Investment CompanyAct of 1940, as amended (referred to in this Offering as the “1940 Act”). Section 3(c)(5)(C) of the 1940 Act excludes fromregulation as an “investment company” any entity that is primarily engaged in the business of purchasing or otherwise acquiring“mortgages and other liens on and interests in real estate”. To qualify for this exemption, we must ensure our asset compositionmeets certain criteria. Generally, 55% of our assets must consist of qualifying mortgages and other liens on and interests in real estateand the remaining 45% must consist of other qualifying real estate-type interests. Maintaining this exemption may adversely impact ourability to acquire or hold investments, to engage in future business activities that we believe could be profitable, or could requireus to dispose of investments that we might prefer to retain. If we are required to register as an “investment company” underthe 1940 Act, then the additional expenses and operational requirements associated with such registration may materially and adverselyimpact our financial condition and results of operations in future periods.

RisksRelated to Insurance

Wemay suffer losses that are not covered by insurance.

Certainweather and environmental events, such as fire, lightning, bursts and explosions, wind, hail, snow, and water damage, can cause damageto real estate. Fire insurance policies can be acquired to prepare for such events. In addition, earthquake insurance can be purchasedalong with fire insurance. Even in the event of an unprecedented disaster such as the Great East Japan Earthquake, earthquake insuranceis a highly public insurance policy operated under the Earthquake Insurance Law, which by law as of 31 December 2022 guarantees insurancepayments of up to ¥12 trillion ($91 billion) per earthquake. However, not all perils are covered by insurance, as some are subjectto insurance exclusions. For example, earthquake insurance does not pay out if there is no damage to the building itself, but only togates, fences, or hedges, nor does it pay out for damage caused by war, civil war, or other similar events or riots. Damage caused byland subsidence, uplift, movement, or vibration. will also not be paid.

Inthe event of a significant loss, insurance coverage may be insufficient to pay the full market value or general reacquisition cost ofthe underlying property. Factors such as inflation, changes in building codes and ordinances, and environmental considerations may makeit impossible to replace the underlying property with insurance proceeds if the underlying property is damaged or destroyed. Under thesecircumstances, the insurance proceeds received may be insufficient to restore the property.

RisksRelated to this Offering and Ownership of the Common Shares

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

Priorto this offering, there has been no public market for our common shares. As a condition to consummating this offering, our common sharesoffered in this prospectus must be listed on Nasdaq. Accordingly, in connection with the filing of the registration statement of whichthis prospectus forms a part, we have applied to list our common shares on Nasdaq under the symbol “MTRS.” Assuming thatour common shares are listed, after the consummation of this offering there can be no assurance any broker will be interested in tradingour common shares. Therefore, it may be difficult to sell your common shares if you desire or need to sell them. Our underwriters arenot obligated to make a market in our common shares, and even if it makes a market, it can discontinue market making at any time withoutnotice. Neither we nor the underwriters can provide any assurance that an active and liquid trading market in our common shares willdevelop or, if developed, that such market will continue.

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

Theprice of our common shares could be subject to rapid and substantial volatility.

Therehave been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initialpublic offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relativelysmall public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquiditythan large-capitalization companies. In particular, our common shares may be subject to rapid and substantial price volatility, low volumesof trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expectedoperating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changingvalue of the common shares.

Inaddition, if the trading volumes of the common shares are low, persons buying or selling in relatively small quantities may easily influenceprices of the common shares. This low volume of trades could also cause the price of the common shares to fluctuate greatly, with largepercentage changes in price occurring in any trading day session. Holders of the common shares may also not be able to readily liquidatetheir investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economicand political conditions may also adversely affect the market price of the common shares. As a result of this volatility, investors mayexperience losses on their investment in the common shares. A decline in the market price of the common shares also could adversely affectour ability to sell additional common shares or other securities and our ability to obtain additional financing in the future. No assurancecan be given that an active market in the common shares will develop or be sustained. If an active market does not develop, holders ofthe 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.

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

Theprice of the common shares may fluctuate substantially.

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

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

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

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

Thetrading market for the common shares depends in part on the research and reports that securities or industry analysts publish about usor 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 couldcause the price of the common shares or trading volume to decline.

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

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

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

The“controlled company” exception to Nasdaq rules provides that a company of which more than 50% of the voting power is heldby an individual, group or another company, a “controlled company,” need not comply with certain requirements of Nasdaq corporategovernance rules. As of the date of this prospectus, Mr. Yoshihiro Koshiba, our Chief Executive Officer and a director, beneficiallyowned an aggregate of 35,000,000 common shares, which represents 71.43% of the voting power of our outstanding common shares. Followingthis offering, Mr. Koshiba will control approximately ____% of the voting power of our outstanding common shares if all the common sharesbeing offered are sold. If we obtain listing on Nasdaq, we will be a “controlled company” within the meaning of the corporategovernance rules of Nasdaq. Controlled companies are exempt from Nasdaq’s corporate governance rules requiring that listed companieshave (i) a majority of the board of directors consist of “independent” directors under the listing standards of Nasdaq, (ii)a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporate governancecommittee charter meeting the requirements of Nasdaq, and (iii) a compensation committee composed entirely of independent directors anda written compensation committee charter meeting the requirements of Nasdaq. We currently utilize and presently intend to continue toutilize these exemptions. As a result, we may not have a majority of independent directors and we may not have a nomination and corporategovernance committee and compensation committees. Accordingly, you may not have the same protections afforded to shareholders of companiesthat are subject to all of the corporate governance requirements of Nasdaq. See “Management—Foreign Private Issuer Statusand Controlled Company Exemption”.

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

Followingthe completion of this Offering, management will control approximately ______% of the voting power of our outstanding common shares ifall the common shares being offered are sold. As a result, management will have majority voting power over all matters requiring shareholdervotes, including: the election of directors; mergers, consolidations and acquisitions; the sale of all or substantially all of our assetsand other decisions affecting our capital structure; amendments to our certificate of incorporation or our bylaws; and our winding upand dissolution.

Thisconcentration of voting power may delay, deter or prevent acts that would be favored by our other shareholders. The interests of managementmay not always coincide with our interests or the interests of our other shareholders. This concentration of voting power may also havethe effect of delaying, preventing or deterring a change in control of us. Also, management may seek to cause us to take courses of actionthat, in their judgment, could enhance their investment in us, but which might involve risks to our other shareholders or adversely affectus or our other shareholders, including investors in this offering. As a result, the market price of our common shares could declineor 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 disadvantagesin owning shares in a company with significant shareholders. See “Executive Compensation” and “Descriptionof Share Capital.”

Ourcommon shares may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classifiedas “penny stock.”

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

Legalremedies 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 securitieslaws, 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 firmsthat committed the fraud for damages.

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

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

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

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

Ifyou purchase common shares in this offering, you will experience immediate dilution of $_______ per common share in the net tangiblebook value of your common shares after giving effect to this offering at an assumed public offering price of $_______ per common sharebecause the price that you pay will be substantially greater than the net tangible book value per common share that you acquire. Fora further description of the dilution that you will experience immediately after this offering, see the section of this prospectus titled“Dilution.”

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

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

Inaddition, 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 operatingperformance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not bepredictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceiveto 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 abilityto obtain additional financing in the future.

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

Thepayment of future dividends on our common shares, if any, must be approved by our common shareholders at the annual meeting ofthe shareholders, or our board of directors only once during a business year, and will depend on, among other things, our results ofoperations, cash requirements and surplus, financial condition, contractual restrictions and other factors that our common shareholdersmay 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 shareswill depend upon any future appreciation in its value. Moreover, any ability to pay may be restricted by the terms of any future creditagreement or any future debt or preferred equity securities of us or our subsidiaries. Consequently, investors may need to sell all orpart of their holdings of our common shares after price appreciation, which may never occur, as the only way to realize any future gainson their investment. There is no guarantee that the common shares will appreciate in value or even maintain the price at which our shareholdershave purchased the common shares.

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

Salesof a substantial number of our common shares in the public market in the future or the perception that these sales might occur, coulddepress the market price of the common shares and could impair our ability to raise capital through the sale of additional equity securitiesfrom 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.

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

Atthe time of this filing, we had 735,000 common shares issuable upon exercise of outstanding stock acquisition rights at a weighted averageexercise price of ¥1($0.01) per share. In addition, we had an aggregate of 8,280,000 common shares issuable upon exercise of outstandingstock acquisition rights at a weighted average exercise price of ¥241($1.73) per share. If and when these stock acquisition rightsare 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 commonshares.

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

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

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

RisksRelated to Tax

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

Wehave never been investigated by the tax authority in Japan since we were established in March 2013. In Japan, every 2 to 5 years, thetax authority investigates Japanese companies to check the tax filing and determine whether their tax treatment is appropriate. If thetax authority investigates our tax treatment and determines our tax treatment is not appropriate, or if we and the tax authority havedifferent views on tax treatments, we may have to pay a burden taxation. This may materially and adversely impact our financial conditionand results of operations in future periods.

RisksRelated to Restrictions on Foreign Investment

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

Ifwe develop a new business or plan a merger or acquisition, we have to consider the impact from restrictions of foreign investmentunder the Foreign Exchange and Foreign Trade Act, as amended (the “FEFTA”), in Japan. We have applied to list our commonshares, not American Depository Receipt, on The Nasdaq Capital Market. In this case, an investment in our Company may bedeemed as an inward direct investment as set forth in the FEFTA. When it is applicable, certain acquisitions of sharesin Japan from foreign investors may be subject to prior notification or a post-investment report. Under the FEFTA, when foreign investorsacquire our common shares in a transaction that is considered as an inward direct investment or a specified acquisition, they are requiredto file a notification or report with the Japanese government via the Bank of Japan, subject to limited exemptions. Therefore, ifwe develop a new business or plan a merger or acquisition in the future, we have to consider the impact from restriction offoreign investment in Japan, and if there is any impact due to the application of this regulation, we may have to forego suchnew business or plans, which may materially and adversely impact our financial condition and results of operations in future periods.

USEOF PROCEEDS

We estimate thatwe will receive approximately $___ million in net proceeds from the assumed sale of ___ common shares offered by us inthis offering (or approximately $___ million if the underwriters exercise in full their option to purchase up to ___ additionalcommon shares from us), based on an assumed public offering price of $___ per common share (which is the low-end of the pricerange set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and offeringexpenses of approximately $___ million payable by us if the underwriters do not exercise their over-allotment option (approximately$___ million payable by if the underwriters exercise in full their over-allotment option).

Weintend to use the net proceeds from this offering for working capital and general corporate purposes, which may include developing areal estate crowdfunding platform, marketing the new real estate crowdfunding platform, as well as the development and marketing of newservices.

Wehave no agreements or commitments for particular uses of the net proceeds from this offering, and our management will have discretionin allocating the net proceeds. The amounts and timing of our actual expenditures will depend upon numerous factors, including the progressof 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.

Theestimated percentages of the net amount of proceeds that we intend to use for the following purposes are as follows:

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

Webelieve that our funds and the net proceeds from this offering will be sufficient to continue our businesses and operations as currentlyconducted through 2024; however, changing circumstances may cause us to consume capital significantly faster than we currently anticipate.

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

Theintended use of proceeds in this section takes into account the potential impacts of COVID-19.

DIVIDENDPOLICY

Althoughwe have paid annual dividends to shareholders since 2022 as reflected in the table below, the payment of future dividends on our commonshares, if any, will be approved by our common shareholders at the annual meeting of the shareholders, or our board of directors onlyonce during a business year, and will depend on, among other things, our results of operations, cash requirements and surplus, financialcondition, contractual restrictions and other factors that our common shareholders or our directors may deem relevant, including retainingfuture earnings, if any, for reinvestment in the development and expansion of our business. The agreements into which we may enter inthe future, including indebtedness, may impose limitations on our ability to pay dividends or make other distributions on our capitalstock. Currently, there are no restrictions on payment of dividends under our existing debt agreements. However, Articles 446and 461 of Companies Act in Japan set forth the regulations for restricting dividend payments and companies are required to calculatedistributable amount of dividend accordingly. See “Description of Share Capital—Dividend Rights” for calculatingdistributable amount of dividends. The Companies Act in Japan specifically prohibits dividend payment exceeding the distributable amount.Currently, we believe that we have a sufficient distributable amount based on the calculation in accordance with the provisionof the Companies Act in order to pay future dividends on our common shares. See “Risk Factors—Risks Related to this Offeringand Ownership of the Common Shares—The payment of future dividends on our common shares, if any, will be approved by our commonshareholders at the annual meeting of the shareholders, or our board of directors only once during a business year, and will depend onmany factors on which the common shareholders may determine not to do so.”

Wemay issue dividends upon a resolution of our common shareholders or our board of directors. Although we have paid dividends to shareholdersin the past, the payment of future dividends on our common shares, if any, will be approved by our common shareholders at the annualmeeting of the shareholders, or our board of directors only once during a business year, and will depend on, among other things, ourresults of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that our commonshareholders may deem relevant, including retaining future earnings, if any, for reinvestment in the development and expansion of ourbusiness.

CAPITALIZATION

Thefollowing table sets forth our cash and cash equivalents, debt and capitalization as of May 31, 2023:

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

DILUTION

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

Ourhistorical net tangible book value per common share is determined by dividing our net tangible book value, which is the book value ofour 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 May 31, 2023, the historical net tangible book value of our common shares was $114,553,062,or $2.34 per common share.

Aftergiving effect to the (i) assumed sale by us of ___________ common shares in this offering at an assumed initial public offering priceof $_____ per common share (which is the low-end of the price range set forth on the cover page of this prospectus), and (ii) receiptby us of the net proceeds of this offering, after deduction of the underwriting discounts and commissions and the estimated offeringexpenses payable by us, our pro forma net tangible book value as of May 31, 2023 would have been $______ thousand, or $_____ per commonshare. The pro forma net tangible book value per common share immediately after the offering is calculated by dividing the pro formanet tangible book value of $______ thousand by ________ common shares (which is the pro forma common shares outstanding as of May 31,2023). The difference between the initial public offering price per common share and the pro forma net tangible book value per commonshare represents an immediate increase in net tangible book value of $____ per common share to our existing shareholders, and an immediatedilution in net tangible book value of $______ per common share to purchasers of common shares in this offering.

Thefollowing table illustrates this dilution to purchasers in this offering on a per common share basis (in $):

Thefollowing table summarizes, as of May 31, 2023, on the pro forma basis described above, the differences between the number of commonshares purchased from us, the total consideration paid to us in cash, and the weighted average price per common share that our existingshareholders and the new purchasers in this offering paid. The total consideration below is based on an assumed initial public offeringprice of $_____ per common share (which is the low-end of the price range set forth on the cover page of this prospectus), before deductingthe estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Thetable 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 andsale of ____ common shares at an offering price of $____ per shares, the pro forma net tangible book value per share immediately afterthis offering would be $_____ per share, and the dilution in pro forma net tangible book value per share to purchasers in this offeringwould be $___ per share, in each case assuming an assumed initial public offering price of $____ per share (which is the low-end of theprice range set forth on the cover page of this prospectus), and after deducting the underwriting discounts and commissions and estimatedoffering expenses payable by us.

Basedupon an assumed offer and sale of ________ common shares at an offering price of $_____ per common share (which is the low-end of theprice 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 underlying the common shares held by purchasers in this offering wouldbe increased to ______ common shares, or ___% of the total number of common shares outstanding immediately after this offering, and thepercentage of common shares held by our existing shareholders would be reduced to ___% of the total number of common shares outstandingimmediately after this offering.

Each$1.00 increase (decrease) in the assumed initial public offering price of $____ per common share (which is the midpoint of the pricerange set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering by approximately$_____ million, 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. We may also increase or decrease the number of common shareswe are selling in this offering. An increase (decrease) of 100,000 in the number of common shares offered by us in this offering, asset forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately$_____ million, assuming the assumed initial public offering price of $____ per common share (which is the midpoint of the price rangeset forth on the cover page of this prospectus) remains the same, and after deducting the underwriting discounts and commissions payableby us. Any increase or decrease in the estimated proceeds from the offering is not expected to have a material effect on our operationsgiven the discretion we will have in the application and use thereof.

The foregoing tablesand 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 commonshares from us based upon an assumed public offering price of $____ per share (which is the low-end of the price range set forth on thecover page of this prospectus), (ii) ______ common shares issuable upon exercise of outstanding options at a weighted averageexercise price of $____ per share, (iii) the number of common shares underlying 735,000 stock acquisition rights (with an exercise priceof ¥1($0.01) per common share) equal to 1.5% of the issued and outstanding common shares on a fully diluted basis as of the day priorto the successful listing on the Nasdaq Capital Market or NYSE American, subject to adjustment as provided in the stock acquisition rightsagreement, (iv) excludes the number of common shares underlying 8,280,000 stock acquisition rights (with an exercise price of ¥241($1.73)per common share), and (iv) up to an aggregate of ________ common shares underlying the Representative’s Warrant to be issuedto the underwriter in connection with this offering (assuming the exercise of the over-allotment option by the Underwriters in full).

MANAGEMENT’SDISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thefollowing 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 consolidatedfinancial statements and related notes included elsewhere in this prospectus. The forward-looking statements contained herein are basedon management’s judgment, assumptions made by management and information currently available to it. Actual results could differmaterially from those discussed or implied in the forward-looking statements as a result of various factors, including those describedbelow and elsewhere in this prospectus, particularly in the sections entitled “Risk Factors” and “Cautionary StatementRegarding Forward-Looking Statements.”.

BusinessOverview

Weare a real estate consulting company that identifies and purchases what we believe to be underdeveloped real estate properties (landand/or buildings) and re-sell such properties to real estate developers so that they can redevelop those properties. We do not develop,redevelop or participate in the building or construction of any real properties. We also do not engage in realtor-services nor do weprovide services such as title services.

Ourmission is to maximize the values of the land and building of real estate owners by first identifying their real estate holdings as underdevelopedand proposing the most effective use of the identified real estate. For example, if a real estate property is located in an upscale residentialarea, but the property, whether it be a building or land, is being used for low-value single-family homes, low-rise buildings or is atthe moment just a plot of land, we do not believe that this is the most effective use of the land and we bring that to the attentionof the property owner.

Oncewe identify an underdeveloped property, we negotiate diligently with the landowner to purchase that property. We often purchase separatesmall parcels of land and sell them to a developer as a single large lot. Selling the land as a single large lot often increases thevalue of the property and allows us to sell it at a higher price to developers that will develop the property for high-end condominiumsor commercial buildings.

Webelieve that we also contribute to the creation of safe and comfortable urban environments by purchasing old buildings that lack fireresistance and earthquake resistance and selling them as land for development. By encouraging construction of fire resistance and earthquakeresistance buildings, we aim to be beneficial to society as a whole. We are operating under the slogan of “Make the first stepfor safer and more secure cities.” In Japan, which is prone to earthquakes, typhoons, and other natural disasters, building “saferand more secure cities” is a constant objective, one that requires perseverance over many years and a steady, step-by-step buildupof efforts. We believe that the real estate redevelopment projects that we facilitate are the first steps toward creating “saferand more secure cities.”

Inmaking the first step for safer and more secure cities, we value and conform to a philosophy called “Sampo-yoshi,” whichis a traditional Japanese business philosophy. “Sampo” is the Japanese word for three parties: the seller, the buyer, andsociety. “Yoshi” means “good” or “beneficial” in Japanese. Therefore, it refers to the philosophyof doing good business, which is intended to be a win-win situation for the seller, the buyer, and society. It is essential for the sellerand buyer to be satisfied, and that a good business can only be said to be good if it contributes to society as well. In our business,for landowners, the value of their property is expected to increase by the proposed redevelopment. For us, we can profit from the increasedvalue of property. For society, it generally becomes safer and more secure by the redevelopment. “Good for the people, good forthe city, and good for society.” This philosophy of “Sampo-yoshi” is our most valued corporate spirit and the verycompany we are striving to become.

Forthe years ended November 30, 2022 and 2021, we reported revenues of $472,858,985 and $309,378,119, respectively, net income of $36,365,067and $14,775,265, respectively, and net cash used in operating activities to be $45,665,390 and $29,758,668, respectively. For the sixmonths ended May 31, 2023, we reported revenues of $291,655,644, net income of $27,429,614, and net cash provided by operating activitiesof $49,900,607. As stated in the unaudited consolidated financial statements, as of May 31, 2023, we had retained earnings of $136,082,801.

OrganizationalStructure

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

MetrosDevelopment Co., Ltd., a Japanese corporation (“Metros”), was formed in Japan on March 29, 2013. In February 2020, Metroscompleted an acquisition of 100% equity interest of Yuryo Shoji Co., a Japanese corporation. Metros was merged with and into Yuryo ShojiCo. on June 1, 2020 with Metros being the surviving entity in such merger. The acquisition of Yuryo Shoji Co. was accounted for as anasset acquisition.

Metroshas two wholly owned subsidiaries, Royal House Co., Ltd., a Japanese corporation which was established on October 1, 2015 and MetrosResort LLC, a Japanese limited liability company, which was established on February 14, 2020 as an SPC named Metros 1 LLC, on December28 2022, it was renamed to Metros Resort LLC.

TheMetros operates our business directly as well as through Royal House Co., Ltd., where we also identify what we believe to be underdevelopedreal estate properties and purchase and then re-sell such properties to real estate developers.

MetrosResort LLC is a non-operating entity at this time and we are exploring various business opportunities for this entity at this time, buthave not yet identified any specific business opportunity.

OurStrategy

Weidentify and purchase underutilized land and buildings, such as low-rise buildings, from landowners and sell them to developers so thatthe developers can redevelop the properties in a more useful way, such as a high-rise building. We also purchase small adjacent individuallots in bulk and sell them to developers as large lots that can be developed by them on a large scale. By selling the land in such away that it can be effectively utilized by the developers, we are able to add value and sell the property at a higher price than theprice at which we purchased it.

Thereal estate industry is susceptible to economic trends, policy interest rate trends, land price trends, real estate sales price trends,real estate taxation, etc. Therefore, a downturn in the real estate market, a significant increase in interest rates, or other similarchanges could negatively affect the Company’s performance. In addition, since our Company adopts a style of purchase/sales in whichwe primarily visit landowners one by one and negotiate with them, our purchase/sales may be restricted by the effects of the continuedcoronavirus pandemic. Specifically, the revenue and net income in 2020 decreased by 12.6% and 32.2%, respectively, from 2019. In 2021,the revenue recovered to the 2019 level but net income was still 39.0% lower than 2019. Therefore, it is our policy to properly identifyand evaluate the possibility of occurrence of risks and to take appropriate measures aiming to deal with them.

Resultsof Operations

Comparisonof results of operations for the six months ended May 31, 2023 and 2022

Thefollowing table summarizes our operating income as reflected in our unaudited consolidated statements of operations and comprehensiveincome for the six months ended May 31, 2023 and 2022, and presents information regarding amounts and percentage changes during thoseperiods.

Ourrevenues generated from different revenue streams consist of the following:

Revenues

Ourrevenue stream consists of real estate sales, rental revenue, and real estate brokage revenue. Real estate sales account for more than99% of total revenue, almost all of our revenue comes from real estate sales. Therefore, the increase in revenue is mainly attributedto an increase in real estate sales. The increase in real estate sales was mainly due to the overall development and expansionof our business. The increase was attributable to an increase of $16 million in real estate sales due to the number of sales contractsincreased to 67 for the six months ended May 31, 2023, compared to 55 for the six monthsended May 31, 2022. The increase in the sales contracts is because we actively conducted sales operations with an increased numberof employees and an increased number of approaches to landowners in order to buy their land and sell them collectivelyto developers. There was no unusual or infrequent event attributed to the increase in sales. Regarding rental revenue,we completed construction of rental apartment in July 2022 and revenue increased as the number of tenants increased.

Costof Revenues

Costof revenue, for the six months ended May 31, 2023,was $210.5 million compared to $205.7 million for the same period in 2022. The increase in cost of revenues by $4.8 million or 2% wasin line with the increase of real estate sales due to the number of sales contracts increasedto 67 for the six months ended May 31, 2023, compared to 55 for the six months endedMay 31, 2022. The increase in the sales contracts is because we actively conducted salesoperations with an increased number of employees and an increased number of approaches to landowners in order to buy theirlands and sell them collectively to developers. There was no unusual or infrequent event attributed to the increase in cost ofrevenues.

GrossProfit

Grossprofit, for the six months ended May 31, 2023,was $81.1 million compared to $69.7 million for the same period in 2022. The increase in gross profit by $11.4 million or 16% was inline with an increase of real estate sales due to the number of sales contracts increased to 67 for the six months ended May 31,2023, compared to 55 for the six months ended May 31, 2022.The increase in the sales contracts is because we actively conducted sales operations with an increased number of employeesand an increased number of approaches to landowners in order to buy their lands and sell them collectively to developers. Therewas no unusual or infrequent event attributed to the increase in gross profit.

Selling,General and Administrative Expenses

Operatingexpenses for the six months ended May 31, 2023 and 2022 were as follows:

Theincrease in selling, general and administrative expenses was due to an increase in consulting fees, salaries and welfare expenses, taxesand dues, and commission fee as a result of business expansion. The increase of selling, general and administrative expenses was alsodue to an increase of professional service fees relating to this offering.

Theconsulting fees increased by $2,604,192 from $17,669,957 for the six months ended May 31, 2022 to $20,274,149 for the six monthsended May 31, 2023. This increase is attributed to the increase of consulting fees from a related party. We have entered intoa partnership agreement with a related party in order to cooperate and promote our business. In accordance with the partnershipagreement, the consulting fee from the related party is calculated based on our revenue. Therefore, due to the revenue increase, consultingfees from the related party increased accordingly. The increase in professional service fees was due to an increase in professionalservice fees paid to professional parties in connection with going public. The increase in salaries and welfare expenses was due to anincrease in sales commission paid to employees according to the increase in revenue. The increase in commission fee was due to an increasein loan fees from financial institutions associated with new borrowings for the purchase of land and buildings due to an increase intransaction volume.

OtherIncome (Expenses)

Otherincome (expenses) for the six months ended May 31, 2023 and 2022, were as follows:

Thechange in other expenses to other income for the six months ended May 31, 2023 was due to a gain from equity method investments offsetby an increase in interest expenses. The change in loss from equity method investments to gain from equity method investments for thesix months ended May 31, 2023 was due to the impact on net income rather than net loss on the investee in that period. There was no unusualor infrequent event attributed to equity method investments.

IncomeTax Expense

Incometax expense, for the six months ended May 31, 2023, was $15.8 million compared to $13.8 million for the same period in 2022. The increasein income tax expense by $2.0 million or 15% was due to the increase in revenue and an increase in earnings due to an improvement inthe gross profit margin.

NetIncome

Asa result of the foregoing, we reported a net income of $27.4 million for the six months ended May 31, 2023, representing a $5.2 millionor 23% increase from $22.2 million for the six months ended May 31, 2022.

Comparisonof results of operations for the years ended November 30, 2022 and 2021

Thefollowing table summarizes our operating income as reflected in our audited consolidated statements of operations and comprehensive incomefor the years ended November 30, 2022 and 2021, and presents information regarding amounts and percentage changes during those periods.

Ourrevenues generated from different revenue streams consist of the following:

Revenues

Ourrevenue stream consists of real estate sales, rental revenue, and real estate brokage revenue., Real estate sales account for more than99% of total revenue, almost all of our revenue comes from real estate sales. Therefore, the increase in revenue is mainly attributedto an increase of real estate sales. The increase in the real estate sales revenues was mainly due to the overall developmentand expansion of our business. The increase was attributable to an increase of $164 million in real estate sales due to the number ofsales contracts increasing to 96 for the fiscal year ended November 30, 2022, compared to 65 for the fiscal year ended November 30, 2021.The increase in the sales contracts is because we actively conducted sales operations with an increased number of employees andan increased number of approaches to landowners in order to buy their lands and sell them collectively to developers. There wasno unusual or infrequent event attributed to the increase in sales.

Costof Revenues

Costof revenue, for the year ended November 30, 2022, was $349.5 million compared to $240.4 million for the same period in 2021. The increasein cost of revenues by $109 million or 45% was in line with the increase of realestate sales due to the number of sales contracts increased to 96 for the fiscal year ended November30, 2022, compared to 65 for the fiscal year ended November 30, 2021. The increase in the sales contracts is because we activelyconducted sales operations with an increased number of employees and an increased number of approaches to landowners inorder to buy their lands and sell them collectively to developers. There was no unusual or infrequent event attributed to the increasein cost of revenues.

GrossProfit

Grossprofit, for the year ended November 30, 2022, was $123.3 million compared to $69.0 million for the same period in 2021. The increasein gross profit by $54 million or 79% was in line with an increase of real estate sales due to the number of sales contracts increasedto 96 for the fiscal year ended November 30, 2022, compared to 65 for the fiscal year ended November 30, 2021. Theincrease in the sales contracts is because we actively conducted sales operations with an increased number of employees and anincreased number of approaches to landowners in order to buy their lands and sell them collectively to developers. There was no unusualor infrequent event attributed to the increase in gross profit.

Selling,General and Administrative Expenses

Operatingexpenses for the years ended November 30, 2022 and 2021 were as follows:

Theincrease in selling, general and administrative expenses was due to an increase in consulting fees, salaries and welfare expenses, taxesand dues, commission fee, depreciation expenses and others as a result of business expansion.

Theconsulting fees increased by $11,509,391 from $18,215,467 for the fiscal year ended November 30, 2021 to $29,724,858 for thefiscal year ended November 30, 2022. This increase is attributed to the increase of consulting fees from a relatedparty. We have entered into a partnership agreement with a related party in order to cooperate and promote our business. Inaccordance with the partnership agreement, the consulting fees from the related party are calculated based on ourrevenue. Therefore, due to the revenue increase, consulting fees from the related party increased accordingly. The increasein salaries and welfare expenses was due to an increase in sales commission paid to employees according to the increase in revenue.The increase in taxes and dues was mainly due to the increase in non-deductible consumption tax and the increase in the number ofsales contracts.

OtherIncome (Expenses)

Otherincome (expenses) for the years ended November 30, 2022 and 2021, were as follows:

Thedecrease in other expenses was due to a decrease in losses from equity method investments offset by an increase in interest expenses.

Theincrease in interest expenses was due to the significant increase in borrowings attributable to active purchases of real estate.In addition, the decrease in loss from equity method investments was due to the impact of a decrease in net loss of investee.There was no unusual or infrequent event attributed to interest expenses and equity method investments.

IncomeTax Expense

Incometax expense, for the year ended November 30, 2022, was $23.1 million compared to $9.0 million for the same period in 2021. The increasein income tax expense by $14 million or 156% was due to the increase in revenue and an increase in earnings due to an improvement inthe gross profit margin.

NetIncome

Asa result of the foregoing, we reported a net income of $36 million for the fiscal year ended November 30, 2022, representing a $22 millionor 146% increase from $15 million for the fiscal year ended November 30, 2021.

Liquidityand Capital Resources

Ourcash requirements include operating expenses for real estate sales and finance costs from loans for purchases of real estate inventories.The sources of liquidity to fund these cash requirements include real estate sales and borrowings from banks and other financial institutions,which are our primary source of cash flow.

Asof May 31, 2023, the Company had $34.0 million in cash and cash equivalents compared to $6.6 million as of November 30, 2022. In addition,the Company had $190.4 million in real estate inventories as of May 31, 2023 compared to $197.0 million as of November 30, 2022. TheCompany had $83.6 million in bank and other borrowings as of May 31, 2023 compared to $101.1million as of November 30, 2022.

TheCompany formulates funding policies that are designed to maintain and improve procurement stability and reduce liquidity risk. As a concretemeasure to maintain and improve procurement stability, we engage in various activities such as developing connection with new financialinstitutions, maintaining good relationship with financial institutions with which we do business, regularly exchanging information withfinancial institutions on our financial situation and real estate market. We utilize borrowings from Japanese financial institutionsto mainly purchase real estate from landowners. To reduce liquidity risk, we use project financing tied to individual real estate propertiesas much as possible. We take into account the time it takes for those real estate properties to become available for sale,after securing sufficient working capital. In addition, we diversify funding sources in order not only to reduce funding costsbut also to improve funding stability and reduce liquidity risk. Furthermore, we monitor central bank monetary policy developmentsand consider the need for interest rate swaps.

Uncertaintiescaused by the real estate market remain. To be precise, real estate developers may be materially affected by the inflation ofdevelopment cost as well as the economic situation around the world which can be largely impacted by central monetary policy. Dependingon future developments, we expect an increase in liquidity risk, including higher procurement costs. Specifically, we may be unable toborrow new funds or roll-over existing funds; and we expect there will be an increase in the amount of interest we need to pay if weare able to borrow such funding. Notwithstanding the current environment, we are working to maintain stable procurement and reduce liquidityrisk in accordance with the above policy. In addition, with respect to rising interest costs, we are working to maintain good communicationswith financial institutions so that we can raise funds at favorable interest rates.

Sourceof Liquidity

TheCompany borrows from a variety of sources, including regional banks, shinkin (Japanese deposit institution) banks, credit unions, governmentfinancial institutions in Japan. We have adopted regular face-to-face communications and established positive working relationshipswith financial institutions in Japan.

Weuse project financing tied to individual real estate properties as much as possible. We take into account the time it takes forthose real estate properties to become available for sale, after securing sufficient working capital. All of the project financingcomes from financial institutions, and the timing and amount of real estate to be acquired and sold have a significant impacton financing activities.

Inassessing liquidity, management monitors and analyzes the Company’s cash and cash equivalents, ability to generate sufficient futureearnings, and operating and capital investment commitments. The Company believes that its current cash and cash equivalents from operationsand borrowings from banks will be sufficient to meet its working capital needs for the next 12 months from the date of issuance of theunaudited financial statements.

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

CashFlows for the Six Months Ended May 31, 2023 and 2022

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

OperatingActivities

Netcash provided by operating activities increased $60.3 million to $49.9 million for the six months ended May 31, 2023, mainly due to anincrease in net income and an increase in changes in real estate inventories, prepaid expenses, and accounts and other payables, offsetby gain from equity method investments and a decrease in change in income tax payables.

InvestingActivities

Duringthe six months ended May 31, 2023, net cash provided by investing activities of $0.3 million was mainly the result of distribution fromsilent partnerships of $1.6 million offset by purchase of term deposits of $1.5 million. During the six months ended May 31, 2022, netcash used in investing activities of $2.9 million was the result of purchase of property and equipment of $2.0 million, purchase of termdeposits of $0.4 million and purchase of investments of $0.5 million.