Robot Consulting Co., Ltd 6-K, filed Mar 30, 2026
Robot Consulting Co., Ltd. (LAWR)
About this 6-K
Robot Consulting Co., Ltd filed this 6-K on March 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of March
Commission
File Number:
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
Explanatory Note
Robot Consulting Co., Ltd., a joint stock corporation with limited liability incorporated in Japan, is furnishing its unaudited interim financial statements and notes for the six months ended September 30, 2025. The financial statements and notes are attached as Exhibit 99.1 to this report.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Financial Statements and Notes of Robot Consulting Co., Ltd. for the Six Months Ended September 30, 2025 | |
| 101. INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Robot Consulting Co., Ltd. | ||
| By: | /s/ Hidetoshi Yokoyama | |
| Hidetoshi Yokoyama | ||
| Representative Director and Chairman | ||
Date: March 30, 2026
Exhibit 99.1
ROBOT CONSULTING CO., LTD.
INDEX TO FINANCIAL STATEMENTS
| Unaudited Financial Statements as of and for the Six Months Ended September 30, 2025 and 2024 | Page |
| Balance Sheets as of September 30, 2025 (unaudited) and March 31, 2025 | F-2 |
| Statements of Operations for the Six Months Ended September 30, 2025 and 2024 (unaudited) | F-3 |
| Statements of Shareholders’ Equity/(Deficit) for the Six Months Ended September 30, 2025 and 2024 (unaudited) | F-4 |
| Statements of Cash Flows for the Six Months Ended September 30, 2025 and 2024 (unaudited) | F-5 |
| Notes to Financial Statements for the Six Months Ended September 30, 2025 and 2024 (unaudited) | F-6 |
| F-1 |
ROBOT CONSULTING CO., LTD.
BALANCE SHEETS
(Yen in thousands, except share data)
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | ¥ | ¥ | ||||||
| Accounts receivable, net | ||||||||
| Deferred offering costs | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-current Assets: | ||||||||
| Restricted cash | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Investments - Non-current | ||||||||
| Other assets | ||||||||
| Total Assets | ¥ | ¥ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Trade accounts payable | ¥ | ¥ | ||||||
| Other payables | ||||||||
| Accrued expenses | ||||||||
| Deferred revenue - Current | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Non-current Liabilities: | ||||||||
| Non-current operating lease liabilities | ||||||||
| Deferred revenue - Non-current | ||||||||
| Other liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitment and Contingencies (Note 8) | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Ordinary shares, JPY par value - shares authorized as of September 30, 2025 and March 31, 2025; shares and shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively* | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity /(Deficit) | ( | ) | ||||||
| Total Liabilities & Shareholders’ Equity | ¥ | ¥ | ||||||
The accompanying notes are an integral part of the financial statements.
| * |
| F-2 |
ROBOT CONSULTING CO., LTD.
STATEMENTS OF OPERATIONS
(Yen in thousands, except share and per share data)
(unaudited)
| 2025 | 2024 | |||||||
| Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ¥ | ¥ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Research and development | ||||||||
| Selling, general and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other expenses, net | ( | ) | ( | ) | ||||
| Interest expenses | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income tax expenses | ||||||||
| Net loss | ¥ | ( | ) | ¥ | ( | ) | ||
| Net loss per share attributable to shareholders, basic and diluted | ¥ | ) | ¥ | ) | ||||
| Weighted-average shares outstanding used to compute net loss per share, basic and diluted* | ||||||||
The accompanying notes are an integral part of the financial statements.
| * |
| F-3 |
ROBOT CONSULTING CO., LTD.
STATEMENTS OF SHAREHOLDERS’ EQUITY/(DEFICIT)
(Yen in thousands, except share data)
(unaudited)
| Shares* | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Total | ||||||||||||||||||||
| Share Class | Additional | Shareholders’ | ||||||||||||||||||
| Ordinary Share | Paid-In | Accumulated | Equity | |||||||||||||||||
| Shares* | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, March 31, 2025 | ¥ | ¥ | ¥ | ( | ) | ¥ | ( | ) | ||||||||||||
| Issuance of ordinary shares upon initial public offering, net of offering costs | ||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2025 | ¥ | ¥ | ¥ | ( | ) | ¥ | ||||||||||||||
| Share Class | Additional | Total Shareholders’ | ||||||||||||||||||
| Ordinary Share | Paid-In | Accumulated | Equity | |||||||||||||||||
| Shares* | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, March 31, 2024 | ¥ | ¥ | ¥ | ( | ) | ¥ | ( | ) | ||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2024 | ¥ | ¥ | ¥ | ( | ) | ¥ | ( | ) | ||||||||||||
The accompanying notes are an integral part of the financial statements.
| * |
| F-4 |
ROBOT CONSULTING CO., LTD.
STATEMENTS OF CASH FLOWS
(Yen in thousands)
(unaudited)
| 2025 | 2024 | |||||||
| Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | ¥ | ( | ) | ¥ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Noncash lease expenses | ||||||||
| Stock option expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Related party receivable s | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred revenue | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Other liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payment for deferred offering costs | ( | ) | ( | ) | ||||
| Proceed from issuance of shares | ||||||||
| Net cash provided by/(used in) financing activities | ( | ) | ||||||
| Net increase/(decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | ¥ | ¥ | ||||||
| Reconciliation of cash, cash equivalents and restricted cash | ||||||||
| Cash and cash equivalents | ¥ | ¥ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash | ¥ | ¥ | ||||||
The accompanying notes are an integral part of the financial statements.
| F-5 |
ROBOT CONSULTING CO., LTD.
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended September 30, 2025 and 2024
(Yen in thousands, except share and per share data)
1. Nature of Operations
Robot Consulting Co., Ltd. (the “Company”) was incorporated on April 17, 2020 in Tokyo, Japan. The Company’s principal product is Labor Robot, a cloud-based software which provides human resource solutions. The Company also provides consulting support services such as e-learning courses relating to digital transformation and software installation services. The Company is committed to researching, developing, and selling artificial intelligence (“AI”) technology.
Stock
split-
Going concern
The
Company had a loss of JPY
The Company’s unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to attract and retain revenue generating customers, acquire new customer contracts, and secure additional financing.
The Company may consider obtaining additional financing in the future through the issuance of the Company’s ordinary shares through equity or debt financings, or other means. The Company, however, is dependent upon its ability to obtain new revenue generating customer contracts and secure equity and/or debt financing and there are no assurances that the Company will be successful. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements are presented in thousand Japanese yen, (“JPY” or “¥”), the currency of the country in which the Company is incorporated and primarily operates. The accompanying unaudited financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements. The interim disclosures generally do not repeat those in the annual financial statements.
The unaudited financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s financial position, results of operations, shareholders’ equity, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the fiscal year ending March 31, 2026 or any other future interim periods.
| F-6 |
Use of Estimates
The preparation of the financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenue and expense during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, useful lives of property and equipment, the carrying value of operating lease right-of-use asset, allowance for credit losses on accounts receivable, valuation of share-based compensation, and valuation allowance against net deferred tax assets. Actual results could differ from those estimates.
Revenue Recognition
The Company applies Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented in the financial statements. To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows:
1 – Identification of the contract with a customer
2 – Identification of the performance obligation in the contract
3 – Determination of the transaction price
4 – Allocation of the transaction price to the performance obligation in the contract
5 – Recognition of revenue when, or as, a performance obligation is satisfied
During the six months ended September 30, 2025 and 2024, the Company generated revenues from sales of software and consulting and support services.
Revenue is recognized when the control of the promised products or services is transferred by the Company to its customers. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for the products or services delivered. The transaction prices are generally fixed at contract inception. Consumption taxes collected from customers and remitted to government authorities are excluded from revenue and deferred revenue.
At contract inception, the Company assesses the performance obligations, or deliverables, the Company has agreed to provide pursuant to the contract and determines if they are individually distinct or if they should be combined with other performance obligations. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price. Performance obligations are combined when an individual performance obligation does not have standalone value to a customer. For example, customers do not have the ability to take possession of the Company’s software, “Labor Robot”, and, as a result, the Company’s contracts for sales of software and hosting service arrangements are typically accounted for as service arrangements with a single performance obligation.
Sales of Software
Revenue from sales of software is primarily comprised of sales of Labor Robot, Lawyer Robot and Billing Robot. Revenue is recognized on a straight-line basis over the period of five to ten years as the Company’s performance obligation is satisfied over-time and as control of the promised service is transferred to the customer, commencing when the product key is delivered to the customer.
Consulting and Support Services
Revenue from consulting and support services is recognized when the control of the promised service is transferred by the Company to its customer. Consulting and support services the Company provided during the six months ended September 30, 2025 and 2024, include the following services. See note 11 for the disaggregation of revenue.
| F-7 |
E-learning: The Company provides online training courses to help employees of small and medium-sized businesses learn the latest trends in digital transformation. Revenue is recognized on a straight-line basis over the contract period which is generally one month as the Company’s performance obligation is satisfied over-time, commencing when the access code is delivered to the customer.
Software installation support: The Company helps customers with the installation and initial set-up of the software and provides support services during the contract period. Revenue is recognized on a straight-line basis over the contract period which is generally one year as the Company’s performance obligation is satisfied over-time.
From time to time, the Company uses subcontractors. The Company assesses and records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that the Company is the principal in the performance obligation and gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified vendors, (ii) has the discretion to select the vendors and establish their price and duties, and (iii) bears the risk for services that are not fully paid for by its customers.
Segment Information
The
Company operates as
Concentration of Customers and Vendors
For
the six months ended September 30, 2025 and 2024, there was one customer who accounted for more than
For
the six months ended September 30, 2025 and 2024, there were two suppliers and one supplier, respectively, who accounted for more than
Cash and Cash Equivalents, and Restricted Cash
The Company considers all highly liquid short-term investments purchased with an initial maturity date of three months or less to be cash equivalents. The Company’s restricted cash consists of the earmarked balance related to the ongoing lawsuit.
Accounts Receivable, Net
Accounts receivable primarily consist of the amounts billed and currently due from customers, net of an allowance for credit loss, if recorded. When the Company has an unconditional right to payment, subject only to the passage of time, the right is treated as receivable. The Company’s accounts receivable balances are unsecured, bearing no interest. Fees billed in advance of the related contractual term represent contract liabilities and presented as deferred revenue.
At each balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist.
The allowance estimate is derived from a review of the Company’s historical losses on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes that historical loss information is a reasonable starting point to calculate the expected allowance for credit losses, given that the composition of the Company’s customers has remained constant. The Company recorded JPY203 as the allowance for credit loss as of September 30, 2025 and March 31, 2025. Provisions for the allowance for expected credit losses are recorded in selling, general and administrative expenses in the Statements of Operations.
| F-8 |
Deferred Offering Costs
The Company capitalizes certain legal, accounting and other third-party fees that are directly related to an equity financing that is likely to be successfully completed, until such financing is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs are immediately written off to operating expenses in the Statements of Operations in the period of determination.
Upon the completion of the initial public offering (the “IPO”) the Company completed on July 18, 2025, the deferred offering costs were fully charged to additional paid-in capital.
Property and Equipment, Net
Property and equipment are recorded at the cost less accumulated depreciation. Depreciation is computed using the straight-line method, depending on the pattern of consumption of the economic benefits by asset class, over the estimated useful lives of the assets, as follows:
Schedule of Estimated Useful Lives
| Property and Equipment | Estimated Useful Life | |
| Fixtures | Shorter
of | |
| Tooling and equipment | ||
| Computers and other equipment | ||
| Vehicles |
Repair and maintenance costs are expensed as incurred. The Company records depreciation expenses in selling, general and administrative expenses in the Statements of Operations.
Intangible Assets, Net
Intangible
assets consist of the Company’s capitalized software, patents and trademarks. Software is amortized over
Impairment or Disposal of Long-Lived Assets
Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if the carrying amount is not recoverable when compared to the Company’s undiscounted cash flows and the impairment loss is measured based on the difference between the carrying amount and fair value. Long-lived assets held for sales are reported at the lower of cost or fair value less costs to sell. There were no impairments of long-lived assets during the six months ended September 30, 2025 and 2024.
Leases
Leases are comprised of operating leases for office space. In accordance with the Financial Accounting Standards Board (“FASB”) ASC Topic 842, Leases, the Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and non-current operating lease liabilities in the Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.
| F-9 |
For leases with terms greater than 12 months, the Company records an ROU asset and a lease liability representing the present value of future lease payments. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, or the Company’s collateralized incremental borrowing rate. The implicit rate within the Company’s leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. The Company estimates its incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. For those contracts that include fixed rental payments for both the use of the asset (“lease costs”) as well as for other occupancy or service costs relating to the asset (“non-lease costs”), the Company generally includes both the lease costs and non-lease costs in the measurement of the lease asset and liability.
The Company has elected the “package of practical expedients” and as a result is not required to reassess its prior accounting conclusions regarding lease identification, lease classification and initial direct costs for lease contracts existing as of the transition date. The Company accounts for each lease and any associated non-lease components as a single lease component across all asset classes. Lease expenses for the Company’s operating leases are recognized on a straight-line basis over the lease term except for variable lease costs, which are expensed as incurred.
Investments
In the normal course of business, the Company invests in business partners that support the Company’s underlying business strategy and provide the Company the ability to enter into new markets, thereby expanding the reach of the Company’s products and services.
The Company’s investments consist of investments in privately held entities that do not report net asset value (“NAV”) per share. These investments are measured at costs, adjusted for observable price changes and impairments. Gain or loss resulting from price changes and impairments are recognized in other income (expense), net in the Statement of Operations.
There were no activities related to the Company’s investments during the six months ended September 30, 2025 and the fiscal year ended March 31, 2025.
Fair Value of Financial Instruments
The Company reports financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis in accordance with ASC Topic 820 Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement.
The levels of the fair value hierarchy are as follows:
Level 1: Determined using an unadjusted quoted price in an active market for identical assets or liabilities.
Level 2: Estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.
Level 3: Estimated using unobservable inputs that are significant to the fair value of the assets or liabilities.
The fair value of the Company’s investments is determined based on inputs not observable in the market and classified as Level 3 within the fair value hierarchy.
| F-10 |
Foreign Currency
The Company uses Japanese yen as its reporting currency. The Company’s functional currency is Japanese yen. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency of the Company at the balance sheet date foreign exchange rate, and gains and losses resulting from such remeasurement are included in other income (expenses), net in the Statement of Operations. Foreign currency denominated income and expenses are remeasured using the average exchange rate for the period.
Deferred Revenue
The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. If revenue has not yet been recognized, then deferred revenue, or contract liability, is recorded. Deferred revenue consists of consideration recorded in advance of performance obligations being delivered and is classified as current or non-current based on the related period in which services are expected to be provided.
Cost of Revenue
Cost of revenue primarily consists of costs paid to the Company’s vendors and employees related to the Company’s delivery of services.
Research and Development Costs
Research and development (“R&D”) costs consist primarily of fees paid to vendors for research, prototyping and consulting. Most R&D costs are expensed as incurred.
Time and costs incurred between establishment of technological feasibility and the release of software product is not material, and the costs incurred during this period is recorded as R&D costs.
Advertising Costs
Advertising
and marketing costs are expensed as incurred and are included in selling, general and administrative expenses in the Statement of Operations.
For the six months ended September 30, 2025 and 2024, these costs were JPY
Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the differences between the financial statement and tax basis of assets, liabilities and net operating loss by using enacted tax rate in effect for the fiscal year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that these assets are believed to be more likely than not to be realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.
| F-11 |
The Company files tax returns in the tax jurisdictions of Japan. Tax benefits for uncertain tax positions are based upon management’s evaluation of the information available at the reporting date. To be recognized in the financial statements, a tax benefit must be at least more likely than not of being sustained based on technical merits. The benefit for positions meeting the recognition threshold is measured as the largest benefit more likely than not of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.
The Company accounts for share-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation. The Company measures and recognizes compensation expenses for all share-based payment awards made to employees and non-employees, including stock options, restricted stock units (“RSUs”), and other equity-based awards, based on the grant-date fair value of the awards.
The Company recognizes compensation expense for share-based awards over the requisite service period, which is generally the vesting period of the awards, using a straight-line method unless the awards contain performance or market conditions.
Basic net loss per ordinary share is calculated by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per ordinary share is computed by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, adjusted for the effect of potentially dilutive securities, if any. Potentially dilutive securities are included in the calculation of diluted net loss per share only when their effect is dilutive. When the Company reports a net loss, all potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted net loss per share.
Recently Issued Accounting Pronouncements
As an emerging growth company, the Jumpstart Our Business Startups Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to delay adoption of certain new or revised accounting standards. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.
The following Accounting Standards Updates (“ASUs”) issued by the FASB may relate to the Company as concerns the Company’s normal ongoing operations or the industry in which the Company operates.
In December 2025, the FASB issued ASU 2025-11, Derivatives and Hedging (ASC 815) and Revenue from Contracts with Customers (ASC 606): Scope Refinements and Share-Based Noncash Consideration. This ASU clarifies the scope of derivative accounting for certain contracts and the accounting for share-based noncash consideration received from customers. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods. The Company is currently evaluating the impact that adoption of this guidance will have on its financial statements.
In September 2025, the FASB issued ASU 2025-07, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU clarifies the interim disclosure requirements and the applicability of Topic 270. The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that adoption of this guidance will have on its financial statements.
In July 30, 2025, the FASB issued ASU No. 2025-05 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The requirements are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted, and entities should apply the amendments prospectively. The Company is currently evaluating the impact that the adoption of this ASU will have on its financial statements.
| F-12 |
In November 2024, the FASB issued ASU No. 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose, for interim and annual reporting periods, additional information about certain income statement expense categories. The requirements are effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Entities are permitted to apply either the prospective or retrospective transition methods. The Company is currently evaluating the impact that the adoption of this ASU will have on its financial statements.
3. Prepaid Expenses and Other Current Assets
As of September 30, 2025 and March 31, 2025, prepaid expenses and other current assets consisted of the following:
Schedule of Prepaid Expenses and Other Current Assets
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| (unaudited) | ||||||||
| Prepaid expenses | ¥ | ¥ | ||||||
| Deposits | ||||||||
| Consumption taxes paid | ||||||||
| Others | ||||||||
| Total prepaid expenses and other current assets | ¥ | ¥ | ||||||
4. Property and Equipment, Net
As of September 30, 2025 and March 31, 2025, property and equipment consisted of the following:
Schedule of Plant and Equipment, Net
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| (unaudited) | ||||||||
| Fixtures | ¥ | ¥ | ||||||
| Tooling and equipment | ||||||||
| Computers and other equipment | ||||||||
| Vehicles | ||||||||
| Total property and equipment | ¥ | ¥ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | ¥ | ¥ | ||||||
The
Company recognized depreciation expenses on property and equipment of JPY
5. Intangible Assets, Net
As of September 30, 2025 and March 31, 2025, intangible assets consisted of the following:
Schedule of Intangible Assets
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| (unaudited) | ||||||||
| Patents | ¥ | ¥ | ||||||
| Trademarks | ||||||||
| Software – work-in-progress | ||||||||
| Total intangible assets | ||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Total intangible assets, net | ¥ | ¥ | ||||||
| F-13 |
The
Company recognized amortization expenses on intangible assets of JPY
6. Leases
The Company has an operating lease for office space. As of September 30, 2025 and March 31, 2025, the following amounts were recorded on the Balance Sheets relating to the Company’s operating lease.
Schedule of Operating Lease Right of Use Assets and Lease Liabilities
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| (unaudited) | ||||||||
| Right-of-Use Assets | ||||||||
| Operating lease assets | ¥ | ¥ | ||||||
| Lease Liabilities | ||||||||
| Operating lease liabilities - Current | ¥ | ¥ | ||||||
| Operating lease liabilities - Non-current | ||||||||
The following table summarizes the contractual maturities of operating lease liabilities as of September 30, 2025:
Schedule of Contractual Maturities of Operating Lease Liabilities
| Fiscal year ending March 31, | ||||
| 2026 (remaining) | ¥ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total lease payments | ||||
| Less amounts representing interest | ( | ) | ||
| Present value of lease payments | ||||
| Less: current portion | ( | ) | ||
| Non-current lease liabilities | ¥ | |||
The following table illustrates information regarding the Company’s operating leases as of September 30, 2025 and March 31, 2025:
Schedule of Operating Leases
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| (unaudited) | ||||||||
| Total operating lease cost | ¥ | ¥ | ||||||
| Cash paid for amounts included in the measurement of the operating lease liability | ¥ | ¥ | ||||||
| Weighted average remaining lease term (years) | ||||||||
| Weighted average discount rate | % | % | ||||||
The Company did not have significant sublease income or variable lease costs for the six months ended September 30, 2025 and 2024.
| F-14 |
7. Other Payables
As of September 30, 2025 and March 31, 2025, other payables consisted of the following:
Schedule of Other Payables
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| (unaudited) | ||||||||
| Outsourcing fees | ¥ | ¥ | ||||||
| Professional fees | ||||||||
| Marketing costs | ||||||||
| Research and development costs | ||||||||
| Income tax withholding | ||||||||
| Compensations | ||||||||
| Business tax payable | ||||||||
| Others | ||||||||
| Total other payables | ¥ | ¥ | ||||||
8. Commitments and Contingencies
Guarantees and Commitments
There
were
Legal Matters
From
time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims
or proceedings. There were
On
May 14, 2023, the Company was served with a complaint by ZESTO Consulting LLC demanding unpaid system development fees of JPY
On
December 13, 2024, the Tokyo District Court ruled against the Company, holding the Company liable for unpaid service fees totaling JPY
On
December 17, 2025, the appellate court issued a judgment requiring the Company to pay JPY
The
Company is currently in the process of pursuing further legal remedies, including filing an appeal of the appellate court judgment in
January 2026. While the Company intends to continue with its appeal process, based on the currently available information, management
has concluded that the potential loss associated with this matter is reasonably estimable. Accordingly, the Company has recognized
the estimated obligation in its financial statements should the appeal fail. For the six months ended September 30, 2025, the
Company recognized an additional loss of JPY
On
September 26, 2025, the Company was served with a complaint by FOOT PRINT Co., Ltd. demanding unpaid service fees under an advertising
services agreement of JPY
| F-15 |
Indemnification
In the ordinary course of business, the Company customarily includes standard indemnification provisions in its arrangements with third parties. As of the date of this prospectus, the Company has not paid any material claims or been required to defend any material actions related to its indemnification obligations. However, the Company may be subject to such claims and/or actions in the future as a result of these indemnification obligations.
Schedule of Basic and Diluted Net Loss Per Share
| 2025 | 2024 | |||||||
| Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Basic and Diluted Net Loss Per Ordinary Share: | ||||||||
| Net loss attributable | ¥ | ( | ) | ¥ | ( | ) | ||
| Weighted average ordinary shares outstanding | ||||||||
| Basic and diluted net loss per ordinary share | ¥ | ) | ¥ | ) | ||||
10. Shareholders’ Equity/(Deficit)
Ordinary Shares
As
of September 30, 2025, the Company had ordinary shares authorized.
On January 7, 2025, the Company’s board of directors approved the change in the number of ordinary shares authorized. As a result, the number of shares authorized became . On the same date, the Company’s board of directors approved a sub-division of the ordinary shares issued and outstanding at a ratio of 1:6, which became effective on January 7, 2025. The Company believes it is appropriate to reflect the above transactions on a retroactive basis in accordance with ASC 260. All references made to share or per share amounts herein have been retroactively adjusted to reflect the 1:6 sub-division.
On
July 18, 2025, the Company completed its IPO of ordinary shares at a public offering price of $ per share. The net proceeds
to the Company from the IPO, after deducting underwriting discounts and offering expenses payable by the Company, were approximately
JPY
11. Revenue
Disaggregation of Revenue
The tables below reflect revenue by major source s for the six months ended September 30, 2025 and 2024. The Company had no revenue derived from geographical regions outside of Japan during the six months ended September 30, 2025 and 2024. All revenue during the six months ended September 30, 2025 and 2024 was recognized when the performance obligation was satisfied over time.
Schedule of Disaggregation of Revenue
| 2025 | 2024 | |||||||
| Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Sales of Software | ¥ | ¥ | ||||||
| Consulting and Support Services | ||||||||
| Total | ¥ | ¥ | ||||||
During the six months ended September 30, 2025 and 2024, revenue from consulting and support services was primarily generated from provision of e-learning and software installation support services.
| F-16 |
The following table summarizes the activity in deferred revenue during the six months ended September 30, 2025 and the fiscal year ended March 31, 2025.
Schedule of Activity in Deferred Revenue
| Six Months Ended September 30, | Fiscal Year Ended March 31, | |||||||
| 2025 | 2025 | |||||||
| (unaudited) | ||||||||
| Deferred revenue, beginning of period | ¥ | ¥ | ||||||
| Deferred revenue, end of period | ||||||||
| Revenue recognized in the period from amounts included in deferred revenue at the beginning of period | ||||||||
As of September 30, 2025 and March 31, 2025, deferred revenue represents the Company’s remaining performance obligations to provide software, e-learning and software installation support services for which consideration has been received.
As
of September 30, 2025 and March 31, 2025, revenue of JPY
12. Cost of revenue
Disaggregation of Cost of revenue
The table reflects cost of revenue by major source for the six months ended September 30, 2025 and 2024:
Schedule of Cost of Revenue by Major Source
| 2025 | 2024 | |||||||
| Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Sales of Software | ¥ | ¥ | ||||||
| Consulting and Support Services | ||||||||
| Total | ¥ | ¥ | ||||||
On February 6, 2024 , the Company’s Board of Directors approved the issuance of stock options. On February 7, 2024, stock options to purchase an aggregate of ordinary shares at an exercise price of JPY per ordinary share were granted to certain individuals who were the Company’s directors, employees and consultants. The options vested upon the successful completion of IPO. The options are exercisable only after February 7, 2026 and have a contractual term of eight years.
The fair value of the stock options as of the grant date was JPY and was estimated using the Black-Scholes option-pricing model. The following table summarizes the significant assumptions used to estimate the fair value of the stock options.
| Expected term | years | |||
| Expected volatility | % | |||
| Expected dividend rate | % | |||
| Risk-free rate | % |
| F-17 |
Upon completion of its IPO in July 2025, the Company recognized share-based compensation expenses of JPY. Share-based compensation expenses are included in the selling, general and administrative expenses in the Statements of Operations.
Schedule of Stock Option Activity Under the Plan
| Vested options | Options | Weighted-Average Grant-Date Fair Value per Option | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | ||||||||||||
| Vested at April 1, 2025 | ¥ | |||||||||||||||
| Vested | ||||||||||||||||
| Vested at September 30, 2025 | ¥ | ¥ | ||||||||||||||
Schedule of Activity for Non-Vested Stock Options
| Non-vested options | Number of Options | Weighted-Average Grant-Date Fair Value per Option | ||||||
| Non-vested at April 1, 2025 | ¥ | |||||||
| Vested | ( | ) | ||||||
| Non-vested at September 30, 2025 | ||||||||
14. Consulting Agreement
On
April 24, 2023, the Company entered into a consulting and services agreement with Spirit Advisors, LLC. (“Spirit Advisors”)
pursuant to which it agreed to compensate Spirit Advisors with cash consideration of US$
On December 18, 2024, pursuant to a side letter agreement between the Company and Spirit Advisors, LLC, the Spirit Warrants were cancelled.
15. Related Party
As of September 30, 2025 and March 31, 2025 and during the six months ended September 30, 2025 and 2024, the Company had no transactions or balances with related parties, except for compensation paid to its directors for services rendered in the normal course of business. Compensation for directors is determined by the Board of Directors and/or shareholders in accordance with the Company’s Articles of Incorporation. Total compensation paid to the directors during the six months ended September 30, 2025 and 2024 was JPY and JPY, respectively.
16. Subsequent Events
The Company has evaluated subsequent events after the balance sheet date through March 30, 2026, the date the financial statements were available for issuance. Management has determined that no significant events or transactions have occurred subsequent to the balance sheet date other than the events disclosed below that require both recognition and disclosure in the financial statements.
On September 26, 2025, the Company was served
with a complaint by FOOT PRINT Co., Ltd. demanding unpaid service fees under an advertising services agreement of JPY
In October 2025, trading in the Company’s common stock on The Nasdaq Stock Market was temporarily suspended by the SEC. The suspension was initiated due to concerns regarding potential manipulation of the Company’s securities through recommendations made to investors by unknown third parties via social media. The Company is actively working to address the matters that led to the suspension and to satisfy the requirements for resumption of trading. As of the date of this report, trading of the Company’s securities remains suspended, and there can be no assurance as to when or if trading will resume.
| F-18 |