BLMZ BloomZ Inc

As filed with the U.S. Securities and Exchange Commission on March 19, 2025.

Registration Nos. 333-282354 and 333-275223

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1  

TO 

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

BloomZ Inc.
(Exact name of registrant as specified in its charter)

 

Cayman Islands		7819		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

Toyo Recording 1F, 4-5-19 Akasaka
Minato-ku, Tokyo 107-0052
Japan
+81 050-3138-4984
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Cogency Global Inc.
122 East 42^nd Street, 18^th Floor
New York, NY 10168
Telephone: (800) 221-0102

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

 

Ying Li, Esq.
Lisa Forcht, Esq. 

Hunter Taubman Fischer & Li LLC 

950 Third Avenue, 19^th Floor 

New York, NY 10022

212-530-2206

 

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company ☒

 

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

 

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

 

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 to Form F-1 (this “Post-Effective Amendment”) is being filed to update the Registration Statement on Form F-1 (Registration No. 333-275223) (the “Prior Registration Statement”), which became effective on July 1, 2024, and the Registration Statement on Form F-1 (Registration No. 333-282354), effective as of September 30, 2024 (the “Additional Registration Statement,” and together with the Prior Registration Statement, the “Original Registration Statements”), to incorporate by reference the Registrant’s Annual Report on Form 20-F for the fiscal year ended September 30, 2024 (the “Annual Report”), which was filed with the U.S. Securities and Exchange Commission on February 14, 2025, and to update certain other information contained herein. Pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), the prospectuses contained in the Original Registration Statements have been combined into the prospectus contained in this Post-Effective Amendment. Accordingly, this Post-Effective Amendment amends the Original Registration Statements. Prior to the filing of the Annual Report, the underwritten initial public offering of 1,250,000 ordinary shares of BloomZ Inc. (the “Company” or “BloomZ Cayman,” “we,” or “us”), par value $0.00000002 (the “Ordinary Shares”), to which the Prior Registration Statement related (the “IPO Shares”) was completed. Accordingly, this Post-Effective Amendment relates only to the offer and resale by the selling shareholders identified in the Original Registration Statement and this prospectus (each, a “Selling Shareholder” and, collectively, the “Selling Shareholders”) of an aggregate of 10,774,800 Ordinary Shares held by them (the “Resale Shares”).

 

The applicable registration fees were paid at the time of the original filing of the Original Registration Statements on October 31, 2023 and September 27, 2024, respectively.

 

No additional securities are being registered under this Post-Effective Amendment.

 

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 19, 2025

 

10,774,800 Ordinary Shares

 

 

 

This prospectus relates to the offer and resale by the selling shareholders identified in this prospectus (each, a “Selling Shareholder” and, collectively, the “Selling Shareholders”) of an aggregate of 10,774,800 Ordinary Shares. 

 

The Resale Shares will be resold from time to time by the Selling Shareholders listed in the section titled “Selling Shareholders” beginning on page 16.

 

The Selling Shareholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Resale Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Shareholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Shareholders may sell their Resale Shares hereunder following the effective date of this registration statement. We provide more information about how a Selling Shareholders may sell their Resale Shares in the section titled “Plan of Distribution” on page 24.

 

We are registering the Resale Shares on behalf of the Selling Shareholders, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of the Resale Shares by the Selling Shareholders in the offering described in this prospectus. We have agreed to bear all of the expenses incurred in connection with the registration of the Resale Shares. The Selling Shareholders will pay or assume the obligation to pay any discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Resale Shares.

 

Our ordinary shares, par value $0.00000002 per share (the “Ordinary Shares”), are currently listed on the Nasdaq Capital Market under the symbol “BLMZ.”

 

We are an “emerging growth company” as defined under applicable U.S. securities laws and are eligible for reduced public company reporting requirements. Please read the disclosures beginning on page 7 of this prospectus for more information.

 

Investing in our Ordinary Shares, including the Resale Shares, involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 10 and also “Item 3. KEY INFORMATION—D. Risk Factors” in the Annual Report to read about factors you should consider before buying the Resale Shares.

 

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is             , 2025

 

 

TABLE OF CONTENTS

 

		Page
PROSPECTUS SUMMARY		1
RISK FACTORS		10
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		11
ENFORCEABILITY OF CIVIL LIABILITIES		12
USE OF PROCEEDS		14
DIVIDEND POLICY		15
SELLING SHAREHOLDERS		16
MANAGEMENT		21
PRINCIPAL SHAREHOLDERS		23
PLAN OF DISTRIBUTION		24
LEGAL MATTERS		27
EXPERTS		27
WHERE YOU CAN FIND ADDITIONAL INFORMATION		27
INCORPORATION BY REFERENCE		28

 

 

About this Prospectus

 

This prospectus describes the general manner in which the Selling Shareholders may offer from time to time 10,774,800 Ordinary Shares that comprise the Resale Shares. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference into this prospectus, or to which we have referred you, before making your investment decision. Neither we nor the Selling Shareholders have authorized anyone to provide you with different information that is in addition to or different from what is contained in, or incorporated by reference into, this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the Resale Shares offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto and the documents incorporated by reference into this prospectus, as well as information we have previously filed with the U.S. Securities and Exchange Commission (the “SEC”), is accurate as of any date other than the date on the front cover of the applicable document. For the avoidance of doubt, no offer or invitation to subscribe for Ordinary Shares is made to the public in the Cayman Islands. The information contained in or incorporated by reference into this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

 

If necessary, the specific manner in which the Resale Shares may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in or incorporated by reference into this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that, if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement.

 

Neither the delivery of this prospectus nor any distribution of Resale Shares pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.

 

Our functional currency and reporting currency are the Japanese yen (“JPY” or “¥”), the legal currency of Japan. The terms “dollar” or “$” refer to U.S. dollars, the legal currency of the United States. Convenience translations included in this annual report of Japanese yen into U.S. dollars have been made at the exchange rates of ¥143.25=$1.00, which was the foreign exchange rate on September 30, 2024, as reported by the Board of Governors of the Federal Reserve System (the “U.S. Federal Reserve”) in its weekly release on October 7, 2024. Historical and current exchange rate information may be found at https://www.federalreserve.gov/releases/h10/.

 

 

Conventions that Apply to this Prospectus

 

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

 

●

“BloomZ Cayman” are to BloomZ Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands;

 

●

“BloomZ Japan” are to Kabushiki Kaisha BloomZ, a limited liability company organized under the laws of Japan and a wholly owned subsidiary of BloomZ Cayman;

 

●

“IPO” are to the Company’s initial public offering of 1,250,000 Ordinary Shares completed on July 25, 2024;

 

●

“Nasdaq” are to the Nasdaq Stock Market LLC;

 

●

“Ordinary Shares” are to ordinary shares of BloomZ Cayman, par value $0.00000002 per share;

 

●

“Production committee” are to a committee responsible for the production of the animation/video game, formed by an animation/video game-producing company, BloomZ Japan, and other investors;

 

●

“SEC” are to the U.S. Securities and Exchange Commission; and

 

●

“we,” “us,” “our,” “our Company,” or the “Company” are to one or more of BloomZ Cayman and its operating subsidiary, BloomZ Japan, as the case may be.

 

On December 11, 2023, the Company’s shareholders approved a sub-division of the Company’s authorized and issued Ordinary Shares at a ratio of 1:5,000, which became effective on December 11, 2023. As a result of the sub-division, the authorized share capital of the Company became US$50,000 divided into 2,500,000,000,000 shares of a par value of US$0.00000002 each, of which 11,185,000 Ordinary Shares were issued and outstanding after the sub-division. Unless otherwise indicated, all share amounts and per share amounts in this prospectus have been presented to give effect to the 1-for-5,000 sub-division of our Ordinary Shares.

 

 

RISK FACTORS

 

An investment in our Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Ordinary Shares, you should consider carefully the risks factors set forth in our most recent Annual Report on Form 20-F for the fiscal year ended September 30, 2024 on file with the SEC, which is incorporated by reference into this prospectus. If any of those risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks factors discussed in other parts of this prospectus and set forth in the Annual Report are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.

 

 

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

●

assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items;

 

●

our ability to execute our growth, and expansion, including our ability to meet our goals;

 

●

current and future economic and political conditions;

 

●

our capital requirements and our ability to raise any additional financing which we may require;

 

●

our ability to attract clients and further enhance our brand recognition;

 

●

our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

 

●

the COVID-19 pandemic; and

 

●

other assumptions described in this prospectus underlying or relating to any forward-looking statements.

 

We describe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under the section entitled “Item 3. Key Information — D. Risk Factors” in the Annual Report and the section entitled “Risk Factors” of this prospectus. We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

 

Industry Data and Forecasts

 

This prospectus and our SEC filings that are incorporated by reference into this prospectus contain or incorporate by reference market data and industry forecasts and projections, which were obtained or derived from publicly available information, reports of governmental agencies, market research reports, and industry publications and surveys. These sources generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of that information is not guaranteed. Although we believe such information to be accurate, we have not independently verified the data from these sources. However, we acknowledge our responsibility for all disclosures in this prospectus and our SEC filings that are incorporated by reference into this prospectus. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and additional uncertainties and risks regarding the other forward- looking statements in this prospectus due to a variety of factors, including those described in this section, the section entitled “Risk Factors,” the section entitled “Item 3. Key Information — D. Risk Factors” in the Annual Report, and elsewhere in this prospectus and our SEC filings that are incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the forecasts and estimates.

 

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

We are incorporated under the laws of the Cayman Islands as an exempted company limited by shares. We are incorporated under the laws of the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions, and the availability of professional and support services. The Cayman Islands, however, has a less developed body of securities laws as compared to the United States and provides significantly less protection for investors than the United States. Additionally, Cayman Islands companies may not have standing to sue in the Federal courts of the United States.

 

Substantially all of our assets are located in Japan. In addition, all of our directors and officers are nationals or residents of Japan and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

 

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

 

Conyers Dill & Pearman (“Conyers”), our counsel with respect to the laws of the Cayman Islands, and COACH Legal Professional Corporation (“COACH”), our counsel with respect to Japanese law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or Japan would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the Cayman Islands or Japan against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

 

We have been advised by Conyers that, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments with the United States), the courts of the Cayman Islands may recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and may give a judgment based thereon, provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from United States courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

 

 

In addition, COACH has advised the Company that it is uncertain whether the Japanese courts will (i) recognize or enforce judgments of United States courts obtained against the Company or any of its directors or officers under the civil liability provisions of the securities laws of the United States or any state of the United States or (ii) accept the original action brought in Japan against the Company or any of its directors or officers under the securities laws of the United States. Japan’s Civil Execution Act (Act No. 4 of 1979, as amended) and Code of Civil Procedure (Act No. 109 of 1996, as amended) require Japanese courts to deny requests for the enforcement of judgments of foreign courts where foreign judgments does not meet the requirements set forth in the Civil Execution Act and the Code of Civil Procedure, including the following:

 

●

the jurisdiction of the foreign court shall be recognized under laws, regulations, treaties, or conventions;

 

●

the defeated defendant has been served (excluding service by publication or other similar service) with the summons or order for the commencement of litigation, or that he/she did not receive such summons or order, but did respond to the summons or order;

 

●

the content of the judgment and the litigation proceedings are not contrary to public policy or good morals in Japan; and

 

●

there exists a guarantee of reciprocity as to the recognition by a court of the relevant foreign jurisdiction of a final judgment of a Japanese court.

 

Reciprocity is defined as the recognition in a foreign country of the validity of a judgment of a Japanese court of the same kind as that of a foreign court in that country under conditions not different in material respects from those in Japan, just as Japan recognizes the judgment of a foreign court, and the Japanese courts will determine the existence of reciprocity on a case-by-case basis for each judgment rendered by a foreign court

 

For example, Japanese courts recognize reciprocity for judgments of courts in the states of Hawaii, New York, California, and Nevada (mainly for monetary claims), but there is no guarantee that reciprocity will be recognized for judgments in other states or for different types of U.S. judgments. Therefore, U.S. court judgments for civil liability premised on U.S. federal and state securities laws may not be enforceable in Japan.

 

 

USE OF PROCEEDS

 

The Company will not receive any of the proceeds from the sale of the Resale Shares. The Selling Shareholders will receive all of the net proceeds from the sales of the Resale Shares under this prospectus. The Company has agreed to bear the expenses relating to the registration of the Resale Shares for the Selling Shareholders.

 

 

DIVIDEND POLICY

 

Since our inception, we have not declared or paid cash dividends on our Ordinary Shares. Any decision to pay dividends in the future will be subject to a number of factors, including our financial condition, results of operations, the level of our retained earnings, capital demands, general business conditions, and other factors our board of directors may deem relevant. We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the operation, development, and growth of our business, and, as a result, we do not expect to pay any dividends in the foreseeable future. Consequently, we cannot give any assurance that any dividends may be declared and paid in the future.

 

Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business.

 

If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our subsidiary, BloomZ Japan. Under the Japanese Companies Act (Act No. 86 of 2005, as amended), dividends must be paid from retained earnings and no dividend shall be paid out if the payment would cause the company to be insolvent (more precisely, if the amount of net assets after dividends falls below a certain amount as stipulated by the Companies Act). As a result, in the event that BloomZ Japan incurs debt on its own behalf in the future, its ability to pay dividends or other distributions to us may be limited.

 

Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars.

 

 

SELLING SHAREHOLDERS

 

The following table sets forth the names of the Selling Shareholders, the number of the Ordinary Shares that the Selling Shareholders beneficially owned prior to the offering, and the maximum number of the Resale Shares that may be offered for resale for the account of the Selling Shareholders under this prospectus. The table also provides information regarding the number and percentage of the Ordinary Shares beneficially owned by the Selling Shareholders after the offering of the shares as adjusted to reflect the assumed sale of all of the Resale Shares offered under this prospectus.

 

None of the Selling Shareholders is a broker-dealer or an affiliate of a broker-dealer. For the Resale Shares to be offered by the Selling Shareholders, and they do not have any agreement or understanding to distribute any of the Resale Shares being registered. Each Selling Shareholder may offer for sale from time to time any or all of the Resale Shares. The table below assumes that the Selling Shareholders will sell all of the Resale Shares offered for sale by this prospectus.

 

Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary Shares underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.

 

The Company may require the Selling Shareholders to suspend the sales of the Resale Shares offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.

 

 

Name of the Selling Shareholders		Ordinary Shares Beneficially Owned Prior to Offering(1)				Percentage Ownership Prior to Offering(2)				Maximum Number of Resale Shares to be Sold(3)				Number of Ordinary Shares Owned After Offering				Percentage Ownership After Offering
CyberStep, Inc.(4)			4,500,000				31.2	%			4,500,000				0				0	%
Lode Runner, Inc.(5)			1,400,000				9.7	%			1,400,000				0				0	%
Kazusa Aranami(6)			750,000				5.2	%			750,000				0				0	%
Junichi Ogata(7)			150,000				1.04	%			150,000				0				0	%
Kosuke Inoue(8)			125,000				0.9	%			125,000				0				0	%
Rui Sato(9)			100,000				0.7	%			100,000				0				0	%
Yuhi Mimura(10)			75,000				0.5	%			75,000				0				0	%
Hiromi Kashiwabushi(11)			50,000				0.3	%			50,000				0				0	%
Minoru Muranaga(12)			50,000				0.3	%			50,000				0				0	%
Yuichi Ishii(13)			50,000				0.3	%			50,000				0				0	%
HeartCore Enterprises, Inc.(14)			497,400				3.4	%			497,400				0				0	%
Spirit Advisors, LLC(15)			497,400				3.4	%			497,400				0				0	%
Teppei Matsuyama(16)			330,000				2.3	%			330,000				0				0	%
Badge Co., Ltd.(17)			225,000				1.6	%			225,000				0				0	%
Daisuke Koma(18)			225,000				1.6	%			225,000				0				0	%
Rideon Works Co., Ltd.(19)			225,000				1.6	%			225,000				0				0	%
Blue Rock Co., Ltd.(20)			165,000				1.1	%			165,000				0				0	%
Metax Inc.(21)			165,000				1.1	%			165,000				0				0	%
Hajime Hama(22)			165,000				1.1	%			165,000				0				0	%
Kazuki Kuwana(23)			100,000				0.7	%			100,000				0				0	%
Envy Capital LLC(24)			80,000				0.6	%			80,000				0				0	%
Syota Nakada(25)			50,000				0.3	%			50,000				0				0	%
Makoto Kimura(26)			50,000				0.3	%			50,000				0				0	%
Xuejing Zhao(27)			50,000				0.3	%			50,000				0				0	%
Masataka Horike(28)			50,000				0.3	%			50,000				0				0	%
Wataru Hagiwara(29)			50,000				0.3	%			50,000				0				0	%
Daisuke Takada(30)			50,000				0.3	%			50,000				0				0	%
Yuzuki Nakazawa(31)			50,000				0.3	%			50,000				0				0	%
Tokuya Saito(32)			50,000				0.3	%			50,000				0				0	%
Yu Yamade(33)			50,000				0.3	%			50,000				0				0	%
Sho Ichikawa(34)			50,000				0.3	%			50,000				0				0	%
Michitaka Kawabe(35)			50,000				0.3	%			50,000				0				0	%
Shiho Miura(36)			50,000				0.3	%			50,000				0				0	%
Hirokazu Okazawa(37)			50,000				0.3	%			50,000				0				0	%
Masashi Futada(38)			50,000				0.3	%			50,000				0				0	%
Masakazu Inada(39)			50,000				0.3	%			50,000				0				0	%
Minoru Hirata(40)			50,000				0.3	%			50,000				0				0	%
Aint Co., Ltd(41)			50,000				0.3	%			50,000				0				0	%

 

(1)	For the purpose of this table only, the offering refers to the resale of the Resale Shares by the Selling Shareholders listed above.

(2)	Based on 14,425,936 Ordinary Shares issued and outstanding as of the date of this prospectus.

(3)	This number represents all of the Resale Shares that the Selling Shareholders may resell, as applicable, all of which the Company agreed to register.

 

 

(4)

The number of Ordinary Shares beneficially owned prior to this offering represents 4,500,000 Ordinary Shares held by CyberStep, Inc., a widely held public company with securities listed on the Tokyo Stock Exchange. Based on the most recent annual securities report filed by CyberStep, Inc., no shareholder beneficially owns more than 10% of its outstanding common stock. As a result, voting and investment discretion with regard to these Ordinary Shares is ultimately controlled by the five-member board of directors of CyberStep, Inc., which presently consists of Rui Sato, Junichi Ogata, Kousuke Inoue, Tsuyoshi Suzuki, and Jiro Saito. The address for CyberStep, Inc. is Asahi Seimei Daitabashi Building 4F, 1-22-19 Izumi, Suginami-ku, 168-0063, Tokyo, Japan.

(5)	Rui Sato, exercises voting and/or dispositive power over 1,400,000 Ordinary Shares held by Lode Runner, Inc. Rui Sato is the representative director of CyberStep. The principal address of Lode Runner, Inc. is: 2-2-39 Jingumae, Shibuya-ku, 150-0001, Tokyo, Japan.

(6)	Kazusa Aranami, our director, chief executive officer, and chairperson, holds voting and/or dispositive power over 750,000 Ordinary Shares. The principal address of Kazusa Aranami is: 2-1-307 Haraikatamachi, Shinjuku-ku, Tokyo 162-0841, Japan.

(7)	Junichi Ogata, a director of CyberStep, holds voting and/or dispositive power over 150,000 Ordinary Shares. The principal address of Junichi Ogata is: 2-877-2 Amanumacho, Omiya-ku, Saitama-shi, Saitama-ken 330-0834 Japan.

(8)	Kosuke Inoue, a director of CyberStep, holds voting and/or dispositive power over 125,000 Ordinary Shares. The principal address of Kosuke Inoue is: 4-8-1609 Yotsuya, Shinjuku-ku, Tokyo 160-0004, Japan.

(9)	Rui Sato, the representative director of CyberStep, holds voting and/or dispositive power over 100,000 Ordinary Shares. The principal address of Rui Sato is: 2-10-5 Jingu-mae, Shibuya-ku, Tokyo 150-0001, Japan.

(10)	Yuhi Mimura, our director, holds voting and/or dispositive power over 75,000 Ordinary Shares. The principal address of Yuhi Mimura is: Room 102 Gibbon House, 4-20-14 Chuo, Nakano-ku, Tokyo 164-0011, Japan.

(11)	Hiromi Kashiwabushi, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Hiromi Kashiwabushi is: 29-17 Honcho, Wako-shi, Saitama-ken 351-0114 Japan.

(12)	Minoru Muranaga, our chief financial officer, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Minoru Muranaga is: 5-1-1-902 Nishigotanda, Shinagawa-ku, Tokyo 141-0031, Japan.

(13)	Yuichi Ishii, a former director of CyberStep, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Yuichi Ishii is: 4-19-7 Matsunamiaoba, Moriya-shi, Ibaraki-ken 302-0132 Japan.

(14)

Sumitaka Yamamoto, exercises voting and/or dispositive power over 497,400 Ordinary Shares held by HeartCore Enterprises, Inc. Sumitaka Yamamoto does not have, and has not had, any material relationship with the Company or any of its predecessors or affiliates within the past three years. The principal address of HeartCore Enterprises, Inc. is: 19303 Chablis Court, Saratoga, CA 95070 USA.

(15)	Robert Yu, exercises voting and/or dispositive power over 497,400 Ordinary Shares held by Spirit Advisors, LLC. Robert Yu does not have, and has not had, any material relationship with the Company or any of its predecessors or affiliates within the past three years. The principal address of Spirit Advisors, LLC is: 477 Madison Avenue, 6th floor New York, NY 10022.
(16)	Teppei Matsuyama, holds voting and/or dispositive power over 330,000 Ordinary Shares. The principal address of Teppei Matsuyama is: #1807 Park House Nakano Tower, 5-51-2 Nakano, Nakano-ku, Tokyo, Japan.

 

 

(17)	Koichiro Tamura, exercises voting and/or dispositive power over 225,000 Ordinary Shares held by Badge Co., Ltd. Koichiro Tamura does not have any material relationship with the Company or any of its predecessors or affiliates within the past three years. The principal address of Badge Co., Ltd. is: 6-7 Maruyamacho, Shibuya-ku, Tokyo, Japan.
(18)	Daisuke Koma, holds voting and/or dispositive power over 225,000 Ordinary Shares. The principal address of Daisuke Koma is: 8F 1-20-5 Ebisunishi, Shibuya-ku, Tokyo, Japan.
(19)	Hiroyuki Saito, exercises voting and/or dispositive power over 225,000 Ordinary Shares held by Rideon Works Co., Ltd. Hiroyuki Saito does not have any material relationship with the Company or any of its predecessors or affiliates within the past three years. The principal address of Rideon Works Co., Ltd. is: 1-32-7 Iriya, Taito-ku, Tokyo, Japan.

(20)	Nobuyuki Miyazawa, exercises voting and/or dispositive power over 165,000 Ordinary Shares held by Blue Rock Co., Ltd. Nobuyuki Miyazawa does not have any material relationship with the Company or any of its predecessors or affiliates within the past three years. The principal address of Blue Rock Co., Ltd. is: #402 2-5-6 Jingumae, Shibuya-ku, Tokyo, Japan.
(21)	Hiromichi Furui, exercises voting and/or dispositive power over 165,000 Ordinary Shares held by Metax Inc. Hiromichi Furui does not have any material relationship with the Company or any of its predecessors or affiliates within the past three years. The principal address of Metax Inc. is: 7F OCS TokyoSkyGate, 3-9-27 Tatsumi, Koto-ku, Tokyo, Japan.
(22)	Hajime Hama, holds voting and/or dispositive power over 165,000 Ordinary Shares. The principal address of Hajime Hama is: #402 2-5-6 Jingumae, Shibuya-ku, Tokyo, Japan.
(23)	Kazuki Kuwana, holds voting and/or dispositive power over 100,000 Ordinary Shares. The principal address of Kazuki Kuwana is: #701 Chofu The House, 2-12-1 Chofugaoka, Chofu-shi, Tokyo, Japan.
(24)	Kenji Sunada, exercises voting and/or dispositive power over 80,000 Ordinary Shares held by Envy Capital LLC. Kenji Sunada does not have any material relationship with the Company or any of its predecessors or affiliates within the past three years. The principal address of Envy Capital LLC is: 2F Sagami Bldg. 7-13-6 Ginza, Chuo-ku, Tokyo, Japan.
(25)	Syota Nakada, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Syota Nakada is: #301 Mansion Kuwabara, 8-7-5, Nishi-Shinjuku, Shinjuku-ku, Tokyo, Japan.
(26)	Makoto Kimura, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Makoto Kimura is: #303 Liberte Seiseki, 4-19-18 Ichinomiya, Tama-shi, Tokyo, Japan.
(27)	Xuejing Zhao, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Xuejing Zhao is: #205 Eda Heaim, 1-1-10, Edanishi, Aoba-ku, Yokohama-shi, Kanagawa, Japan.
(28)	Masataka Horike, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Masataka Horike is: 1-53-6 Karasuyama, Setagaya-ku, Tokyo, Japan.
(29)	Wataru Hagiwara, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Wataru Hagiwara is: 4-25-24 Segasaki, Urawa-ku, Saitama-shi, Saitama, Japan.
(30)	Daisuke Takada, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Daisuke Takada is: 7-25-5 Minami-Ikuta, Tama-ku, Kawasaki-shi, Kanagawa, Japan.

 

 

(31)	Yuzuki Nakazawa, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Yuzuki Nakazawa is: #204 4-8-10 Mukojima, Sumida-ku, Tokyo, Japan.
(32)	Tokuya Saito, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Tokuya Saito is: #601 4-3-7, Minamidai, Nakano-ku, Tokyo, Japan.
(33)	Yu Yamade, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Yu Yamade is: 2-5-11, Matsunamiaoba, Moriya-shi, Ibaraki, Japan.
(34)	Sho Ichikawa, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Sho Ichikawa is: #903 1-27-8, Motogou, Kawaguchi-shi, Saitama, Japan.
(35)	Michitaka Kawabe, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Michitaka Kawabe is: #601 3-1-27, Tsurumicho Tsurumi-ku, Yokohama-Shi, Kanagawa, Japan.
(36)	Shiho Miura, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Shiho Miura is: #304 1-44-10, Hatsudai, Shibuya-ku, Tokyo, Japan.

(37)	Hirokazu Okazawa, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Hirokazu Okazawa is: #2109-1-20-1 Sekido, Tama-shi, Tokyo, Japan.
(38)	Masashi Futada, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Masashi Futada is: 741-1, Sakae-cho, Yoshikawa-shi, Saitama, Japan.
(39)	Masakazu Inada, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Masakazu Inada is: #1508 Nakano Twin Mark Tower, 3-34-32 Nakano, Nakano-ku, Tokyo, Japan.
(40)	Minoru Hirata, holds voting and/or dispositive power over 50,000 Ordinary Shares. The principal address of Minoru Hirata is: #102 Heritage, 1220-1 Kinome, Kawagoe-shi, Saitama, Japan.
(41)	Aika Yoshida, exercises voting and/or dispositive power over 50,000 Ordinary Shares held by Aint Co., Ltd. Aika Yoshida does not have any material relationship with the Company or any of its predecessors or affiliates within the past three years. The principal address of Aint Co., Ltd is: 5F 9-6-30 Akasaka, Minato-ku, Tokyo, Japan.

 

 

MANAGEMENT

 

You should carefully review the information under the heading “Item 6. Directors, Senior Management and Employees” in the Annual Report, which is incorporated by reference herein. We have provided the following supplemental information to reflect updates made since the filing of the Annual Report.

 

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

 

The following individuals are our executive management and members of the board of directors.

 

Name		Age		Position(s)
Kazusa Aranami		36		Director, Chief Executive Officer, and Chairperson
Ryoshin Nakade		54		Director and Co-Chief Executive Officer
Yuhi Mimura		38		Director
Minoru Muranaga		57		Chief Financial Officer
Akira Sugimoto		59		Independent Director
Toshiyuki Sugiyama		57		Independent Director

 

The following is a brief biography of each of our executive officers and directors:

 

Ms. Kazusa Aranami is our founder and has served as our director, chief executive officer, and chairperson since our inception in April 2023 and as BloomZ Japan’s representative director and chief executive officer since its inception in October 2017. Prior to founding BloomZ Japan and our Company, Ms. Aranami worked as a voice actress and actress at four different voice actor management companies — JTB Entertainment, Kitty Production, Apt Pro Inc, and Quatrestella Co., Ltd., between April 2008 and December 2011, May 2013 and March 2015, April 2015 and July 2015, and August 2015 and September 2017, respectively. Ms. Aranami also worked as a freelance voice actress and actress between January 2012 and April 2013. Ms. Aranami received her vocational degree in Voice Acting from Yoyogi Animation Academy in 2007.

 

Mr. Ryoshin Nakade has served as our director and co-chief executive officer since March 2025. While serving the Company, Mr. Nakade also serves as the Chairman of Tokyo Robot Co., Ltd. Prior to joining the Company, Mr. Nakade was a founding member of AURA Lawyer Corporation. Mr. Nakade began his career as a staff member of The Azuma, a Japanese Certified Public Accountant office, and served in numerous leadership roles, including as a director, general manager, and senior advisor at AIP Securities, Samurai Securities, and IS Securities, respectively. In addition, Mr. Nakade currently holds positions as a representative at Wintech General Research Institute and an Institute of Intelligence and Management Researcher at Japan University of Economics Graduate School of Business. Mr. Nakade received his bachelor’s degree in Law from Toyo University in 1994, his master’s degree in Agriculture from Ibaraki University in 2014, and his Ph.D. in Agriculture from National Tokyo University of Agriculture and Technology in 2020.

 

Mr. Yuhi Mimura has served as our director since our inception in April 2023 and as BloomZ Japan’s director since its inception in October 2017. Prior to joining BloomZ Japan and our Company, Mr. Mimura worked as a staff member responsible for animation production progress at Asahi Production Inc., an animation-producing company, from December 2007 to October 2011, a manager at I Link Co., Ltd., a voice actor management company, from November 2011 to February 2014, a manager at Aksent. Co. Ltd., a voice actor management company, from March 2014 to September 2015, and a manager and a staff member responsible for audio production progress at Quatrestella Co., Ltd., a voice actor management company, from October 2015 to September 2017. Mr. Mimura received his vocational degree in Color Studies from Yoyogi Animation Academy in 2007.

 

 

Mr. Minoru Muranaga has served as our chief financial officer since August 2024 and as BloomZ Japan’s accounting manager since July 2023. Prior to joining the Company and BloomZ Japan, Mr. Muranaga worked as a manager at FORUM8 Co., Ltd., a Japanese software developer and supplier, between June 2018 and November 2022. Mr. Muranaga received his bachelor’s degree in Social Science from Waseda University in 1992 and has a certificate as a Japanese Certified Public Accountant.

 

Mr. Akira Sugimoto has served as our independent director since July 2024. Mr. Sugimoto is the founder and representative director of ActKnowledge Co., Ltd., a Japanese company that provides management consulting services. Prior to founding ActKnowledge Co., Ltd. in April 2023, Mr. Sugimoto worked for Mitsubishi UFJ Financial Group, Inc. (NYSE: MUFG), a Japanese bank holding and financial services company, for more than 20 years, including working as an inspector in different departments and subsidiaries and a chief consultant at Mitsubishi UFJ Research & Consulting Co., Ltd., Mitsubishi UFJ Financial Group, Inc.’s second tier subsidiary, and served as a director at Plan and D Co., Ltd., a Japanese consulting company, between January 2014 and March 2023. Mr. Sugimoto received his bachelor’s degree in Law from the University of Tokyo in 1989.

 

Mr. Toshiyuki Sugiyama has served as our independent director since October 2024. Mr. Sugiyama founded and has served as the representative director and the chief executive officer of CD One Limited Liability Company, a Japanese company that provides consulting services, since October 2012, founded and has served as a representative and the chief financial officer of Machete Inc., a Japanese apparel manufacturer, since June 2014, and founded and has served as a director and the chief operating officer of Chamber Management Co., Ltd., a Japanese company that provides management and marketing consulting services, since March 2021. Mr. Sugiyama received his bachelor’s degree in Business Management from Meiji University in 1990.

 

Family Relationships

 

None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

 

 

PRINCIPAL SHAREHOLDERS

 

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Ordinary Shares as of the date of this prospectus, and as adjusted to reflect the sale of the Resale Shares offered in this offering for:

 

●

each of our directors and executive officers; and

 

●

each person known to us to own beneficially more than 5% of our Ordinary Shares.

 

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this offering is based on 14,425,936 Ordinary Shares outstanding as of the date of this prospectus.

 

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that any such person have voting or investment power with respect to securities. In computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary Shares underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.

 

		Ordinary Shares Beneficially Owned Prior to this Offering								Ordinary Shares Beneficially Owned After this Offering
		Number				Percent				Number				Percent
Directors and Executive Officers(1):
Kazusa Aranami			750,000				5.2	%			0				0	%
Yuhi Mimura			75,000				0.5	%			0				0	%
Minoru Muranaga			50,000				0.3	%			0				0	%
Akira Sugimoto			—				—				—				—
Toshiyuki Sugiyama			—				—				—				—
Ryoshin Nakade			—				—				—				—
All directors and executive officers as a group (four individuals):			875,000				6.1	%			0				0	%
5% Shareholders:
CyberStep, Inc.(2)			4,500,000				31.2	%			0				0	%
Lode Runner, Inc.(3)			1,400,000				9.7	%			—				—
White Lion Capital, LLC(4)			1,443,136				10.0	%			—				—

 

Notes:

 

(1)	Unless otherwise indicated, the business address of each of the individuals is Toyo Recording 1F, 4-5-19 Akasaka, Minato-ku, Tokyo 107-0052, Japan.

(2)

Based on a Schedule 13G filed by CyberStep on November 14, 2024, the number of Ordinary Shares beneficially owned represents 4,500,000 Ordinary Shares held by CyberStep, a widely held public company with securities listed on the Tokyo Stock Exchange. Based on the most recent annual securities report filed by CyberStep, no shareholder beneficially owns more than 10% of its outstanding common stock. As a result, voting and investment discretion with regard to these Ordinary Shares is ultimately controlled by the five-member board of directors of CyberStep, which presently consists of Rui Sato, Junichi Ogata, Kousuke Inoue, Kunio Suzuki, and Jiro Saito. The address for CyberStep is Asahi Seimei Daitabashi Building 4F, 1-22-19 Izumi, Suginami-ku, 168-0063, Tokyo, Japan.

(3)

Based on a Schedule 13G filed by Lode Runner, Inc. on November 14, 2024, the number of Ordinary Shares beneficially owned represents 1,400,000 Ordinary Shares held by Lode Runner, Inc., a Japanese company 100% owned by Rui Sato. The address for Lode Runner, Inc. is 2-10-5 Jingumae, Shibuya-ku, 150-0001, Tokyo, Japan.

(4)

Based on a Schedule 13G filed by White Lion Capital, LLC (“White Lion”) on December 2, 2024, the number of Ordinary Shares beneficially owned represents (i) the direct ownership of 426,136 Ordinary Shares and (ii) the deemed ownership of 1,017,000 additional Ordinary Shares that White Lion has the right to acquire within 60 days of the date of such Schedule 13G. The business address of White Lion is 17631 Ventura Blvd., Suite 1008, Encino, CA 91316. White Lion’s principal business is that of a private investor. Dmitriy Slobodskiy Jr., Yash Thukral, Sam Yaffa, and Nathan Yee are the managing principals of White Lion. Therefore, each of Messrs Slobodskiy, Thukral, Yaffa, and Yee may be deemed to have sole voting control and investment discretion over securities beneficially owned directly by White Lion and, indirectly, by White Lion.

 

None of our shareholders has informed us that it is affiliated with a registered broker-dealer or is in the business of underwriting securities. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company.

 

 

PLAN OF DISTRIBUTION

 

The Selling Shareholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, after the effective date of the registration statement of which this prospectus forms a part, sell any or all of their Resale Shares being offered under this prospectus on any stock exchange, market or trading facility on which the Resale Shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may sell their respective Resale Shares covered by this prospectus from time to time, at market prices prevailing at the time of sale, at prices related to market prices, at a fixed price or prices subject to change or at negotiated prices, or in any manner permitted by the Securities Act, including any one or more of the following ways:

 

●

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

●

block trades in which the broker-dealer will attempt to sell the Resale Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

●

purchases by a broker-dealer as principal and resales by the broker-dealer for its account;

 

●

an exchange distribution in accordance with the rules of the applicable exchange;

 

●

privately negotiated transactions;

 

●

to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the SEC;

 

●

broker-dealers may agree with the Selling Shareholders to sell a specified number of such Resale Shares at a stipulated price per share;

 

●

a combination of any of these methods of sale; and

 

●

any other method permitted pursuant to applicable law.

 

The Resale Shares may also be sold under Rule 144 under the Securities Act of 1933, as amended, if available for a Selling Shareholder, rather than under this prospectus. The Selling Shareholders have the sole and absolute discretion not to accept any purchase offer or make any sale of the Resale Shares if they deem the purchase price to be unsatisfactory at any particular time.

 

The Selling Shareholders may pledge their Resale Shares to their brokers under the margin provisions of customer agreements. If a Selling Shareholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged Resale Shares.

 

Broker-dealers engaged by the Selling Shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of the Resale Shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law.

 

If sales of the Resale Shares offered under this prospectus are made to broker-dealers as principals, the Company would be required to file a post-effective amendment to the registration statement of which this prospectus forms a part. In the post-effective amendment, the Company would be required to disclose the names of any participating broker- dealers and the compensation arrangements relating to such sales.

 

 

The Selling Shareholders and any broker-dealers or agents that are involved in selling the Resale Shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any profit on the resale of the Resale Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell the Resale Shares offered under this prospectus unless and until the Company sets forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus forms a part.

 

The Selling Shareholders and any other persons participating in the sale or distribution of the Resale Shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the Resale Shares by, the Selling Shareholders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the securities.

 

The Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the Resale Shares in the course of hedging transactions, broker-dealers or other financial institutions may engage in short sales of the Resale Shares in the course of hedging the positions they assume with a Selling Shareholder. The Selling Shareholders may also sell the Resale Shares short and redeliver the securities to close out such short positions. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of the Resale Shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to such prospectus, as supplemented or amended to reflect such transaction to the extent required. The Selling Shareholders may also pledge the Resale Shares offered hereby to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged Resale Shares pursuant to this prospectus, as supplemented or amended to reflect such transaction to the extent required.

 

The Selling Shareholders may enter into derivative transactions with third parties or sell their respective Resale Shares to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell the Resale Shares covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use the Resale Shares pledged by a Selling Shareholder or borrowed from a Selling Shareholder or others to settle those sales or to close out any related open borrowings of stock and may use such Resale Shares received from such Selling Shareholders in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).

 

The Company may authorize underwriters, dealers and agents to solicit from third parties offers to purchase the Resale Shares under contracts providing for payment and delivery on future dates. The applicable prospectus supplement will describe the material terms of these contracts, including any conditions to the purchasers’ obligations, and will include any required information about commissions the Company may pay for soliciting these contracts.

 

 

In connection with the offering of the Resale Shares, underwriters may purchase and sell the Resale Shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by underwriters of a greater number of shares than they are required to purchase in connection with the offering of the Resale Shares. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional Ordinary Shares from the Selling Shareholders in the offering of the Resale Shares. Such underwriters may close out any covered short position by either exercising their option to purchase additional Ordinary Shares or purchasing the Ordinary Shares in the open market. In determining the source of the Ordinary Shares to close out the covered short position, such underwriters will consider, among other things, the price of the Ordinary Shares available for purchase in the open market as compared to the price at which they may purchase the Ordinary Shares through an over-allotment option, if any. “Naked” short sales are any sales in excess of such option. Such underwriters must close out any naked short position by purchasing the Ordinary Shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Ordinary Shares in the open market after pricing that could adversely affect investors who purchase the Ordinary Shares in the offering of the Resale Shares. Stabilizing transactions consist of various bids for or purchases of the Ordinary Shares made by such underwriters in the open market prior to the completion of the offering of the Resale Shares.

 

Such underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to other underwriters a portion of the underwriting discount received by it because the representatives have repurchased the Ordinary Shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

 

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of the Ordinary Shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the Ordinary Shares. As a result, the price of the Ordinary Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time.

 

In addition, a Selling Shareholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus forms a part by delivering a prospectus. Such members, partners or stockholders would thereby receive freely tradeable Ordinary Shares pursuant to the distribution through such registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), the Company may file a prospectus supplement in order to permit the distributees to use such prospectus to resell such Ordinary Shares acquired in such distribution.

 

The Resale Shares covered by this prospectus may also be sold in private transactions or under Rule 144 under the Securities Act rather than pursuant to such prospectus.

 

If any of the Resale Shares offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. The Company offers no assurance as to whether any of the Selling Shareholders will sell all or any portion of the Resale Shares offered under this prospectus.

 

The Company has agreed to pay all fees and expenses it incurs incident to the registration of the Resale Shares being offered under this prospectus. However, each Selling Shareholder and purchaser is responsible for paying any discounts, and similar selling expenses they incur.

 

The Company and the Selling Shareholders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

 

 

LEGAL MATTERS

 

We are being represented by Hunter Taubman Fischer & Li LLC with respect to certain legal matters as to United States federal securities and New York State law. The validity of the Ordinary Shares offered in this offering and certain other legal matters as to Cayman Islands law will be passed upon for us by Conyers Dill & Pearman, our counsel as to Cayman Islands law. Legal matters as to Japanese law will be passed upon for us by COACH Legal Professional Corporation, our counsel as to Japanese law.

 

EXPERTS

 

The consolidated financial statements for the fiscal year ended September 30, 2024 incorporated in this prospectus by reference to the Annual Report have been so incorporated in reliance on the report of Assentsure PAC, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The office of Assentsure PAC is located at 180B Bencoolen St #03-01, The Bencoolen, Singapore 189648.

 

The consolidated financial statements for the fiscal years ended September 30, 2023 and 2022 incorporated in this prospectus by reference to the Annual Report have been so incorporated in reliance on the report of TAAD LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The office of TAAD LLP is located at 20955 Pathfinder Rd, Suite 370, Diamond Bar, California 91765.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act, covering the Resale Shares offered by this prospectus. You should refer to our registration statements and their exhibits and schedules if you would like to find out more about us and about the Ordinary Shares. This prospectus summarizes material provisions of contracts and other documents that we refer you to. Since the prospectus may not contain all the information that you may find important, you should review the full text of these documents.

 

We are subject to periodic reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under the federal proxy rules contained in Sections 14(a), (b) and (c) of the Exchange Act, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

 

The SEC maintains a website that contains reports, proxy statements, and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov. The information on that website is not a part of this prospectus.

 

No dealers, salesperson, or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

 

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

We are allowed to incorporate by reference the information we file with the SEC, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference in this prospectus the documents listed below:

 

●

Our Annual Report on Form 20-F for the year ended September 30, 2024 filed with the SEC on February 14, 2025; and

 

●

Our Current Reports on Form 6-K filed with the SEC on October 4, 2024, October 24, 2024, October 25, 2024, December 9, 2024, February 26, 2025 and March 14, 2025 (to the extent expressly incorporated by reference into our effective registration statements filed by us under the Securities Act).

  

The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus.

 

As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.

 

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of these filings, at no cost, upon written or oral request to us at the following address:

 

BloomZ Inc.

Address: Toyo Recording 1F, 4-5-19 Akasaka, Minato-ku, Tokyo 107-0052, Japan 

Tel: +81 050-3138-4984

Attention: Minoru Muranaga, Company Contact Person

 

You also may access the incorporated reports and other documents referenced above on our website at https://www.bloomz-inc.com. The information contained on, or that can be accessed through, our website is not part of this prospectus.

 

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, or such earlier date, that is indicated in this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

 

 

Until [●], 2025 (the 25^th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

10,774,800 Ordinary Shares

 

 

 

BLOOMZ INC.

 

Prospectus dated [●], 2025

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty.

 

Our articles of association provide that we will indemnify every director, secretary, assistant secretary, or other officer for the time being and from time to time of our Company (but not including our auditors) and the personal representatives of the same and from: (a) all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained by such person, other than by reason of such person’s own dishonesty, willful default, or fraud, in or about the conduct of our business or affairs or in the execution or discharge of that person’s duties, powers, authorities, or discretions; and (b) without limitation to paragraph (a) above, all costs, expenses, losses, or liabilities incurred by such person in defending (whether successfully or otherwise) any civil proceedings concerning us or our affairs in any court, whether in the Cayman Islands or elsewhere.

 

Pursuant to indemnification agreement filed as Exhibit 10.2 to this registration statement, we will agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

 

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

 

During the past three years, we have issued the following securities, which were not registered under the Securities Act. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

 

On April 24, 2023, we issued an aggregate of 7,845,000 Ordinary Shares to BloomZ Japan’s shareholders for the exchange of their 100% of the equity interests in BloomZ Japan.

 

On August 25, 2023, we issued an aggregate of 3,335,000 Ordinary Shares to BloomZ Japan’s shareholders for the exchange of their equity interests in BloomZ Japan, which was issued by BloomZ Japan on May 31, 2023.

 

On December 11, 2023, the Company’s shareholders approved a sub-division of the Company’s authorized and issued Ordinary Shares at a ratio of 1:5,000, which became effective on December 11, 2023. As a result of the sub-division, the authorized share capital of the Company became US$50,000 divided into 2,500,000,000,000 shares of a par value of US$0.00000002 each, of which 11,185,000 Ordinary Shares were issued and outstanding after the sub-division.

 

On July 25, 2024, the Company completed its IPO of 1,250,000 Ordinary Shares at a public offering price of $4.30 per share. The gross proceeds raised from the IPO were approximately $5.38 million prior to deducting underwriting discounts and other offering expenses payable by the Company.

 

On August 26, 2024, we issued 497,400 Ordinary Shares to HeartCore Enterprises, Inc., a Delaware corporation, and 497,400 Ordinary Shares to Spirit Advisors, LLC, a Delaware limited liability company, in consideration of the services they provided to the Company in connection with the Company’s IPO in July 2024.

 

On November 7, 2024, we issued 500,000 Ordinary Shares to Network 1 Financial Securities, Inc. and its employees as a portion of the finder’s fee, in connection with the White Lion Purchase Agreement.

 

On November 7, 2024, November 12, 2024, November 13, 2024, November 14, 2024, November 15, 2024, and November 19, 2024, we issued 436,136, 10,000, 10,000, 10,000 and 20,000 Ordinary Shares, respectively, to White Lion based on the White Lion Purchase Agreement.

 

These shares are presented on a retroactive basis to reflect the sub-division.

 

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a) Exhibits

 

See Exhibit Index beginning on page II-4 of this registration statement.

 

(b) Financial Statement Schedules

 

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

 

 

ITEM 9. UNDERTAKINGS.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

The undersigned registrant hereby undertakes that:

 

(a)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

	(1)	To include any prospectus required by section 10(a)(3) of the Securities Act;
	(2)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(3)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

(b)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

	(c)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(d)	To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

 

 

	(e)	That, for the purpose of determining liability under the Securities Act to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
	(f)	That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

	(1)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
	(2)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(3)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	(4)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

	(g)	For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(h)	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

EXHIBIT INDEX

 

		Description
3.1**		Amended and Restated Memorandum of Association, effective dated December 11, 2023, and Articles of Association, effective dated July 1, 2024 (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023)
4.1**		Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023)
5.1**		Opinion of Conyers Dill & Pearman regarding the validity of the Ordinary Shares being registered
10.1**		Form of Employment Agreement by and between executive officers and the Registrant (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023)
10.2**		Form of Indemnification Agreement with the Registrant’s directors and officers (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023)
10.3**		Form of Director Offer Letter between the Registrant and its directors (incorporated by reference to Exhibit 10.3 of our Registration Statement on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023)
10.4**		Consulting and Services Agreement dated January 11, 2023 and an Amendment to Consulting and Services Agreement dated September 14, 2023, by and between the Registrant and HeartCore Enterprises, Inc. (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023)
10.5**		English Translation of Form of Service Agreement (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023)
10.6**		English Translation of the loan agreement by and between the Registrant and CyberStep dated August 29, 2024 (incorporated by reference to Exhibit 10.1 of our Form 6-K filed with the Securities and Exchange Commission September 5, 2024)
10.7**		Ordinary Share Purchase Agreement, dated as of October 1, 2024, by and between the Registrant and White Lion Capital, LLC (incorporated by reference to Exhibit 99.1 of our Form 6-K (File No. 001-42186) filed with the Securities and Exchange Commission on October 4, 2024)
10.8**		Registration Rights Agreement, dated as of October 1, 2024, by and between the Registrant and White Lion Capital, LLC (incorporated by reference to Exhibit 99.2 of our Form 6-K (File No. 001-42186) filed with the Securities and Exchange Commission on October 4, 2024)
23.1*		Consent of TAAD LLP
23.2**		Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
23.3**		Consent of COACH Legal Professional Corporation
23.4*		Consent of Assentsure PAC
24.1*		Powers of Attorney (included on signature page)
107**		Filing Fee Table (incorporated by reference to Exhibit 107 of our Registration Statement on Form F-1 (File No. 333-275223) initially filed with the Securities and Exchange Commission October 31, 2023 and Exhibit 107 of our Registration Statement on Form F-1 (File No. 333-282354) initially filed with the Securities and Exchange Commission September 27, 2024)

 

*	Filed herewith
**	Previously filed

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tokyo, on March 19, 2025.

 

	BloomZ Inc.
	By:	/s/ Kazusa Aranami
		Kazusa Aranami
		Chief Executive Officer, Director, and Chairwoman of the Board of Directors
		(Principal Executive Officer)

 

Powers of Attorney

 

Each person whose signature appears below constitutes and appoints each of Kazusa Aranami and Minoru Muranaga as attorneys-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act, and any rules, regulations, and requirements of the U.S. Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of securities of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Kazusa Aranami		Chief Executive Officer, Director, and		March 19, 2025
Name: Kazusa Aranami		Chairwoman of the Board of Directors (Principal Executive Officer)
/s/ Ryoshin Nakade		Co-Chief Executive Officer and Director		March 19, 2025
Name: Ryoshin Nakade		(Principal Executive Officer)
/s/ Minoru Muranaga		Chief Financial Officer		March 19, 2025
Name: Minoru Muranaga		(Principal Accounting and Financial Officer)
/s/ Yuhi Mimura		Director		March 19, 2025
Name: Yuhi Mimura
/s/ Akira Sugimoto		Director		March 19, 2025
Name: Akira Sugimoto
/s/ Toshiyuki Sugiyama		Director		March 19, 2025
Name: Toshiyuki Sugiyama

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America of BloomZ Inc., has signed this registration statement or amendment thereto in New York, NY on March 19, 2025.

 

	COGENCY GLOBAL INC.
	Authorized U.S. Representative
	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Sr. Vice President on behalf of Cogency Global Inc.

 

 

II-6

 

Exhibit 23.1

 

 

Consent of Independent Registered Public Accounting Firm

 

To the Board of Directors BloomZ Inc.:

 

We hereby consent to the incorporation by reference in this Registration Statement of BloomZ Inc. (the “Company”) on Post-Effective Amendment NO.1 to Form F-1 of our report dated March 19, 2024, except for note 14 as to which date is June 14, 2024, with respect to the audited financial statements of the Company for the years ended  September 30, 2023 and 2022, appearing in the Company’s Annual Report on Form 20-F for the year ended September 30, 2024.

 

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ TAAD, LLP

 

Diamond Bar, California

 

March 19, 2025

 

Exhibit 23.4

 

		Assentsure PAC UEN – 201816648N 180B Bencoolen Street #03-01 The Bencoolen Singapore 189648 http://www.assentsure.com.sg

 

 

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference of our report dated February 14, 2025, in this Registration Statement on Post-Effective Amendment No. 1 to Form F-1, with respect to the consolidated financial statements of BloomZ Inc. and its subsidiary as of and for the year ended September 30, 2024, appearing in it annual report on Form 20-F for the year ended September 30, 2024. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the reference to our firm under the heading “Experts” in this Registration Statement.

/s/ Assentsure PAC Singapore

March 19, 2025

 

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