We conduct all of our operations through our subsidiary in Japan, BloomZ Japan. BloomZ Japan is an audio producing and voice actor managing company, which aims to promote voice acting to the world stage, as an essential component of animation and an aspect of Japanese culture. Since our inception in 2017, we have been devoting ourselves to providing audio production services as well as voice acting educational services to Japanese youth who wish to become professional voice actors. We are currently engaged in three lines of business: (i) the audio production business; (ii) the VTuber management business; and (iii) the voice actor workshop business. Audio Production Business Since our inception in 2017, we have provided comprehensive audio production services for animation and video games. The procedure of comprehensive audio production begins once the animation/video game-producing company initially completes the visual works of the animation/video game and generally consists of dubbing, background music (ÒBGMÓ) producing, and mixing. We have developed certain cooperating models with animation/video game-producing companies, under which we receive the audio production fees from the production committee/video game-producing companies for our comprehensive audio production services. In particular, we can choose to invest in the whole animation-producing project under the cooperating model for animation production and would be entitled to share the profit based on our investment ratio after the animations are sold. The fees paid by the production committee/video game-producing companies for our comprehensive audio production services are the primary income of our audio production business, and they amounted to approximately JPY63,835 thousand and JPY120,121 thousand during the fiscal years ended September 30, 2023 and 2022, which accounted for approximately 49.8% and 83.2% of our total revenue for those periods, respectively. VTuber Management Business We commenced our VTuber management business in December 2021. A ÒVTuberÓ is a virtual character (animated character) we create by utilizing motion-capture technology for our streamers to provide their voice to stream real-time videos featuring human facial expressions and gestures, which can also communicate and interact with audiences through the chat function by embedding in live-streaming platforms. ÒHoshimeguri GakuenÓ is a VTuber group consisting of 16 of the affiliated VTubers, as of the date of this prospectus, we have managed and operated since its debut in December 2021. Our affiliated VTubers mainly focus on real-time live streaming on online platforms such as YouTube, a video distribution platform operated by Google LLC; FANBOX, a sharing platform that allows creators to present their photos, music, films and other forms of artwork operated by Pixiv Inc.; and BOOTH, an online marketplace for creators sell their artwork operated by Pixiv Inc., such as chatting, singing, and game live streaming. Besides interactive real-time live streaming, we also sell goods and digital merchandise featuring the virtual characters of our affiliated VTubers on FANBOX and BOOTH. In addition, our affiliated VTubers also participate and perform in online live streaming events held by other companies, such as VirtualThruLens, a VTuber online live streaming event held by Avex Entertainment Inc. Most of the revenue of the VTuber management business was from the profits distributed by the online platforms and the performing fees distributed by the host companies of live streaming events. For the fiscal years ended September 30, 2023 and 2022, the revenue generated from the VTuber management business was JPY57,442 thousand and JPY18,630 thousand, which accounted for approximately 44.8% and 12.8% of our total revenue for those periods, respectively. Among the revenue generated from the VTuber management business during the fiscal year ended September 30, 2023, 29.0%, 42.5%, 2.1%, and 26.3% came from YouTube, BOOTH, FANBOX, and others, respectively. During the fiscal year ended September 30, 2022, 54.0%, 26.4%, 6.6%, and 13% came from YouTube, BOOTH, FANBOX, and others, respectively. Voice Actor Workshop Business We have provided professional and practical voice acting educational services through our voice actor workshops since our inception in 2017. In cooperation with active professional voice actors, we regularly host physical voice actor workshops four times a month in the studios leased by CyberStep, Inc. (ÒCyberStepÓ) in Tokyo, Japan. CyberStep permits such use at no charge. To cultivate young voice actors and their abilities to work as a professional, we provide our members basic vocalization-related lessons and combine actual animation and video game scripts into the training sections to equip them with practical skills and mannerisms in dubbing and audio production. As of September 30, 2023, we had a total of 70 registered members who had participated in our workshops. We generally charge every registered member a membership fee of JPY22 thousand monthly for four lessons in one month. Membership fees from the registered members provide the primary income of our voice actor workshop business, and they amounted to JPY5,054 thousand and JPY5,805 thousand during the fiscal years ended September 30, 2023 and 2022, which accounted for approximately 3.9% and 4.0% of our total revenue for those periods, respectively. Our principal executive offices are located at Toyo Recording 1F, 4-5-19 Akasaka, Minato-ku, Tokyo 107-0052, Japan. Our registered office in the Cayman Islands is located at the offices of Conyers Trust Company (Cayman) Limited, whose physical address is Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman, KY1-1111, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY.
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