BloomZ provides audio production for animation and video games. It also manages virtual animated characters and offers voice actor workshops. (Incorporated in the Cayman Islands) 

We conduct all of our operations through BloomZ Japan, our subsidiary. BloomZ Japan is an audio production and voice actor management 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 devoted 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 (“BGM”) 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-production 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 JPY39,227 thousand, JPY120,121 thousand and JPY64,633 thousand during the six months ended March 31, 2023 and the fiscal years ended September 30, 2022 and 2021, which accounted for approximately 63.1%, 83.2%, and 78.4% of our total revenue for those periods, respectively.

VTuber Management Business

We commenced our VTuber management business in December 2021. A “VTuber” 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.

“Hoshimeguri Gakuen” is a VTuber group consisting of 18 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; Fan Box, 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 Fan Box 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 six months ended March 31, 2023 and the fiscal year ended September 30, 2022, the revenue generated from the VTuber management business was JPY19,073 thousand and JPY18,630 thousand, which accounted for approximately 30.7% and 12.8% of our total revenue for those periods, respectively. Among the revenue generated from the VTuber management business during the six months ended March 31, 2023, 42.9%, 36.4%, 7.7%, and 13.0% came from YouTube, BOOTH, Avex Entertainment Inc., and others, respectively. During the fiscal year ended September 30, 2022, 54.0%, 26.4%, 6.6%, and 13% came from YouTube, BOOTH, Fan Box, 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. (“CyberStep”) 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 March 31, 2023, we had a total of 62 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 JPY2,548 thousand, JPY5,805 thousand and JPY4,780 thousand during the six months ended March 31, 2023 and the fiscal years ended September 30, 2022 and 2021, which accounted for approximately 4.1%, 4.0%, and 5.8% of our total revenue for those periods, respectively.

Note: Net loss and revenue are for the fiscal year that ended Sept. 30, 2023.

(Note: BloomZ priced its micro-cap IPO at $4.30 – as expected – and priced 1.25 million shares – the number in the prospectus – to raise $5.375 million on Tuesday night, July 23, 2024. Background: BloomZ said its assumed IPO price is expected to be $4.30 – and kept the number of shares at 1.25 million – to raise $5.375 million, according to an FWP filing (Free Writing Prospectus) with the SEC on July 2, 2024; the document is dated June 14, 2024. Background: BloomZ filed its F-1/A on Dec. 27, 2023, and disclosed terms for its IPO: 1.25 million shares at $4.00 to raise $5.0 million.)