We operate 11 pachinko gaming halls in Japan, as of March 15, 2024. (Incorporated in Japan)

We are a large and growing pachinko hall operator in Japan. Libera Gaming Operations, Inc. was founded in Japan in May 1965 and has been operating pachinko halls for over 58 years. Pachinko halls provide a venue for customers to play two types of recreational arcade games: “pachinko” and “pachislot,” which are played using pachinko balls and pachislot tokens, respectively, for the purpose of obtaining more balls and tokens and exchanging them for prizes. Customers can convert some prizes into cash by having independent buyers from pachinko halls buy them. The pachinko and pachislot industry is highly regulated under Japanese laws and regulations. Playing pachinko and pachislot machines are not considered a form of gambling in Japan because customers do not directly win cash. They win tokens that may be redeemed for prizes, which in turn may be sold for cash by independent buyers. We have over 58 years of experience in the pachinko industry, operating eleven pachinko halls in Japan as of March 15, 2024. There are only 161 pachinko hall operators that operate more than ten pachinko halls out of a total of 1,623 operators in Japan as of 2023, and we are one of the largest pachinko hall operators as we are in top 10% of all pachinko hall operators with respect to the number pachinko halls operated (Source: “Pachinko hall operator survey 2023”, Yano Research Institute). For the years ended October 31, 2023 and 2022, with respect to our pachinko operation business, we reported total revenues of ¥4,874,215 thousand (US$32,182 thousand) and ¥3,966,010 thousand, respectively.

We also operate a real estate business, in which we conduct real estate redevelopment, property rental and property brokerage. We focus our real estate business in the central Tokyo area, where we use our experience and our network of real estate brokers gained through our pachinko and pachislot business to determine investment decisions with a goal of maintaining a profitable real estate business. Our main source of real estate revenue is from real estate redevelopment. We purchase old real estate in the central Tokyo area where we expect increasing demand in the future and we believe rents and asset values are unlikely to decline, and we redevelop and renovate the properties by using third party contractors with a goal to generate higher rental revenue. We believe the central Tokyo area has many prospective buyers, and therefore we believe that we can sell the real estate and generate a high profit in a short period of time. In addition, since we have historically purchased real estate for redevelopment purposes in what we consider good locations close to train stations in the city center, we believe we can generate rental revenue during the period between our purchase of the properties until we begin redevelopment. During the year ended October 31, 2023 we generated ¥980,543 thousand (US$6,474 thousand) from the sale of one property and during the year ended October 31, 2022 we generated ¥3,705,626 thousand from the sale of two properties. We believe that the real estate market in Tokyo is relatively cheaper than other international cities, and as such we expect that more investors will be attracted to property in Tokyo and the real estate market will continue to grow in the future.

For the years ended October 31, 2023 and 2022, we reported total revenues of ¥6,106,306 thousand (US$40,317 thousand) and ¥7,906,120 thousand, respectively, net income of ¥557,802 thousand (US$3,685 thousand) and ¥200,185 thousand, respectively, and net cash provided by operating activities of ¥3,203,829 thousand (US$21,153 thousand) and ¥5,257,783 thousand, respectively, on a consolidated basis. As noted in our audited consolidated financial statements, as of October 31, 2023, we had retained earnings of ¥10,375,305 thousand (US$68,502 thousand). As noted in our audited consolidated financial statements, as of October 31, 2023, we had total liabilities of ¥17,769,154 thousand (US$117,319 thousand).

Note: Net income and revenue are in U.S. dollars (converted from the Japanese yen) for the fiscal year that ended Oct. 31, 2023.

(Note: Libera Gaming Operations said it has applied to the NASDAQ as its listing venue, according to a Free Writing Prospectus dated Sept. 18, 2024, for its micro IPO – just 1.25 million shares at $4.00 – the low end of its $4.00-to-$6.00 price range – to raise $5.0 million. Background: Libera Gaming Operations increased the number of shares in its IPO to 1.25 million shares – up from 1.0 million – and cut the price range to $4.00 to $6.00 – down from $5.00 to $7.00  previously – to raise $6.0 million, assuming that the IPO will be priced at $4.00, the low end of its new range, according to an F-1/A filing dated Sept. 16, 2024. Background: Libera Gaming Operations said in a June 26, 2023, filing that it intends to apply to the NYSE – American Exchange to list its stock. The company has already applied to the NASDAQ to list its stock.)

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