(Incorporated in Japan)

Note: This is a NASDAQ direct listing – NOT an IPO, according to GATES Group’s F-1/A filing dated July 22, 2025. Existing shareholders will sell the stock in this direct listing. No details on the size or the timing were disclosed in the SEC filing. Gates Group previously had filed plans for a $6 million IPO – 1 million shares at $5.50 to $6.50 – with a market cap of $163 million; that process began with its F-1 filing on Dec. 2, 2024.

We are a real estate company based in Tokyo. We buy and resell condominiums and solar generation facilities in Japan. Our customers are real estate sales companies and individual investors. We provide a one-stop service that includes in-house procurement, sales, management and operational support for condominiums and solar power generation facilities.

We provide various services related to real estate under the two domains, “GATES AUCTION” and “GATES FUNDING” – and we are currently engaged in the following businesses: 

GATES AUCTION

*We purchase condominiums and solar power generation facilities from property owners and sell them primarily to real estate sales companies and individual investors;

*We renovate and resell real estate;

*We provide real estate management services such the collection of rent fees, repairs and restoration of properties;

*We provide real estate brokerage services;

*We provide consulting services for the sale of condos, and

*We provide real estate leasing services.

GATES FUNDING

We operate in the financial services sector, offering a real estate crowdfunding platform, where we raise funds from our members to purchase real estate and distribute the proceeds from their management and sale. The members only acquire the right to claim dividends and the right to claim refunds of their investments upon the completion of the real estate project. Such dividends and refunds are based on the net proceeds from rental income and sale of properties. More specifically, the members do not acquire ownership or securities representing ownership in a property or a fractional ownership of a property as the investments of the members are made through an anonymous partnership (as described under “Description of Business” on page 61 of this prospectus). This crowdfunding business with anonymous partnership agreements (which are not considered to be securities in Japan) is only being conducted in Japan. Additionally, we provide lending services.

Since our inception, we have compiled and analyzed a growing database of real estate ownership information (approximately 700,000 properties). This has enabled us to develop a proprietary algorithm that assesses the likelihood of a specific owner needing to sell their property, evaluating factors such as the property purchased, the purchase date, other properties owned, and the estimated occupation of the owner. We currently use this algorithm in the business of purchase and sales of real estate. We continuously update and maintain the database to ensure we leverage the most up-to-date and relevant information for our real estate transactions.

Our Mission “Real Estate Around the World in Your Hand”

In Japan, the phrase “120-year life period” describes the aging society where people will live to 120 years old due to the progress of medical technologies. In such a society, we believe that people will have to rely solely on pension income for approximately half of their lives after retirement and we believe that individual asset building is necessary to establish a more secure life after retirement. In Japan, while the market for asset building in terms of dollars is growing, we believe only a few companies offer small-lots of real estate overseas for investment, and that market has not yet been established. We aim to provide overseas real estate in small lots through our crowdfunding service, and we believe that this will make it easier for anyone to start asset building through overseas real estate. We also aim to provide opportunities for overseas investors to invest in Japanese real estate more easily by establishing an auction platform in the future.

Our mission is to create a world where everyone can freely and fairly build assets through real estate, under our corporate message of “Real Estate Around the World in Your Hand”. We aim to lower the threshold for purchasing real estate and create a transparent and fair market in which everyone can participate. Through our technology and business model, we believe we provide our clients with a viable form of asset building towards retirement.

Note: Net income and revenue are in U.S. dollars for the 12 months that ended Dec. 31, 2024.

Note: A direct listing does not have underwriters. D. Boral Capital is the financial advisor.