(Incorporated in Delaware)

AMATUHI HOLDINGS, Inc., was incorporated on June 24, 2025, in Delaware to act as the holding company of AMATUHI Inc. AMATUHI Inc. (“AMATUHI”) was incorporated on February 22, 2021, and is an operating company in Japan with the headquarter in Yokohama, Kanagawa, and a branch in Osaka. AMATUHI operates under the “AMANEKU” brand in Japan.

Our company operates group homes in Japan for people with disabilities under the brand name of “AMANEKU.” “AMANEKU” is a “communal living assistance” service based on the “Comprehensive Support for Persons with Disabilities Act” which is implemented based on the self-support benefits provided by the Japanese government under the act. The act supports people who wish to live independently so that they can advance toward their respective goals through communal living in small groups and interaction with the local community.

In the fiscal year that ended March 31, 2025, Amatuhi added 18 group homes and cumulatively operated 29 group homes, according to the prospectus.

AMANEKU provides group homes with Daytime Service Support, which was established as a result of amendments to the Comprehensive Support for Persons with Disabilities Act, that allows for the provision of extensive 24-hour services in response to the increasing aging population and people with disabilities.

Our primary services to the disabled include but are not limited to: Three nutritionally balanced meals daily, counselling and support, assistance with personal care (bathing, dressing, mobility, oral care), medication management, money management, room cleaning, working with medical professionals to provide required medical care and helping our clientele with public assistance, pensions and family matters.

AMANEKU daytime support group homes are mainly two-story buildings with a capacity of 10 residents on each floor. Based on the aging population in Japan, there is a shortage of group homes for people with severe disabilities. Our Company is working to fulfil the needs of the growing disabled population, by providing a number of services to address their needs.

We are reimbursed for the services we provide to disabled people through Japanese government funding issued under the Comprehensive Support for Persons with Disabilities Act.

We are engaged in businesses that support the lives of people with disabilities, including the construction of group homes for people with disabilities and social participation for people with disabilities.

We are specialized in designing, constructing and operating group homes for individuals with disabilities. We also focus on providing supportive living environments, particularly for individuals with significant needs through our Daytime Service Support Type group homes. We are expanding within a market characterized by high demand and insufficient supply, positioning ourselves as a key provider addressing critical social needs related to disability care and housing.

AMATUHI specializes in providing communal living assistance (group homes) as defined under Japan’s “Comprehensive Support Law for Persons with Disabilities.” This is a government-regulated sector where services are funded primarily through social security benefits.

Japan Lifestyle No.1 Investment Limited Partnership directly and indirectly controls approximately 95.0% of the voting power of our outstanding capital stock. As a result, it will have the ability to determine all matters requiring approval by stockholders. In other words, the fund will be able to control any action requiring general stockholder approval, including the election of our Board of Directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger or sale of substantially all of our assets.

If we obtain a listing on the Nasdaq Capital Market, we will be a “controlled company” as defined in Nasdaq Listing Rule 5615(c)(1) because more than 50% of our voting power will be held by a single entity — Japan Lifestyle No.1 Investment Limited Partnership — after the offering.

As a “controlled company,” we will be exempt under Nasdaq listing standards from certain corporate governance requirements that would otherwise apply to companies that are not controlled, including the requirements that:

(i) a majority of the Board of Directors consist of “independent” directors as defined under Nasdaq listing standards,

(ii) we have a nominating and corporate governance committee composed entirely of independent directors with a written committee charter, and

(iii) we have a compensation committee composed entirely of independent directors with a written committee charter.

Note: Net income and revenue are in U.S. dollars for the fiscal year that ended March 31, 2025.

(Note: Amatuhi Holdings filed its S-1 for its small IPO on Sept. 12, 2025, and disclosed the terms – 1 million shares at an assumed IPO price of $5.00 – the mid-point of its $4.00-to-$6.00 price range – to raise $5 million. The holding company is incorporated in Delaware. But the company’s business is based in Japan.)