Company Description

Sushi Ginza Onodera, Inc., a Delaware corporation, is a food service company headquartered in the Otemachi district of the Chiyoda ward in Tokyo, Japan. The Company opened its first restaurant in Ginza, Tokyo in 2013. The Company now operates fifteen sushi, tempura, teppanyaki, and makiyaki (firewood cuisine) restaurants in regions around the world. The restaurants in Japan that are operated by the Company consist of Kaiten Sushi Ginza Onodera Kyoto in Kyoto, Japan, Sushi Ginza Onodera Nagoya in Aichi, Japan, and Kaiten Sushi Ginza Onodera Osaka in Osaka in Japan as well as Sushi Ginza Onodera Souhonten, Sushi Ginza Onodera Honten, Tempura Ginza Onodera Higashi-ginza, Tempura Ginza Onodera Namiki-dori, Makiyaki Ginza Onodera, Sushi Ginza Onodera Otouto Honten, Sushi Ginza Onodera Toryumon, Kaiten Sushi Ginza Onodera Honten, and Tachigui Sushi Ginza Onodera Honten, in Tokyo, Japan. The Company also operates restaurants within the United States and China, consisting of Sushi Ginza Onodera in Los Angeles, California, Sushi Ginza Onodera in Honolulu, Hawaii and Ginza Onodera in Shanghai, China. The Company’s slogan is “From Ginza to the World”, which embodies the Company’s mission of spreading refined Japanese culture throughout the world by providing a unique and culturally authentic food experience to every customer. The Company is a wholly owned subsidiary of LEOC Co., Ltd., a Japan limited company. LEOC Co., Ltd., founded in September 2008, established the “Ginza Onodera” brand in 2013 and began operations in the U.S. and Tokyo. LEOC Co., Ltd. is a wholly owned subsidiary of Onodera Group Co., Ltd., a Japan limited company which is in turn owned by Hiroshi Onodera. The Company was established in February 2023 with the goal of further expanding its sushi business in the U.S. Hiroshi Onodera indirectly beneficially owns through LEOC Co., Ltd. an aggregate of 7,000,000 shares of our Common Stock, which represents 100% of the voting power of our outstanding capital stock. Following this offering, Mr. Onodera will control indirectly through Onodera Group Co., Ltd. and LEOC Co., Ltd. approximately 86.78% of the voting power of our outstanding capital stock if all the Common Stock being offered hereby are sold (or 85.09% of our outstanding voting power if the underwriters’ option to purchase additional shares is exercised in full). As a result of his voting power, Mr. Onodera will have the ability to determine all matters requiring approval by stockholders. In other words, Mr. Onodera will be able to control any action requiring the general approval of our stockholders, 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 NYSE American, we will be a “controlled company” as defined in Section 801(a) of NYSE American listing standards because more than 50% of our voting power will be held by LEOC Co., Ltd., which is indirectly controlled by Mr. Onodera after the offering. As a “controlled company,” we are exempt by Section 801(a) of NYSE American listing standards from the requirements of Sections 802(a), 804, and 805 of NYSE American listing standards that would otherwise require us to have (i) a majority of the Board of Directors consist of “independent” directors under the listing standards of the NYSE American, (ii) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporate governance committee charter meeting the requirements of the NYSE American, and (iii) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of the NYSE American. Consequently, we are exempt from independent director requirements of Sections 802(a), 804, and 805 of NYSE American listing standards, except for the requirements under Section 802(c) of NYSE American thereof pertaining to executive sessions of independent directors and those under Section 803(B)(2) of the NYSE American pertaining to the Audit Committee. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE American. In addition, Mr. Onodera can exercise significant voting influence over fundamental and important corporate matters and transactions and may have interests that differ from yours. --- For the years ended March 31, 2023, and March 31, 2022, we generated revenues of $20,692 thousand and $17,714 thousand, respectively, we reported net income of $2,181 thousand and $1,857 thousand, respectively, and cash flow provided by operating activities of $1,308 thousand and cash flow used in operating activities of $284 thousand, respectively. For the nine months ended December 31, 2023 and 2022, we generated revenues of $18,249 thousand and $14,900 thousand, respectively, we reported net income of $1,862 thousand and $1,728 thousand, respectively, and cash flow provided by operating activities of $824 thousand and $521 thousand, respectively. As of December 31, 2023, we had an accumulated deficit of 12,997 thousand and working capital of $824 thousand. --- We are currently incorporated and in good standing in the State of Delaware where we were formed on February 24, 2023. Our original name was Sushi Onodera, Inc., and we changed our name to Sushi Ginza Onodera, Inc. on July 31, 2023. Our principal executive offices are located at 1-1-3 Otemachi Chiyoda-ku, Tokyo 100-0004, Japan, and our telephone number is +81-3-5220-8550. Our website address is https://sushionodera.com/.