Company Description

We are a mobile connectivity and wireless communications services provider in Japan, offering a “full range” of 4G LTE voice, texting, and data services covering all areas throughout Japan. Our customers are attracted to our services because of our competitive prices, flexible monthly plans, the high quality and stability of our services, and our innovative business model that allows our customers to lower their monthly fees. We offer such services on a monthly basis for specified quantities of minutes or amounts of data selected in advance. In addition, we are, as of the date of this prospectus, one of the few mobile connectivity and wireless communications services providers in Japan operating an innovative business model that allows our customers to lower their monthly fees for our services by watching advertisements or playing games through our proprietary app, “PLAIO.” Through our business model that incentivizes our customers to watch advertisements through PLAIO, we are able to receive advertising fees from advertisers and use them to reward those customers who watched advertisements in the form of “points,” which may be used by them to lower their monthly fees for our mobile connectivity and wireless communications services. As a mobile virtual network operator (“MVNO”), we provide mobile connectivity and wireless communications services in Japan by using the infrastructure and communication system of NTT Docomo, Inc. (“NTT Docomo”), one of the largest Japanese mobile network operators (“MNO”) in terms of subscription market share. To provide mobile connectivity and wireless communications services to our customers, we purchase wholesale mobile connectivity and wireless communications services and applicable SIM cards from FreeBit Co., Ltd. (“FreeBit”), a Japanese mobile virtual network enabler (“MVNE”) that also purchases wholesale the wireless network infrastructure from NTT Docomo, and distribute the SIM cards to OEM partners, retailers who distribute the SIM cards under their own brands (“OEM Partners”), or to customers through our online store, directly-operated stores, franchise stores, and distributors under our name (the “SIM Card Business”). Because we do not own or operate a physical network or relevant appliances and equipment, we are free from related capital expenditures and, therefore, are able to focus our resources on providing competitive prices for our services against MNOs. Furthermore, in addition to the monthly fees from our customers, we are also able to generate advertisement revenue through “PLAIO,” our proprietary app. While it is common for other mobile connectivity and wireless communications services providers that operate diversified businesses to generate additional revenue by selling other services to existing customers for the mobile connectivity and wireless communications services, our innovative business model allows us to generate additional advertisement revenue without the sales of other services, enabling two revenue streams from a single service. This unique dual revenue structure with lower overhead provides us with additional funds to provide high-quality and stable services by leasing sufficient bandwidth for mobile connectivity and wireless communications services from FreeBit yet at competitive prices to our customers. As of May 31, 2024, we had entered into approximately 30,031 service agreements in connection with our mobile connectivity and wireless communications services and our revenue generated from the SIM Card Business was approximately JPY1,060,404 thousand ($6,746 thousand) and JPY1,312,065 thousand ($8,347 thousand), respectively, during the fiscal years ended May 31, 2024 and 2023, which accounted for 67.1% and 74.5% of our total revenue for those periods, respectively. We also operate an internet service business to provide communications services other than those we provide under the SIM Card Business (the “Internet Business”). Under the Internet Business, we offer three types of communications services: the mobile router connectivity service, the home wireless communications service, and the home internet service. For the mobile router connectivity service and the home wireless communications service, we, as an MVNO, purchase wholesale SIM cards and mobile connectivity and wireless communications services and applicable mobile routers from an MVNE and sell our wireless communications services to the customers through our retail channels; for the home internet service, we purchase internet access services and applicable home routers wholesale from an internet access service provider that purchases the optical fiber system and internet access services wholesale from telecom companies and sell our internet access services to customers through our retail channels. As of May 31, 2024, we had entered into approximately 1,120 service agreements under the Internet Business, and our revenue generated from the Internet Business was approximately JPY44,485 thousand ($283 thousand) and JPY73,093 thousand ($465 thousand), respectively, during the fiscal years ended May 31, 2024 and 2023, which accounted for 2.8% and 4.6% of our total revenue for those periods, respectively. In addition to the SIM Card Business and the Internet Business, we currently also operate an outsourcing business (the “Outsourcing Business”). Under the Outsourcing Business, we work as a staffing agency, and our goal and policy are to provide a more stable working environment and conditions for job seekers. Unlike most of the staffing agencies in Japan that only hire job seekers and dispatch them to their corporate clients without providing much training, leaving the training to such corporate clients, we hire job seekers as our full-time employees and provide basic training to help them fit into the workplaces and positions that we consider the best match for them based on their willingness, interests, personalities, experiences, requirements, and our corporate clients’ needs before dispatching them to our corporate clients We also focus on the welfare of our employees and, we believe, offer more competitive employment conditions compared to those of other staffing agencies in Japan. By doing so, we may provide a more stable working environment and conditions for job seekers, which benefits us in recruiting more talented and competent personnel to appeal to more corporate clients. For each dispatch, our corporate clients pay us a monthly dispatch fee, and we then pay our employees who are dispatched monthly salaries, transportation allowance, and incentive bonuses out of the dispatch fees. When our full-time employees are not dispatched to our corporate clients, they generally work at our office and assist in matters such as managing dispatched employees and acquiring new corporate clients. In addition, for job seekers who do not intend to take the dispatch path, we provide the service of acting as an intermediary, introducing them to appropriate hirers based on job seekers’ willingness, interests, personalities, experiences, requirements, and the hirers’ needs. In particular, in some special cases of blue-collar job seekers, if they face financial difficulties before getting hired, we support them with a certain amount of living expenses for a certain period of time. By doing so, we expect to make our service appealing to more job seekers, enabling us to secure the source of job seekers. After the job seekers are hired, we charge the hirers referral fees no greater than 30% of the workers’ estimated annual compensation package. During the fiscal years ended May 31, 2024 and 2023, our revenue generated from the Outsourcing Business was approximately JPY264,865 thousand ($1,685 thousand) and JPY73,408 thousand ($467 thousand), respectively, which accounted for 16.8% and 4.2% of our total revenue for those periods, respectively. In addition to our SIM Card Business, Internet Business, and Outsourcing Business, we currently also operate a travel business (the “Travel Business”). Through cooperating with our travel business partners, we operate a portal site that allows customers to purchase travel plans such as hotel plus airplane ticket set plans and hotel plus Shinkansen (i.e., the Japanese bullet trains) ticket travel plans. In most cases, our prices are lower than wholesale prices. While our prices may sometimes be slightly higher than the wholesale price, they are still lower than the official prices set by the hotels, airlines, and the Shinkansen company. We charge a monthly subscription fee of 2,530 Japanese yen (approximately $16). As of May 31, 2024, we had approximately 5,314 subscribers, and our revenue generated from the Travel Business was approximately JPY142,257 thousand ($905 thousand) and JPY229,812 thousand ($1,462 thousand), respectively, during the fiscal years ended May 31, 2024 and 2023, which accounted for 9% and 13% of our total revenue for those periods, respectively. We operate our SIM Card Business, Internet Business, and Travel Business through Center Mobile, an entity which investors will purchase ADSs representing Ordinary Shares, and operate our Outsourcing Business through Pay Storage, our wholly owned subsidiary. Both Center Mobile and Pay Storage are based in Japan. Since investors will invest in Center Mobile, an operating company holding substantial operations of our business, our cash flows and our ability to meet our obligations do not depend on the cash flows of Pay Storage and the payment of funds by Pay Storage to us in the form of dividends, distributions or otherwise. --- Presently, we intend to expand into the fields of a water dispenser business and to develop our original smartphones. The water dispenser business plans to develop a model with a hot water mode for health-conscious users, a baby formula mode for preparing infant formula, advanced sterilization functions, and IoT (i.e., Internet of Things) technology. In connection with the development of our original smartphones, to date, we have completed market research and prepared to form partnerships with companies that will support development, as well as manufacturers who will handle production. Next steps involve finalizing the product design, moving into mass production, and developing an upgraded version of the water dispenser with additional features, along with obtaining relevant patents. --- Our headquarters are located at Realize Sakaisuji-Honmachi Building Room 507, 1-5-31 Kyutaromachi, Chuo-ku, Osaka City, Osaka, 541-0056, Japan and our phone number is +81-06-6263-6808. Our website address is https://centermobile.co.jp. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.