UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

Amendment No. 1

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number: 001-42740

Kabushiki Kaisha Robot Consulting

(Exact name of Registrant as specified in its charter)

Robot Consulting Co., Ltd.

(Translation of Registrant’s name into English)

Japan

(Jurisdiction of incorporation or organization)

Le Graciel Building 2, 6^th Floor

5-22-6 Shinbashi, Minato Ward

Tokyo, 105-0005, Japan

(Address of principal executive offices)

Kanato Asagarasu, Manager

Telephone: +81 3 6280 5477

Email: info@robotconsulting.net

At the address of the Company set forth above

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American depositary shares, each representing one ordinary share	LAWR	The Nasdaq Stock Market LLC
Ordinary shares*	NA	The Nasdaq Stock Market LLC

*	Not for trading, but only in connection with the registration of the American depositary shares on The Nasdaq Stock Market LLC. Each American depositary share represents one common share.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 42,210,000 ordinary shares as of March 31, 2025

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

EXPLANATORY NOTE

Robot Consulting Co., Ltd. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 to Form 20-F (this “Amendment No. 1”) to amend its Annual Report on Form 20-F for the fiscal year ended March 31, 2025 (the “Form 20-F”), which was originally filed with the U.S. Securities and Exchange Commission on August 15, 2025 (the “Original Filing Date”). This Amendment No. 1 is being filed at the request of our auditor to include the inadvertently omitted conformed signature of Grassi & Co., CPAs, P.C., our Independent Registered Public Accounting Firm, in the “Report of Independent Registered Public Accounting Firm” (the “Audit Report”) on page F-2 of the Form 20-F. A manually signed version of the Audit Report was received by the Company from Grassi & Co., CPAs, P.C. prior to the original filing. There are no other changes to the Audit Report or to the Form 20-F.

The consolidated financial statements and notes to the consolidated financial statements remain the same as the previously filed Form 20-F. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment No. 1.

Except for the changes expressly described above, this Amendment No. 1 continues to present information as of the Original Filing Date and does not amend, supplement, or update any information contained in the Form 20-F to give effect to any subsequent events. The filing of this Amendment No. 1, and the inclusion of newly executed certifications, should not be understood to mean that any other statements or disclosure contained in the Form 20-F are true and complete as of any date subsequent to the Original Filing Date, except as expressly noted above. Accordingly, this Amendment No. 1 should be read in conjunction with the Form 20-F.

Item 18. FINANCIAL STATEMENTS

The consolidated financial statements of our Company are included at the end of this annual report.

Item 19. EXHIBITS

EXHIBIT INDEX

Exhibit No.		Description
1.1		Articles of Incorporation of the Registrant (English Translation) (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on March 19, 2025)

2.1		Form of American Depositary Receipt (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on March 19, 2025)

2.2		Form of Deposit Agreement among the Registrant, The Bank of New York Mellon, as depositary, and the owners and holders of ADSs issued thereunder (incorporated by reference to Exhibit 4.2 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on March 19, 2025)

2.3*		Description of the rights of each class of securities registered

4.1		Outsourcing Agreement between ASC Certified Consultant Corporation and Robot Consulting Co., Ltd. dated October 25, 2022 (English translation) (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.2		Advertising Consignment Agreement between ASC Certified Consultant Corporation and Robot Consulting Co., Ltd. dated October 22, 2022 (English translation) (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.3		Master System Development Consignment Agreement between Brand Cloud Inc and Robot Consulting Co., Ltd. dated December 25, 2022 (English translation) (incorporated by reference to Exhibit 10.3 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.4		Outsourcing Agreement between Kizashi Inc. and Robot Consulting Co., Ltd. dated September 1, 2022 (For the subsidy application support for our corporate customers’ clients) (English translation) (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.5		Outsourcing Agreement between Kizashi Inc. and Robot Consulting Co., Ltd. dated July 26, 2022 (For subsidy application support for our clients purchasing our products) (English translation) (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.6		Product Development Agreement between CJK Group, Inc. and Robot Consulting Co., Ltd. dated July 19, 2023 (incorporated by reference to Exhibit 10.6 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.7		Agency Agreement between Nac Co., Ltd. and Robot Consulting Co., Ltd. dated November 30, 2022 and the Memorandum Concerning the Agency Agreement dated March 14, 2023 (English translation) (incorporated by reference to Exhibit 10.7 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.8		Master Business Consignment Agreement between Robot Consulting Co., Ltd. and Argyle Inc., dated May 26, 2022 (English translation) (incorporated by reference to Exhibit 10.8 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.9		Form of Labor Robot Software Licensing Agreement (English translation) (incorporated by reference to Exhibit 10.9 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on June 16, 2025)

4.10		Form of E-Learning Licensing Agreement (English translation) (incorporated by reference to Exhibit 10.10 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.11		Consulting and Services Agreement between Robot Consulting Co., Ltd. and Spirit Advisors, LLC dated April 24, 2023 (incorporated by reference to Exhibit 10.11 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.12		Common Stock Purchase Warrant between Robot Consulting Co., Ltd. and Spirit Advisors, LLC dated August 29, 2023 (incorporated by reference to Exhibit 10.12 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.13		WisdomBase Cloud Service Application Form between the Robot Consulting Co., Ltd. and ShareWis Co., Ltd. dated June 11, 2024 (English translation) (incorporated by reference to Exhibit 10.13 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on June 16, 2025)

4.14		Side Letter Agreement between Robot Consulting Co., Ltd. and Spirit Advisors LLC dated December 18, 2024 (incorporated by reference to Exhibit 10.14 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.15		E-learning Licensing Agreement between Robot Consulting Co., Ltd. and Enechita Co., Ltd., dated August 30, 2024 (English translation) (incorporated by reference to Exhibit 10.15 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on February 12, 2025)

4.16*		E-learning Licensing Agreement between Robot Consulting Co., Ltd. and Bran Co., Ltd., dated July 1, 2025 (English translation)

11.1		Code of Corporate Ethics and Conduct of the Registrant (incorporated by reference to Exhibit 99.1 of our Registration Statement on Form F-1 (File No. 333-284875), filed with the U.S. Securities and Exchange Commission on March 19, 2025)

11.2*		Insider Trading Policy of the Registrant

12.1**		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2**		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1 **		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13.2 **		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1*		Compensation Recovery Policy

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Previously filed with the annual report on Form 20-F on August 15, 2025

** Furnished with this annual report on Form 20-F

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	ROBOT CONSULTING CO., LTD.

	By:	/s/ Hidetoshi Yokoyama
		Hidetoshi Yokoyama
		Representative Director and Chairman
		(Principal Executive Officer)

Date August 26, 2025

ROBOT CONSULTING CO., LTD.

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm (PCAOB #606)	F-2

Balance Sheets as of March 31, 2025 and 2024	F-3

Statements of Operations for the Fiscal Years Ended March 31, 2025, 2024 and 2023	F-4

Statements of Shareholders’ Equity/(Deficit) for the Fiscal Years Ended March 31, 2025, 2024 and 2023	F-5

Statements of Cash Flows for the Fiscal Years Ended March 31, 2025, 2024 and 2023	F-6

Notes to Financial Statements for the Fiscal Years Ended March 31, 2025, 2024 and 2023	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Robot Consulting Co., Ltd.

Tokyo, Japan

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Robot Consulting Co., Ltd. (the “Company”) as of March 31, 2025 and 2024, and the related statements of operations, stockholder’s equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt Regarding the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that Robot Consulting Co., Ltd, will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s operating losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions, and management’s plans regarding those matters, are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

As discussed in Note 1, the accompanying financial statements reflect retrospective application of the reverse stock split.

/s/ Grassi & Co., CPAs, P.C.

Grassi & Co., CPAs, P.C.

We have served as the Company’s auditor since 2023.

Jericho, New York

606

August 14, 2025

F-2

ROBOT CONSULTING CO., LTD.

BALANCE SHEETS

As of March 31, 2025 and 2024

(Yen in thousands, except share data)

	2025			2024
	March 31,
	2025			2024

ASSETS
Current Assets:
Cash and cash equivalents	¥	112,012		¥	471,648
Accounts receivable, net		21,412			84,424
Related party receivable		—			9,304
Deferred offering costs		131,035			67,470
Prepaid expenses and other current assets		13,041			76,538
Total Current Assets		277,500			709,384
Non-current Assets:
Restricted cash		19,470			19,470
Property and equipment, net		6,946			1,929
Operating lease right-of-use assets, net		880			6,778
Intangible assets, net		7,104			1,962
Investments - Non-current		134			134
Other assets		1,938			3,888
Total Assets	¥	313,972		¥	743,545

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Trade accounts payable	¥	113,962		¥	368,883
Other payable		58,150			64,765
Accrued expenses		1,614			936
Deferred revenue - Current		351,937			130,824
Current portion of operating lease liabilities		402			6,523
Total Current Liabilities		526,065			571,931
Non-current Liabilities:
Non-current operating lease liabilities		479			255
Deferred revenue - Non-current		412,996			268,589
Other liabilities		25,817			19,470
Total Liabilities		965,357			860,245
Commitments and contingencies (Note 10)
SHAREHOLDERS’ DEFICIT:
Ordinary share, JPY1.7 par value - 168,000,000 shares authorized as of March 31, 2025 and 2024; 42,210,000 shares issued and outstanding as of March 31, 2025 and 2024		70,350			70,350
Additional paid-in capital		1,060,750			1,060,750
Accumulated deficit		(1,782,485	)		(1,247,800	)
Total Shareholders’ Deficit		(651,385	)		(116,700	)
Total Liabilities & Shareholders’ Deficit	¥	313,972		¥	743,545

The accompanying notes are an integral part of the financial statements.

F-3

ROBOT CONSULTING CO., LTD.

STATEMENTS OF OPERATIONS

For the Fiscal Years Ended March 31, 2025, 2024 and 2023

(Yen in thousands, except share and per share data)

	2025			2024			2023
	For the Fiscal Years Ended March 31,
	2025			2024			2023

Revenue	¥	675,561		¥	693,104		¥	83,597
Cost of revenue		3,936			19,848			70,622
Gross profit		671,625			673,256			12,975
Operating expenses:
Research and development		86,158			103,440			138,322
Selling, General and Administrative Expenses		1,119,641			1,221,614			342,670
Total operating expenses		1,205,799			1,325,054			480,992
Loss from operations		(534,174	)		(651,798	)		(468,017	)
Other income (expenses), net		(511	)		(10,168	)		(10,591	)
Interest expenses		—			—			(25	)
Loss before income taxes		(534,685	)		(661,966	)		(478,633	)
Provision for income taxes		—			—			—
Net Loss	¥	(534,685	)	¥	(661,966	)	¥	(478,633	)
Net loss per share attributable to shareholders, basic and diluted	¥	(12.7	)	¥	(16.1	)	¥	(12.3	)
Weighted-average shares outstanding used to compute net loss per share, basic and diluted		42,210,000			41,127,797			38,882,926

The accompanying notes are an integral part of the financial statements.

F-4

ROBOT CONSULTING CO., LTD.

STATEMENTS OF SHAREHOLDERS’ EQUITY/(DEFICIT)

For the Fiscal Years Ended March 31, 2025, 2024, and 2023

(Yen in thousands, except share data)

		Shares		Amount	Capital		Receivable			Deficit			(Deficit)
	Share Class				Additional								Total Shareholders’
	Ordinary Share				Paid-In		Subscription			Accumulated			Equity
		Shares		Amount	Capital		Receivable			Deficit			(Deficit)
Balance, March 31, 2022		38,682,000	¥	64,470	¥	392,530	¥	(47,162	)	¥	(107,201	)	¥	302,637
Sale of ordinary shares		1,830,000		3,050		332,450		—			—			335,500
Cash receipt for subscription receivable		—		—		—		17,328			—			17,328
Net loss		—		—		—		—			(478,633	)		(478,633	)
Balance, March 31, 2023		40,512,000		67,520		724,980		(29,834	)		(585,834	)		176,832
Sale of ordinary shares		1,698,000		2,830		335,770		—			—			338,600
Cash receipt for subscription receivable		—		—		—		29,834			—			29,834
Net loss		—		—		—		—			(661,966	)		(661,966	)
Balance, March 31, 2024		42,210,000		70,350		1,060,750		—			(1,247,800	)		(116,700	)
Net loss		—		—		—		—			(534,685	)		(534,685	)
Balance, March 31, 2025		42,210,000	¥	70,350	¥	1,060,750	¥	—		¥	(1,782,485	)	¥	(651,385	)

The accompanying notes are an integral part of the financial statements.

F-5

ROBOT CONSULTING CO., LTD.

STATEMENTS OF CASH FLOWS

For the Fiscal Years Ended March 31, 2025, 2024, and 2023

(Yen in thousands)

	2025			2024			2023
	For the Fiscal Years Ended March 31,
	2025			2024			2023

Cash flows from operating activities:
Net loss	¥	(534,685	)	¥	(661,966	)	¥	(478,633	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,892			1,832			220
Noncash lease expenses		6,643			6,179			2,968
Loss on disposal of property and equipment		—			—			592
Impairment loss on investments		—			10,000			10,000
Change in allowance for credit losses		(7,044	)		—
Accounts receivable		70,056			(2,441	)		(81,983	)
Related party receivable		9,304			(7,230	)		(2,073	)
Prepaid expenses and other current assets		63,495			(51,507	)		(9,555	)
Other Assets		1,950			(2,297	)		(594	)
Accounts payable and accrued expenses		(260,857	)		220,609			189,607
Deferred revenue		365,520			175,942			219,185
Operating lease liabilities		(6,643	)		(6,179	)		(2,968	)
Other liabilities		6,350			—			19,470
Net cash used in operating activities		(283,019	)		(317,058	)		(133,764	)
Cash flows from investing activities:
Purchase of property and equipment		(7,587	)		(3,339	)		(437	)
Purchase of intangible assets		(5,464	)		(2,101	)		—
Acquisition of investments		—			(10,000	)		(10,134	)
Proceeds from sales of investment		—			6,552			—
Net cash used in investing activities		(13,051	)		(8,888	)		(10,571	)
Cash flows from financing activities:
Payment for deferred offering costs		(63,566	)		(22,015	)		(45,454	)
Proceeds from stock issuance		—			338,600			335,500
Proceeds received for subscription receivable		—			29,834			17,327
Net cash provided by financing activities		(63,566	)		346,419			307,373
Net increase in cash, cash equivalents and restricted cash		(359,636	)		20,473			163,038
Cash, cash equivalents and restricted cash at beginning of period		491,118			470,645			307,607
Cash, cash equivalents and restricted cash at end of period	¥	131,482		¥	491,118		¥	470,645

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	¥	112,012		¥	471,648		¥	451,175
Restricted cash		19,470			19,470			19,470
Total cash, cash equivalents and restricted cash	¥	131,482		¥	491,118		¥	470,645

The accompanying notes are an integral part of the financial statements.

F-6

ROBOT CONSULTING CO., LTD.

NOTES TO FINANCIAL STATEMENTS

For the Fiscal Years Ended March 31, 2025, 2024 and 2023

(Yen in thousands, except share and per share data)

1. Nature of Operations

Robot Consulting Co., Ltd. (the “Company”) was incorporated on April 17, 2020 in Tokyo, Japan. The Company’s principal product is Labor Robot, a cloud-based software which provides human resource solutions, The Company also provides consulting support services such as e-learning courses relating to digital transformation and software installation services. The Company is committed to researching, developing, and selling artificial intelligence (“AI”) technology.

Stock Split - On January 7, 2025, the Company’s board of directors approved the change in the number of ordinary shares authorized and a sub-division of the ordinary shares issued at a ratio of 1:6, which became effective on January 7, 2025. As a result, the number of shares authorized and issued became 168,000,000 and 42,210,000 shares, respectively, with a par value of JPY1.7 each.

Going concern

The Company had a loss of JPY534,685, JPY661,966 and JPY478,633 for the fiscal years ended March 31, 2025, 2024 and 2023, respectively. This operating loss has resulted in an accumulated deficit of JPY1,782,485 and JPY1,247,800 as of March 31, 2025 and 2024, respectively. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern for twelve months since issuance date.

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to attract and retain revenue generating customers, acquire new customer contracts, and secure additional financing.

The Company may consider obtaining additional financing in the future through the issuance of the Company’s ordinary shares through other equity or debt financings, or other means. The Company, however, is dependent upon its ability to obtain new revenue generating customer contracts and secure equity and/or debt financing and there are no assurances that the Company will be successful. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in thousand Japanese yen, (“JPY” or “¥”), the currency of the country in which the Company is incorporated and primarily operates. The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of the financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenue and expense during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, useful lives of property and equipment, the carrying value of operating lease right-of-use asset, allowance for credit losses on accounts receivable, valuation of stocks, and valuation allowance against net deferred tax assets. Actual results could differ from those estimates.

F-7

Revenue Recognition

The Company applies Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented in the financial statements. To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows:

1 – Identification of the contract with a customer

2 – Identification of the performance obligation in the contract

3 – Determination of the transaction price

4 – Allocation of the transaction price to the performance obligation in the contract

5 – Recognition of revenue when, or as, a performance obligation is satisfied

During the fiscal years ended March 31, 2025 and 2024, the Company generated revenues from sales of software, consulting and support services, advertising services, and outsourcing services.

Revenue is recognized when the control of the promised products or services is transferred by the Company to its customer. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for the products or services delivered. The transaction prices are generally fixed at contract inception. Consumption taxes collected from customers and remitted to government authorities are excluded from revenue and deferred revenue.

At contract inception, the Company assesses the performance obligations, or deliverables, the Company has agreed to provide pursuant to the contract and determines if they are individually distinct or if they should be combined with other performance obligations. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price. Performance obligations are combined when an individual performance obligation does not have standalone value to its customer. For example, customers do not have the ability to take possession of the software, Labor Robot, and, as a result, the Company’s contracts for sales of software and hosting service arrangement are typically accounted for as service arrangements with a single performance obligation.

Sales of Software

Revenue from sales of software is primarily comprised of sales of Labor Robot. Revenue is recognized on a straight-line basis over the period of five years as the Company’s performance obligation is satisfied over-time and as control of the promised service is transferred to the customer, commencing when the product key is delivered to the customer.

Consulting and Support Services

Revenue from consulting and support services is recognized when the control of the promised service is transferred by the Company to its customer. Consulting and support services the Company provided during the fiscal years ended March 31, 2025, 2024 and 2023, include the following services. See note 13 for the disaggregation of revenue.

E-learning: The Company provides online training courses to help employees of small and medium-sized businesses learn the latest trends in digital transformation. Revenue is recognized on a straight-line basis over the contract period which is generally one month as the Company’s performance obligation is satisfied over-time, commencing when the access code is delivered to the customer.

E-commerce store set-up service: The Company assists customers in building their e-commerce stores on a metaverse and building e-commerce websites. Revenue is recognized at the point in time when the transfer of control occurs, which is upon completion of set-up service.

F-8

Software installation support: The Company helps customers with the installation and initial set-up of the software and provides support services during the contract period. Revenue is recognized on a straight-line basis over the contract period which is generally one year as the Company’s performance obligation is satisfied over-time.

IT system installation subsidy application consulting and support service: The Company provides consulting and support services on IT system installation subsidy application to corporate customers to help them reduce the costs of installing and implementing new IT products. Revenue is recognized at the point in time when the transfer of control occurs, which is when the Company completes submitting applications for IT system installation subsidies to the Ministry of Economy, Trade, and Industry or an entrusted organization. Fees for consulting and support services are only paid if the customer receives the subsidies, and revenue is recognized only if the application is approved.

From time to time, the Company engages subcontractors for developing software and performing services such as applying for IT system installation subsidies and setting up e-commerce website. The Company assesses and records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that the Company is the principal in the performance obligation to provide consulting and support services and gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified vendors, (ii) has the discretion to select the vendors and establish their price and duties, and (iii) bears the risk for services that are not fully paid for by its customers.

Advertising Services

Revenue from advertising services is from advertising the services provided by the Company’s customer, ASC Certified Consultant Corporation (“ASC Consultant”). The Company shows ASC Consultant’s contact information on Labor Robot to promotes ASC Consultant’s grants or subsidies application support services to Labor Robot’s users.

Revenue from advertising services is recognized on a straight-line basis over the contract period as the Company’s performance obligation is satisfied over-time.

Outsourcing Services

Revenue from outsourcing services is from outsourcing the Company’s employees to support the marketing services of its customer, ASC Consultant.

Segment Information

ASC 280, Segment Reporting, establishes standards requiring companies to report in their financial statements information about operating segments, on a basis consistent with the Company’s internal organizational structure, as well as information about geographical areas, business segments, and major customers, to provide details on the Company’s business segments.

The Company operates and manages its business as one operating and reportable segment, focused on sales of software and provision of consulting and support services. The Company’s representative director is considered the Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company’s financial performance and allocates resources on a consolidated basis. As such, the Company has determined that it has one operating and reportable segment in accordance with ASC Topic 280, Segment Reporting as amended by ASU2023-07.

The table below shows the reconciliation between the net loss prepared in accordance with accounting principles generally accepted in Japan (“J GAAP”) and the U.S. GAAP.

Schedule of Reconciling of Net Loss

	2025			2024			2023
	Fiscal Year Ended March 31,
	2025			2024			2023
Net loss - J GAAP	¥	(342,201	)	¥	(264,037	)	¥	(145,724	)
Reconciling items		(192,484	)		(397,929	)		(332,909	)
Net loss - US GAAP		(534,685	)		(661,966	)		(478,633	)
Net loss		(534,685	)		(661,966	)		(478,633	)

F-9

Concentration of Customers and Vendors

For the fiscal year ended March 31, 2025, there were two customers, and for the fiscal year ended March 31, 2024, there was no customer, and for the fiscal year ended March 31, 2023, there was one customer, who accounted for more than 10% of the Company’s total revenue in each period. As of March 31, 2025, there were three customers, and as of March 31, 2024, there were no customers who accounted for more than 10% of the Company’s total accounts receivable as of the end of the respective period.

For the fiscal years ended March 31, 2025 and 2024, there was no vendor, and for the fiscal year ended March 31, 2023, there were two vendors, who individually accounted for more than 10% of the Company’s total purchase. As of March 31, 2025 and 2024, two vendors, who accounted for more than 10% of the Company’s total accounts payable as of the end of each respective period.

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments purchased with an initial maturity date of three months or less to be cash equivalents. The Company’s restricted cash consists of the earmarked balance related to an ongoing lawsuit with ZESTO Consulting LLC disclosed in Footnote 9.

Accounts Receivable, Net

Accounts receivable primarily consist of the amounts billed and currently due from customers, net of an allowance for credit loss, if recorded. When the Company has an unconditional right to payment, subject only to the passage of time, the right is treated as receivable. The Company’s accounts receivable balances are unsecured, bearing no interest. Fees billed in advance of the related contractual term represent contract liabilities and presented as deferred revenue.

Accounts receivable is subject to collection risk. The Company performs evaluations of its customers’ financial positions and generally extends credit on account, without collateral. The Company determines the need for an allowance for doubtful accounts based on various factors, including the credit quality of the customer, the age of the receivable balance, and current economic conditions.

The Company adopted ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, effective April 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in enhanced disclosures only.

At each balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist.

The allowance estimate is derived from a review of the Company’s historical losses on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes that historical loss information is a reasonable starting point to calculate the expected allowance for credit losses, given that the composition of the Company’s customers has remained constant. The Company recorded JPY203 and JPY 7,246 as the allowance for credit loss for the fiscal years ended March 31, 2025 and 2024, respectively. The Company recorded no allowance for credit loss for the fiscal year ended March 31, 2023. Provisions for the allowance for expected credit losses are recorded in selling, general and administrative expenses in the Statements of Operations.

The Company writes off receivables when there is information indicating that any debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized as income or an offset to credit loss expense in the year of recovery. The amount of receivable that The Company wrote off during the fiscal years ended March 31, 2025 and 2024 was JPY37,690 and nil, respectively.

The amount of receivable included at the beginning of fiscal years ended Mach 31, 2025 and 2024 was JPY84,424 and JPY81,983, respectively.

F-10

Deferred Offering Costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly related to an equity financing that is likely to be successfully completed, until such financing is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs are immediately written off to operating expenses in the Statements of Operations in the period of determination. As of March 31, 2025 and 2024, deferred offering costs that were capitalized related to the Company’s initial public offering (“IPO”) were JPY131,035 and JPY67,470, respectively. Upon completion of the IPO, the deferred offering costs were reclassified to equity.

Property and Equipment, Net

Property and equipment are recorded at the cost less accumulated depreciation. Depreciation is computed using the straight-line method, depending on the pattern of consumption of the economic benefits by asset class, over the estimated useful lives of the assets, as follows:

Schedule of Estimated Useful Lives

Property and Equipment		Estimated Useful Life
Fixtures		Shorter of 3 years or lease term
Tooling and equipment		5 years
Computer and other equipment		3 years

Repair and maintenance costs are expensed as incurred. The Company records depreciation expenses in selling, general and administrative expenses in the Statements of Operations.

Intangible assets, Net

Intangible assets consist of the Company’s patents, trademarks, and software. Amortization is computed using the straight-line method, over the estimated useful lives of the assets, which is typically8 eight years for patents, 10 years for trademarks, and5 five years for software. Amortization expenses are recorded in selling, general and administrative expenses in the Statements of Operations.

Impairment or Disposal of Long-Lived Assets

Long-lived assets with finite lives include property and equipment, net, software, operating lease right-of-use assets, and Intangible assets, net subject to amortization. Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if the carrying amount is not recoverable when compared to the Company’s undiscounted cash flows and the impairment loss is measured based on the difference between the carrying amount and fair value. Long-lived assets held for sales are reported at the lower of cost or fair value less costs to sell. There were no impairments of long-lived assets during the fiscal years ended March 31, 2025, 2024 and 2023.

Leases

Leases are comprised of operating leases for office space. In accordance with the Financial Accounting Standards Board (“FASB”) ASC Topic 842, Leases, the Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and non-current operating lease liabilities in the Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

F-11

For leases with terms greater than 12 months, the Company records an ROU asset and a lease liability representing the present value of future lease payments. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, or the Company’s collateralized incremental borrowing rate. The implicit rate within the Company’s leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. The Company estimates its incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. For those contracts that include fixed rental payments for both the use of the asset (“lease costs”) as well as for other occupancy or service costs relating to the asset (“non-lease costs”), the Company generally includes both the lease costs and non-lease costs in the measurement of the lease asset and liability.

The Company has elected the “package of practical expedients” and as a result is not required to reassess its prior accounting conclusions regarding lease identification, lease classification and initial direct costs for lease contracts existing as of the transition date. The Company accounts for each lease and any associated non-lease components as a single lease component across all asset classes. Lease expenses for the Company’s operating leases are recognized on a straight-line basis over the lease term except for variable lease costs, which are expensed as incurred.

Investments

In the normal course of business, the Company invests in business partners that support the Company’s underlying business strategy and provide the Company the ability to enter into new markets thereby expanding the reach of the Company’s products and services.

The Company’s investments consist of investments in privately held entities that do not report net asset value (“NAV”) per share. These investments are measured at costs, adjusted for observable price changes and impairments. Gain or loss resulting from price changes and impairments are recognized in other income (expense), net in the Statement of Operations.

Fair Value of Financial Instruments

The Company reports financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis in accordance with ASC Topic 820 Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement.

The levels of the fair value hierarchy are as follows:

Level 1: Determined using an unadjusted quoted price in an active market for identical assets or liabilities.

Level 2: Estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

Level 3: Estimated using unobservable inputs that are significant to the fair value of the assets or liabilities.

The fair value of the Company’s investments is determined based on inputs not observable in the market and classified as Level 3 within the fair value hierarchy.

F-12

Foreign Currency

The Company uses Japanese yen as its reporting currency. The Company’s functional currency is Japanese yen. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency of the Company at the balance sheet date foreign exchange rate, and gains and losses resulting from such remeasurement are included in other income (expenses), net in the Statement of Operations. Foreign currency denominated income and expenses are remeasured using the average exchange rate for the period.

Deferred Revenue

The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. If revenue has not yet been recognized, then deferred revenue, or contract liability, is recorded. Deferred revenue consists of consideration recorded in advance of performance obligations being delivered and is classified as current or non-current based on the related period in which services are expected to be provided. See note 13 for the roll forward of deferred revenue.

Cost of Revenue

Cost of revenue primarily consists of costs paid to the Company’s vendors and costs paid to its employees related to the Company’s delivery of services.

Research and Development Costs

Research and development (“R&D”) costs consist primarily of fees paid to vendors for research, prototyping and consulting. Most R&D costs are expensed as incurred.

Time and costs incurred between establishment of technological feasibility and the release of software product is not material, and the costs incurred during this period is recorded as R&D costs.

Advertising Costs

Advertising and marketing costs are expensed as incurred and are included in selling, general and administrative expenses in the Statement of Operations. For the fiscal years ended March 31, 2025, 2024 and 2023, these costs were JPY49,559 and JPY55,034 and JPY9,977, respectively.

Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the differences between the financial statement and tax basis of assets, liabilities and net operating loss by using enacted tax rate in effect for the fiscal year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that these assets are believed to be more likely than not to be realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

F-13

The Company files tax returns in the tax jurisdictions of Japan. Tax benefits for uncertain tax positions are based upon management’s evaluation of the information available at the reporting date. To be recognized in the financial statements, a tax benefit must be at least more likely than not of being sustained based on technical merits. The benefit for positions meeting the recognition threshold is measured as the largest benefit more likely than not of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.

Net Loss per Share

Basic net loss per ordinary share is calculated by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per ordinary share is computed by dividing the net loss by the weighted-average number of ordinary shares and potentially dilutive securities outstanding for the period determined using the treasury stock method.

Recently Issued Accounting Pronouncements

As an emerging growth company, the Jumpstart Our Business Startups Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to delay adoption of certain new or revised accounting standards. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.

In November 2024, the FASB issued ASU No. 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose, for interim and annual reporting periods, additional information about certain income statement expense categories. The requirements are effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Entities are permitted to apply either the prospective or retrospective transition methods. The Company is currently evaluating the impact that the adoption of this ASU will have on its financial statements.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires entities to disclose specific categories in the rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold. It also requires entities to disclose certain information regarding income taxes paid and other disclosures related to income and income tax expense from continuing operations. The standard is effective for fiscal years beginning after December 15, 2025 for public business entities and for fiscal years beginning after December 15, 2025 for all other entities. The Company is currently evaluating the impact that the adoption of this standard will have on its financial statements.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). This ASU incorporates certain SEC disclosure requirements into the FASB ASC. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of ASC Topics, enabling users to more easily compare entities subject to the SEC’s existing disclosures with those not previously subject to the requirements, and aligning the requirements in the ASC with the SEC regulations. The ASU has an unusual effective date and transition requirements since it is contingent on future SEC rule making. If the SEC fails to enact the required changes by June 30, 2027, this ASU is not effective for any entities. Early adoption is not permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its financial statements

3. Prepaid expenses and other current assets

As of March 31, 2025, and 2024, prepaid expenses and other current assets include the following components:

	2025		2024
	March 31,
	2025		2024
Advance payment	¥	—	¥	9,561
Prepaid expenses		6,850		28,461
Deposit		2,450		1,850
Consumption taxes paid		3,725		26,459
Others		16		10,207
Total Prepaid expenses and other current assets	¥	13,041	¥	76,538

F-14

4. Property and Equipment, Net

As of March 31, 2025 and 2024, property and equipment consisted of the following:

Schedule of Plant and Equipment, Net

	2025			2024
	March 31,
	2025			2024
Fixtures	¥	3,664		¥	3,476
Tooling and equipment		337			337
Computer and other equipment		308			127
Vehicle		7,218			-
Total property and equipment	¥	11,527		¥	3,940
Total property and equipment, gross	¥	11,527		¥	3,940
Less: Accumulated depreciation		(4,581	)		(2,011	)
Total property and equipment, net	¥	6,946		¥	1,929

The Company recognized depreciation expenses on property and equipment of JPY2,570, JPY1,693 and JPY220 during the fiscal years ended March 31, 2025, 2024 and 2023, respectively. The Company had a write-off of property and equipment of nil, nil and JPY592 during the fiscal years ended March 31, 2025, 2024 and 2023, respectively. The Company records depreciation expenses and loss on disposal of property and equipment in selling, general and administrative expenses and other income (expense), net in the Statements of Operations, respectively.

5. Intangible assets, Net

As of March 31, 2025 and 2024, intangible assets consisted of the following:

Schedule of Intangible Assets

	2025			2024
	March 31,
	2025			2024
Patents	¥	2,101		¥	2,101
Trademarks		773			-
Software - WIP		4,691			-
Total intangible assets		7,565			2,101
Total intangible assets, gross		7,565			2,101
Less: Accumulated amortization		(461	)		(139	)
Total intangible assets, net	¥	7,104		¥	1,962

The Company recognized amortization expenses on intangible assets of JPY322, JPY139 and nil during the fiscal years ended March 31, 2025, 2024 and 2023, respectively. The Company records amortization expenses in selling, general and administrative expenses in the Statements of Operations.

F-15

6. Leases

The Company has an operating lease for office space and a printer. As of March 31, 2025 and 2024, the following amounts were recorded on the Balance Sheets relating to the Company’s operating lease.

	2025		2024
	March 31,
	2025		2024
Right-of-Use Assets
Operating lease assets	¥	880	¥	6,778
Lease Liabilities
Operating lease liabilities - Current	¥	402	¥	6,523
Operating lease liabilities - Non-current		479		255

The following table summarizes the contractual maturities of operating lease liabilities as of March 31, 2025:


2026	¥	411
2027		155
2028		155
2029		155
2030		25
Thereafter		-
Total lease payments		901
Less amounts representing interest		(20	)
Present value of lease payments		881
Less: current portion		(402	)
Non-current lease liabilities	¥	479

The following table illustrates information regarding the Company’s operating leases as of and for the fiscal years ended March 31, 2025 and 2024:

	March 31,
	2025			2024
Total operating lease cost	¥	6,643		¥	6,179
Cash paid for amounts included in the measurement of the operating lease liability	¥	6,708		¥	6,323
Weighted average remaining lease term (years)		3.0			1.1
Weighted average discount rate		1.48	%		1.48	%

The Company did not have significant sublease income or variable lease costs for the fiscal years ended March 31, 2025, 2024 and 2023.

7. Investments

The fair value of the Company’s investments is determined based on inputs not observable in the market and classified as Level 3 within the fair value hierarchy.

The following table summarizes the activity in investments during the fiscal years ended March 31, 2025 and 2024:

Schedule of Investments Activity

	2025		2024
	March 31,
	2025		2024
Balance, beginning of period	¥	134	¥	6,686
Additions		—		10,000
Disposals		—		(6,552	)
Impairment loss		—		(10,000	)
Balance, end of period	¥	134	¥	134

The Company recognized impairment loss on investments of nil, JPY10,000, and JPY10,000 during the fiscal years ended March 31, 2025, 2024 and 2023, respectively. The Company records impairment loss in other income (expenses), net in the Statements of Operations.

F-16

8. Other payables

As of March 31, 2025 and 2024, other payables consisted of the following:

Schedule of Other Payables

	2025		2024
	March 31,
	2025		2024
Outsourcing fees	¥	1,584	¥	19,085
Professions fees		9,912		1,266
Sales and marketing		4,596		160
Research and development		8,180		7,370
Income tax withholding		3,110		16,423
Compensations		16,070		9,247
Business tax payable		3,919		6,888
Others		10,779		4,326
Total other payables	¥	58,150	¥	64,765

9. Commitments and Contingencies

Guarantees and Commitments

There were no commitments under certain purchase or guarantee arrangements as of March 31, 2025 and 2024.

Legal Matters

From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. There were no such material matters as of and for the fiscal years ended March 31, 2025 and 2024 except for the following.

On May 14, 2023, the Company was served with a complaint by ZESTO Consulting LLC (“ZESTO”) demanding unpaid system development fees of JPY21,770. On December 13, 2024, the Tokyo District Court ruled against the Company, holding the Company liable for unpaid service fees totaling JPY19,470 with interest accruing at a rate of 3%. On December 29, 2024, ZESTO submitted the notice of appeal demanding for the full compensation of the unpaid system development fees and a higher statutory interest rate. The Company has filed an objection to the appeal and, as of the date hereof, is in the process of preparing a supplemental submission to such objection while the proceedings are still pending. It is, therefore, premature to anticipate the case’s outcome. In the fiscal year ended March 31, 2023, the Company recognized the total JPY22,470 related to the lawsuit in research and development costs in the Statements of Operations.

Indemnification

In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with third parties. To date, the Company has not paid any material claims or been required to defend any material actions related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

F-17

10. Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share:

	2025			2024			2023
	For the Fiscal Years Ended March 31
	2025			2024			2023

Basic and Diluted Net Loss Per Ordinary Share:
Net loss attributable	¥	(534,685	)	¥	(661,966	)	¥	(478,633	)
Weighted average ordinary shares outstanding		42,210,000			41,127,797			38,882,926
Basic and diluted net loss per ordinary share	¥	(12.7	)	¥	(16.1	)	¥	(12.3	)

11. Income Taxes

The components of loss before income taxes, by geography, consists of the following:

	2025			2024			2023
	For the Fiscal Years Ended March 31,
	2025			2024			2023
Japan	¥	(534,685	)	¥	(661,966	)	¥	(478,633	)
Income tax expense	¥	(534,685	)	¥	(661,966	)	¥	(478,633	)

During the fiscal years ended March 31, 2025, 2024 and 2023, the Company had no tax expense.

The Company is subject to national and local income taxes in Japan which, in the aggregate, indicate a statutory rate of approximately 30.62% for the fiscal years ended March 31, 2025 and 2024, respectively, and 33.58% for the fiscal year ended March 31, 2023. The statutory tax rate in effect for the year in which the temporary differences are expected to reverse is used to calculate the tax effects of temporary differences that are expected to reverse in the future years.

A reconciliation of income tax expense to the amount of income tax expense (benefit) at the statutory rate in Japan for the fiscal years ended March 31, 2025, 2024 and 2023 is as follows:

	2025			2024			2023
	For the Fiscal Years Ended March 31,
	2025			2024			2023
Income tax benefit at the statutory rate	¥	(163,721	)	¥	(202,694	)	¥	(160,725	)
Increase (reduction) in taxes resulting from:
Change in valuation allowance		193,402			175,731			175,162
Permanent difference		(19,400	)		(6,741	)		(15,264	)
Unrecognizable loss carryforwards		—			13,083			-
Non-deductible expenses		6,937			4,548
Rate difference		(16,310	)		17,892			729
Inhabitat and business tax		(909	)		(1,818	)		-
Other		1			(1	)		98
Income tax expense	¥	—		¥	—		¥	—

F-18

Significant components of deferred tax assets and liabilities are as follows:

	2025			2024
	March 31,
	2025			2024
Deferred tax assets:
Deferred revenue	¥	245,701		¥	178,054
Net operating loss carryforwards		212,825			107,085
Accrued expenses and reserves		122,403			94,401
Operating lease liabilities		278			2,076
Other		909			2,447
Total deferred tax assets		582,116			384,063
Deferred tax liabilities:
Depreciation and amortization	¥	9,725		¥	3,278
Operating lease ROU assets		280			2,076
Total deferred tax liabilities		10,005			5,354
Less: Valuation allowance		(572,111	)		(378,709	)
Net deferred tax assets/(liabilities)	¥	—		¥	—

The Company has net operating loss carryforwards of JP675,207, JPY349,722 and JPY143,264 as of March 31, 2025, 2024 and 2023, respectively, which expire between 2033 to 2035.

The Company has evaluated the positive and negative evidence bearing upon the realizability of its net deferred tax assets. Due to the Company’s history of net losses and the difficulty in predicting future results, the Company concluded it was not more likely than not that the deferred tax assets would be utilized. Accordingly, the Company has established a full valuation allowance against net deferred tax assets as of March 31, 2025 and 2024. Significant management judgment is required in determining the Company’s deferred tax assets and liabilities and valuation allowances for purposes of assessing its ability to realize any future benefit from its net deferred tax assets. The Company intends to maintain this valuation allowance until sufficient positive evidence exists to support the reversal of the valuation allowance. Income tax expense recorded in the future will be reduced to the extent that sufficient positive evidence materializes to support a reversal of, or decrease in, the Company’s valuation allowance.

The net changes in the total valuation allowance for net deferred tax assets for the fiscal years ended March 31, 2025 and 2024 consist of the following:

	2025		2024
	For the Fiscal Years Ended March 31,
	2025		2024
Valuation allowance at beginning of year	¥	378,709	¥	202,978
Additions (deductions)		193,402		175,731
Valuation allowance at end of year	¥	572,111	¥	378,709

For the fiscal years ended March 31, 2025, 2024 and 2023, the Company had no uncertain tax positions anticipated to significantly increase or decrease within 12 months.

Interest and penalties related to income tax matters are recognized as a component of selling, general and administrative expenses in the Statements of Operations, if applicable. The Company did not have any interest or penalties associated with any uncertain tax benefits that had been accrued or recognized as of and for the fiscal years ended March 31, 2025, 2024 and 2023.

The Company files national and local income tax returns within Japan. As of the reporting date, the Company is not currently, or has it been, under income tax examination, but it may be subject to examination in the future. The tax authorities could perform tax examination on years as early as the tax year ended March 31, 2025.

F-19

12. Shareholders’ Equity (Deficit)

Ordinary Shares

As of March 31, 2025, the Company has 168,000,000 ordinary shares authorized. Each holder of ordinary shares shall be entitled to one vote for each share held as of the record date and shall be entitled to receive dividends, when, as and if declared by the shareholders’ meeting or the Board of Directors. The total ordinary shares issued and outstanding as of March 31, 2025 and 2024 was 42,210,000 shares.

13. Revenue

Disaggregation of Revenue

The tables below reflect revenue by major source, timing of transfer of goods and services, and geographical markets for the fiscal years ended March 31, 2025, 2024 and 2023:

Schedule of Disaggregation of Revenue

	2025		2024		2023
	For the Fiscal Years Ended March 31,
	2025		2024		2023

Sales of Software	¥	150,971	¥	75,125	¥	15,481
Consulting and Support Services		524,590		617,979		12,156
Advertising Services		—		—		39,960
Outsourcing Services		—		—		16,000
Total	¥	675,561	¥	693,104	¥	83,597

During the fiscal year ended March 31, 2025, revenue from consulting and support services was generated from the provision of e-learning and software installation support services. During the fiscal year ended March 31, 2024, revenue from consulting and support services was generated from the provision of e-learning, e-commerce store set-up services, and software installation support services, while during the fiscal year ended March 31, 2023, revenue from consulting and support services was generated from the provision of IT system installation subsidy application consulting and support services.

	2025		2024		2023
	For the Fiscal Years Ended March 31,
	2025		2024		2023

Timing of transfer of goods and services
Point in time		-		336,031		12,156
Over time		675,561		357,073		71,441
Total	¥	675,561	¥	693,104	¥	83,597

					Restated
	For the Fiscal Years Ended March 31,
	2025		2024		2023

Geographical markets
Japan		675,561		693,104		83,597
Total	¥	675,561	¥	693,104	¥	83,597

F-20

The following table summarizes the activity in deferred revenue during the fiscal years ended March 31, 2025 and 2024.

	2025		2024
	For the Fiscal Years Ended March 31,
	2025		2024
Deferred revenue, beginning of period	¥	399,413	¥	223,471
Deferred revenue, end of period		764,933		399,413

Revenue recognized in the period from amounts included in deferred revenue at the beginning of period		93,870		55,172

Changes in deferred revenue are primarily due to the timing of revenue recognition and cash collections. As of March 31, 2025 and 2024, deferred revenue represents the Company’s remaining performance obligations to provide software, e-learning and software installation support services for which consideration has been received.

As of March 31, 2025, JPY764,933 of revenue is expected to be recognized from remaining performance obligations for customer contracts. The Company expects to recognize revenue on JPY130,824 of these remaining performance obligations over the next 12 months, with the remaining balance to be recognized thereafter.

14. Cost of revenue

Disaggregation of Cost of revenue

The table reflects cost of revenue by major source for the fiscal years ended March 31, 2025, 2024 and 2023:

	2025		2024		2023
	Fiscal Year Ended March 31,
	2025		2024		2023

Sales of Software	¥	1,057	¥	4,072	¥	370
Consulting and Support Services		2,879		15,776		62,315
Advertising Services		—		—		—
Outsourcing Services		—		—		7,937
Total	¥	3,936	¥	19,848	¥	70,622

For the fiscal year ended March 31, 2024, cost of revenue from consulting and support services mainly relates to the personnel costs to provide e-learning and software installation support services. For the fiscal year ended March 31, 2024, cost of revenue from consulting and support services mainly relates to the personnel costs and costs paid to the Company’s vendors to set up e-commerce site. For the fiscal year ended March 31, 2023, cost of revenue from consulting and support services mainly relates to the costs paid to the vendor who provide IT system installation subsidy application services.

F-21

15. Stock-based Compensation

On February 6, 2024, the Company’s Board of Directors approved the issuance of the stock options. On February 7, 2024, stock options to purchase in aggregate of 226,800,000 ordinary shares at an exercise price of JPY0.2 per ordinary share were granted to the Company’s directors, employees and consultants. The options vest upon the successful completion of IPO, which is a performance condition. The options are exercisable only after February 7, 2026 and have a contractual term of eight years. Achievement of the IPO-based performance condition of stock options is not deemed to be probable until such event occurs. Therefore, no stock options vest, are expected to vest, or are exercisable prior to the Company’s IPO. Accordingly, the Company recognizes no stock-based compensation expense prior to the IPO.

The fair value of the stock options as of the grant date was JPY0.07 and was estimated using the Black-Scholes option-pricing model. The following table summarizes the significant assumptions used to estimate the fair value of the stock options.

Expected term	3 years
Expected volatility	44.67	%
Expected dividend rate	—	%
Risk-free rate	2.00	%

As of March 31, 2025, there was a total of JPY16,367 unrecognized compensation expenses related to unvested stock options.

As of March 31, 2025 and March 31, 2024, the Company had 226,800 nonvested stock options with weighted-average grant-date fair value of JPY72 per option.

16. Consulting Agreement

On April 24, 2023, the Company entered into a consulting and services agreement with Spirit Advisors, LLC. (“Spirit Advisors”) pursuant to which it agreed to compensate Spirit Advisors with cash consideration of US$320,000 and common share purchase warrants (the “Spirit Warrants”) in exchange for professional services to be provided by Spirit Advisors in connection with its IPO. Spirit Advisors may exercise the Spirit Warrants to purchase 3% of the issued and outstanding ordinary shares as of the date of the Spirit Warrants’ issuance, which will be automatically adjusted to 3% of the fully diluted number of ordinary shares on the date the Company completes the IPO. The exercise price per share is US$0.01, subject to adjustment as provided in the Spirit Warrants. The warrants are only exercisable upon the successful completion of the IPO. The Spirit Warrants will be substituted in kind with the stock acquisition rights.

As of December 18, 2024, pursuant to the side letter agreement between the Company and Spirit Advisors, the Spirit Warrants were cancelled due to structural limitations specific to the Company’s shareholder framework and internal procedures.

F-22

17. Related Party

The related parties that had material balances and transactions as of and for the fiscal years ended March 31, 2025 and 2024 consist of the following:

Name of Related Party		Nature of Relationship on March 31, 2025
Hidetoshi Yokoyama		Representative director, Chairman, and the former Chief Executive Officer of the Company
Clustar, Inc.		A company controlled by Mr. Teppei Shinkawa, the Company’s former director and Chief Financial Officer
Samulion Factory, Inc.		A company controlled by Mr. Teppei Shinkawa, the Company’s former director and Chief Financial Officer

The Company had the following related party transactions as of and for the fiscal years ended March 31, 2025 and 2024:

Schedule of Related Party Transactions

		March 31,
		2025		2024
Related party receivable
Hidetoshi Yokoyama	For payment made on behalf by the Company	¥	—	¥	9,304

		Fiscal year ended March 31,
		2025		2024		2023
Selling, General and Administrative Expenses with related parties
Clustar, Inc.	Advertising expenses	¥	—	¥	2,190	¥	—
Samulion Factory, Inc.	Provision of consulting services		—		9,786		2,036

18. Subsequent Events

The Company has evaluated subsequent events after the balance sheet date through August 14, 2025, the date the financial statements were available for issuance. Management has determined that, except as disclosed below, no significant events or transactions have occurred subsequent to the balance sheet date that require both recognition and disclosure in the financial statements.

On April 4, 2025, the Company renewed its operating lease agreement for the office space in Tokyo, Japan. The lease term is two years, commencing on April 15, 2025, with base monthly rent of JPY592. Under the provisions of ASC 842, the Company expects to recognize ROU asset and corresponding lease liabilities of JPY13,993 on the commencement date.

On May 26, 2025, the Company executed a loan agreement with Mr. Hidetoshi Yokoyama for the principal amount of JPY46,618 from Mr. Yokoyama during the period of May 26, 2025 to July 16, 2025. The loan is unsecured, has an interest rate of 0.9% per annum, and is due for repayment by July 31, 2025. Proceeds of the loan were used for working capital and other general corporate purposes The outstanding balance was fully repaid at the end of July 2025.

On July 18, 2025, the Company completed its IPO of 3,750,000 ordinary shares, each represented by one American depositary share, at an IPO price of $4.0 per share. The net proceeds to the Company from the IPO, after deducting underwriting discounts and other offering expenses payable by the Company, were $13,370.

In connection with the IPO, certain previously granted stock options that had a performance condition tied to the IPO became fully vested. As a result, the Company recognized stock-based compensation expense in the period subsequent to the balance sheet date but prior to issuance of theses financial statements.

F-23

Amendment: SEC Form 20-F/A filed by Robot Consulting Co. Ltd. ADS