On July 17, 2025, the Company acquired 100% equity interest of MB Career Lounge, Co., Ltd. (“MB Career Lounge”), a company providing management supporting services for medical institutions in Japan as a MSC, with a cash consideration of JPY2,040,000,001 ($14,150,453). The Company incurred transaction costs of JPY140,620,000 ($975,410) directly related to the acquisition, which were capitalized as a component of the net assets acquired.

The acquisition of MB Career Lounge did not meet the definition of a business combination under ASC Topic 805. Accordingly, the Company accounted for the transaction as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. In addition, related transaction expenses are capitalized and allocated to the net assets acquired on a relative fair value basis.

The following table summarizes the amounts for the MB Career Lounge acquisition which were allocated to the fair value of aggregated net assets acquired:


Cash and cash equivalents	$	264,005
Accounts receivable		27,815
Prepaid expense and other current assets		4,339
Long-term prepayments		525
Intangible assets, net		22,597,646
Accounts payable		(16,028	)
Accrued liabilities and other current liabilities		(29,904	)
Income tax payable		(61,777	)
Deferred tax liabilities		(7,660,758	)
Net assets acquired	$	15,125,863

The assets in the purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. The intangible asset identified and valued related to the acquisition is a service agreement. The fair value of the service agreement was determined utilizing the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the service agreement acquired. The estimated useful life of the intangible asset was determined to be twenty-five years.

The results of operations, financial position and cash flows of MB Career Lounge have been included in the Company’s consolidated financial statements since the date of acquisition.