6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2023

Commission File Number 001-41662

SYLA Technologies Co., Ltd.

(Exact name of registrant as specified in its charter)

Ebisu Prime Square Tower 7F, 1-1-39

Hiroo, Shibuya-ku, Tokyo, Japan

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

As previously disclosed, SYLA Technologies Co., Ltd. (the “Company”) held an Extraordinary General Meeting of Shareholders (the “Meeting”) on June 30, 2023 for the following purposes, as more fully described in the Notice of Convocation included as Exhibit 99.1 to the Company’s report on Form 6-K furnished on June 7, 2023 (the “Notice”):

● Proposal 1: Partial amendment of the Company’s Articles of Incorporation

● Proposal 2: Election of four directors

● Proposal 3: Election of one corporate auditor

On June 30, 2023, SYLA Technologies Co., Ltd. (the “Company”) held an Extraordinary General Meeting of Shareholders (the “Meeting”), to vote on the following matters:

1. Partial Amendment of the Company’s Articles of Incorporation

Stockholders voted to approve the partial amendment to the Company’s Articles of Incorporation, as described in the Notice, with an effective date of July 1, 2023, in accordance with the voting results listed below.

For	Against	Abstain	Broker Non-Votes
217,422	-	-	-

A copy of the amendment to the Articles of Incorporation is attached hereto as Exhibit 1.1 and incorporated herein by reference.

2. Election of Four Directors

Each of the following four nominees was elected to serve on the Company’s Board of Directors (Takeshi Fuchiwaki as Director, Stuart Gibson, Yozo Tachibana, and Keiji Torii as Independent Directors), effective July 1, 2023, in accordance with the voting results listed below.

Nominee	For	Against	Abstain	Broker Non-Votes
Takeshi Fuchiwaki	217,422	-	-	-
Stuart Gibson	217,422	-	-	-
Yozo Tachibana	217,422	-	-	-
Keiji Torii	217,422	-	-	-

Following the election of the above four nominees, the Company’s Board of Directors consists of nine directors.

3. Election of One Corporate Auditor

Keiko Yokoyama was elected to serve as the Company’s Outside Corporate Auditor, effective July 1, 2023, in accordance with the voting results listed below.

For	Against	Abstain	Broker Non-Votes
217,422	-	-	-

On July 6, 2023, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the election at the Meeting of four new directors to its Board of Directors.

The information contained in any website is not a part of this Form 6-K. The press release furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Exhibit Index

Exhibit No.	Document
1.1	Amendment to Articles of Incorporation of the registrant.
99.1	Press release of the registrant dated July 6, 2023.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SYLA TECHNOLOGIES CO., LTD.
Date: July 6, 2023	By:	/s/ Hiroyuki Sugimoto
	Name:	Hiroyuki Sugimoto
	Title:	Chief Executive Officer

EX-1.1

Articles of Incorporation of SYLA Technologies

December 10, 2007 Amended

March 16, 2009 Amended

August 31, 2009 Amended

June 1, 2008 Amended

March 16, 2020 Amended

March 31, 2021 Amended

January 14, 2022 Amended

April 1, 2022 Amended

July 1, 2022 Amended

November 30, 2022 Amended

March 31, 2023 Amended

June 30, 2023 Amended

Articles of incorporation

CHAPTER 1. GENERAL PROVISIONS

(Trade Name)

Article 1. The Company shall be referred to as SYLA Technologies Co., Ltd. and in English it shall be referred to as SYLA Technologies Co., Ltd.

(Purpose)

Article 2. The purpose of the Company shall be to engage in the following businesses:

1 Sale, lease, management and brokerage of real estate

2 Planning, research and design related to urban development

3 Planning, investigation and design of effective use of land and buildings

4 Construction work

5 Extension, reconstruction, rebuilding and renovation of housing

6 Various research services such as corporate research, market research, distribution research, etc.

7 Publication of various publications

8 Non-life insurance agency business

9 Business related to sales of life insurance

10 Real estate securitization business

11 Management of an architect’s office

12 Agency services for communications business

13 Development and sales of computer software

14 Worker Dispatching Business

15 Fee-charging employment agencies

16 Financial services

17 Sale of apparel

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18 Management of restaurants and coffee shops

19 Operation of fresh flower shop

20 Management consulting services

21 Acquisition and holding of securities, etc.

22 Formation, management, and operation of investment limited partnerships and other organizations, as well as management and operation of assets of such organizations, etc.

23 Undertaking employee training at a company

24 Preparation of accounting calculations and business management documents and other accounting work, as well as being commissioned with investment screening services

25 Planning, drafting, designing, construction management and consulting services related to various buildings, structures, landscaping, store layouts, etc.

26 Direct mail consignment business

27 Sales, installation, construction, management and maintenance of  photovoltaic systems;

Maintenance, research and development, and related consulting

28 Sales of electricity generated by solar power generation

29 Any other lawful business

(Location of Head Office)

Article 3. The head office of the Company shall be located in Shibuya Ward, Tokyo.

(Organizational Structure)

Article 4. In addition to the General Meeting of Shareholders and Directors, the Company shall establish the following organizations:

1 Board of Directors

2 Corporate Auditors

3 Board of Corporate Auditors

(Method of Public Notice)

Article 5. Public notices of the Company shall be given by way of electronic public notices. However, in the event of an accident or other unavoidable circumstances that preclude electronic public notice, public notices shall be published in the Nikkan Kogyo Shimbun.

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Chapter 2 Shares

(Total Number of Authorized Shares)

Article 6. The total number of shares authorized to be issued by the Company shall be 900000 shares.

(Issuance of Share Certificates)

Article 7. The Company shall issue share certificates for its shares.

(Acquisition of Own Shares)

Article 8. The Company shall comply with the provisions of Article 165, Paragraph 2 of the Companies Act. By resolution of the Board of Directors in accordance with the provisions The Company may acquire its own shares.

Article 9. Deleted

(Shareholder Register Administrator)

Article 10. The Company shall appoint a shareholder register administrator.

(ii) The shareholder register administrator and his / her office shall be determined by resolution of the Board of Directors.

(iii) Preparation and keeping of the register of shareholders, the register of share options and the register of lost share certificates of the Company and other administrative affairs concerning the register of shareholders, the register of share options and the register of lost share certificates shall be entrusted to the administrator of the register of shareholders and shall not be handled by the Company.

(Rules for Handling Shares)

Article 11. The handling of shares of the Company and the therefor shall be governed by laws and regulations, these Articles of Incorporation, and the Share Handling Regulations established by the Board of Directors.

(Cases Where Entitlement to the Allotment of Shares, etc. is Granted)

Article 12. The Company shall hold shares of the Company (including shares resulting from disposal of treasury shares). In cases where the right to receive the allotment of shares or Share Options is to be granted to shareholders in the solicitation of persons to subscribe for New Shares or New Share Options, the matters concerning such solicitation, the fact that the right to receive the allotment of such shares or New Share Options is to be granted to shareholders and the date of application for subscription shall be determined by a resolution of the board of directors.

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Chapter 3 General Meeting of Shareholders

(Convocation)

Article 13. An Ordinary General Meeting of Shareholders of the Company shall be convened within three (3) months from the day following the last day of each business year, and an Extraordinary General Meeting of Shareholders shall be convened whenever necessary.

(Record Date of Annual Shareholders Meeting)

Article 14. The record date for voting rights at the Annual General Meeting of Shareholders of the Company shall be December 31 of each year.

(Convenor and Chairperson)

Article 15. Unless otherwise provided for in laws and regulations, the General Meeting of Shareholders shall be convened by the Chairman and Chief Executive Officer by a resolution of the Board of Directors and shall be chaired by the Chairman and Chief Executive Officer.

(ii) In the event that the Chairman and Chief Executive Officer is unable to attend the General Meeting of Shareholders, another Director shall convene the General Meeting of Shareholders in accordance with the order determined in advance by the Board of Directors and shall act as the Chairman.

(Electronic Provision of Information, etc.)

Article 16. The Company shall, at the time of convening a General Meeting of Shareholders, take measures to provide the information contained in the Reference Documents for the General Meeting of Shareholders, etc. electronically.

(ii) The Company may not include all or part of the matters for which it takes electronic provision measures, which are provided for in the Ordinance of the Ministry of Justice, in the documents to be delivered to shareholders who have made a request for delivery of documents by the Record Date for Voting Rights.

(Method of Resolution)

Article 17. Unless otherwise provided for in laws and regulations or these Articles of Incorporation, resolutions of the General Meeting of Shareholders shall be made by a majority of the voting rights of the shareholders who are present and entitled to exercise their voting rights.

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(ii) Resolutions of the General Meeting of Shareholders set forth in Article 309, Paragraph 2 of the Companies Act shall be made by at least two-thirds of the voting rights of attending shareholders at a meeting where shareholders holding at least one third of the voting rights of all shareholders who are entitled to exercise their voting rights are present.

(Exercise of voting rights by proxy)

Article 18. A shareholder may exercise his / her voting rights by appointing another shareholder with voting rights of the Company as his / her proxy.

(ii) Shareholders or proxies shall submit to the Company a document evidencing the authority of proxy for each General Meeting of Shareholders.

(Minutes of Shareholders Meeting)

Article 19. The outline of the proceedings at the General Meeting of Shareholders, the results thereof, and other matters prescribed by laws and regulations shall be described or recorded in the minutes.

Chapter 4 Directors and Board of Directors

(Number of Directors)

Article 20. The Company shall have no more than ten (10) Directors.

(Method of Election of Directors)

Article 21. The Directors shall be elected at a general meeting of shareholders.

(ii) Resolutions on the election of Directors shall be adopted by a majority of the voting rights of attending shareholders at a meeting where shareholders holding one third or more of the voting rights of all shareholders who are entitled to exercise their voting rights are present.

(iii) Cumulative voting shall not be used for the election of Directors.

(Term of Office of Directors)

Article 22. The term of office of Directors shall expire at the close of the ordinary general meeting of shareholders relating to the last fiscal year ending within one (1) year after their election.

(ii) As currently in effect

(Representative Directors and Directors with Special Titles)

Article 23. The Board of Directors shall appoint the Representative Director by its resolution.

(ii) The Board of Directors may, by its resolution, appoint one (1) Chairman of the Board of Directors and one (1) President and President, and a few (1) Executive Vice Presidents, Senior Managing Directors and Managing Directors.

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(Convenor and Chairperson)

Article 24. Unless otherwise provided for in laws and regulations, the Chairman and CEO shall convene a meeting of the Board of Directors and preside over it.

(ii) In the event that the Chairman and CEO is unable to attend a meeting of the Board of Directors, another Director shall convene the meeting of the Board of Directors in accordance with the order determined in advance by the Board of Directors and shall act as the chairperson thereof.

(Notice of Calling)

Article 25. Notice of convocation of a meeting of the Board of Directors shall be dispatched to each Director and each Audit & Supervisory Board Member at least three days prior to the date of the meeting. Provided, however, that this period may be shortened in case of urgent necessity.

(ii) With the consent of all Directors and Audit & Supervisory Board Members, a meeting of the Board of Directors may be held without convocation procedures.

(Method of Resolution)

Article 26. Resolutions of the Board of Directors shall be made by a majority of the Directors present at the meeting where a majority of the Directors entitled to participate in the vote are present.

(Omission of Resolutions of the Board of Directors)

Article 27. In the event that the requirements of Article 370 of the Companies Act are satisfied, the Company shall be subject to a resolution of the Board of Directors.

Of this Regulation.

(Minutes of the Board of Directors)

Article 28. A summary of the proceedings at the Board of Directors meeting, the results thereof, and other matters prescribed by laws and regulations shall be recorded in the minutes, and the Directors and Audit & Supervisory Board Members present at the meeting shall affix their names and seals or electronic signatures thereto.

(Regulations of the Board of Directors)

Article 29. Matters relating to the Board of Directors shall be governed by laws and regulations, these Articles of Incorporation, and the Regulations of the Board of Directors determined by the Board of Directors.

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(Directors’ Exemption from Liability)

Article 30. The Company shall, pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, appoint Directors (including former Directors) who have failed to perform their duties.) to the extent permitted by law.

May be exempted by resolution of the Board of Directors.

(ii) Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may elect directors (excluding executive directors, etc.). Article 423, Paragraph 1 of the same Act). Provided, however, that the maximum amount of liability under such contract shall be the minimum amount of liability prescribed by laws and regulations.

(Remuneration for Directors)

Article 31. Remuneration, bonuses and other financial benefits to be received by Directors from the Company as consideration for the execution of their duties (hereinafter referred to as “Remuneration, etc.”) shall be determined by resolution of the General Meeting of Shareholders.

Chapter 5 Corporate Auditors and Board of Corporate Auditors

(Number of Company Auditors)

Article 32. The Company shall have no more than five (5) Corporate Auditors.

(Method of Election of Company Auditors)

Article 33. Corporate Auditors shall be elected at a General Meeting of Shareholders.

(ii) The resolution for the election of Audit & Supervisory Board Members shall be based on the voting rights of the shareholders entitled to exercise their voting rights.

A resolution shall be adopted by a majority of the voting rights of the shareholders present at the meeting where shareholders holding one third or more of the voting rights are present.

(Company Auditors’ Terms of Office)

Article 34. The term of office of corporate auditors shall expire at the close of the ordinary general meeting of shareholders relating to the last fiscal year ending within four (4) years after their election.

As currently in effect

(Full-time Company Auditors)

Article 35. The Board of Corporate Auditors shall appoint full-time Corporate Auditors by its resolution.

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(Notice of Calling of Board of Company Auditors)

Article 36. Notice of convocation of a meeting of the Audit & Supervisory Board shall be dispatched to each Audit & Supervisory Board Member at least three days prior to the date of the meeting. However, if there is an urgent need, the period may be shortened.

(ii) If the consent of all Audit & Supervisory Board Members is obtained, a meeting of the Audit & Supervisory Board shall be held without the convocation procedures.

It can be held.

(Method of Resolution of Board of Company Auditors Meeting)

Article 37. Unless otherwise provided for in laws and regulations, resolutions of the Board of Corporate Auditors shall be made by a majority of the Corporate Auditors.

(Minutes of Board of Company Auditors)

Article 38. A summary of the proceedings at meetings of the Board of Corporate Auditors, the results thereof, and other matters prescribed by laws and regulations shall be recorded in the minutes, and the Corporate Auditors present at the meeting shall affix their names and seals or electronic signatures thereto.

(Regulations of the Board of Company Auditors)

Article 39. Matters relating to the Board of Corporate Auditors shall be governed by laws and regulations, these Articles of Incorporation, and the Regulations of the Board of Corporate Auditors determined by the Board of Corporate Auditors.

(Exemption from Liability of Company Auditors)

Article 40. The Company shall, in accordance with the provisions of Article 426, Paragraph 1 of the Companies Act, appoint Audit & Supervisory Board Members (including former Audit & Supervisory Board Members) due to negligence of their duties. (Limited Liability for Damages) may be exempted by resolution of the Board of Directors to the extent permitted by laws and regulations.

(ii) Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with Corporate Auditors to limit their liability for damages under Article 423, Paragraph 1 of the same Act. However, the maximum amount of liability under the said contract shall be the minimum liability amount stipulated by laws and regulations.

(Remuneration for Company Auditors)

Article 41. Remuneration, etc. for Audit & Supervisory Board Members shall be determined by resolution of a General Meeting of Shareholders.

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Chapter 6 Accounting

(Business Year)

Article 42. The business year of the Company shall be one year from January 1 to December 31 of each year.

(Record Date for Distribution of Surplus)

Article 43. The record date for year-end dividends of the Company shall be December 31 of each year.

(Interim Dividends)

Article 44. By a resolution of the Board of Directors, the Company shall pay dividends of surplus prescribed in Article 454, Paragraph 5 of the Companies Act (hereinafter referred to as the “Interim Dividend”) to shareholders, etc. who are entered or recorded in the final shareholder register as of June 30 of each year. ).

(Period for Exclusion of Liquidating Distribution, etc.)

Article 45. In case that dividends are not received even after three full years have elapsed from the day of commencement of payment, the Company shall be released from its obligation of payment.

(ii) Accrued year-end dividends and interim dividends shall bear no interest.

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EX-99.1

Exhibit 99.1

SYLA Technologies Announces Election of New Directors and Corporate Auditor  

TOKYO, JAPAN – July 6, 2023 – SYLA Technologies Co., Ltd. (NASDAQ: SYT) (“SYLA” or “the Company”), operator of the largest membership real estate crowd-funding platform in Japan, announced the election of four new directors, including three independent directors, and one outside corporate auditor at its Extraordinary General Meeting of Shareholders held on June 30, 2023. The Company believes that these changes will strengthen its global management structure. At the meeting, shareholders elected Mr. Takeshi Fuchiwaki as a director, Messrs. Stuart Gibson, Yozo Tachibana and Keiji Torii as independent directors, and Ms. Keiko Yokoyama as an outside corporate auditor.

The election of Mr. Fuchiwaki as a new director promotes and expands SYLA’s core business as a prop-tech company. Mr. Fuchiwaki has over 13 years of experience working for global companies such as GE Healthcare, and has served as SYLA’s Group Executive Officer and CGO since 2022.

In addition to Mr. Takeshi Fuchiwaki’s election as a new director, SYLA’s shareholders also elected three independent directors. This includes Mr. Gibson, who has more than 24 years of experience in real estate development and real estate investment in Asia (predominantly Japan), including 15 years in the Japanese industrial real estate sector, and is now CEO of ESR LTD. This also includes Mr. Tachibana, who served as President and Representative Director of Rakuten Baseball, Inc. His tenure with Rakuten Baseball included the team’s first league championship, as well as the first place in its Japanese league. He also served as President and Representative Director of Rakuten Vissel Kobe, Inc., where he helped the team become the first in the J-League to surpass 10 billion yen in operating revenue.

Shareholders also elected Mr. Torii    as an independent director. Mr. Torii has served as SYLA’s corporate auditor, as Executive Vice President of Mizuho Financial Group, Inc. and Executive Vice President of Mizuho Information & Research Institute, Inc.

In addition, Ms. Yokoyama, a certified public accountant who has served as an independent director and corporate auditor for several companies including Karadanote Inc., was elected an outside corporate auditor of SYLA.

“We are excited to welcome Mr. Fuchiwaki, Mr. Gibson, Mr. Tahibana, Mr. Torii as directors, and Ms. Yokoyama as corporate auditor,” said SYLA’s Chairman, Founder, and CEO Hiroyuki Sugimoto. “With these appointments, we aim to further strengthen our base for growth, increasing our corporate value proposition and realizing our mission of democratizing real estate investment. We are confident that their combined valuable insights and perspectives will contribute to our continued growth and success in the real estate crowdfunding and technology development industries.”

Corporate Profiles:

Takeshi Fuchiwaki - Representative Director, SYLA Solar Co., Ltd.

After joining PricewaterhouseCoopers K.K. in 2009, Mr. Fuchiwaki joined GE Healthcare Japan Corporation in 2010. During his career at GE Healthcare, he also worked for GE Healthcare Singapore Pte Ltd. He then became Executive Officer and CGO of SYLA Technologies Group, as well as Representative Director of SYLA Solar Co., Ltd. in 2022 (to present).

Stuart Gibson - Representative Director and CEO, ESR LTD.; Co-Founder and Co-CEO of ESR Group Limited

Mr. Gibson oversees the overall operations and business development of ESR, LTD. He has over 24 years of real estate development and investment experience in Asia, including 15 years in the Japanese industrial real estate sector. He came to Japan in 2000 as representative of Prologis Japan, and then became Co-Founder and Co-CEO of AMB BlackPine Ltd. (predecessor of AMB Property Corporation Japan), and served as the Chairman of the Advisory Committee of AMB Property Corporation Japan (currently Nippon Prologis REIT, Inc.). He founded Redwood Group Japan Ltd. in 2006, and has been in his current position since 2016. He is a native of Scotland.

Yozo Tachibana - President and Representative Director, PROSPER Inc.; President and Representative Director, Shiogama Port

Mr. Tachibana joined SALOMON BROTHERS SECURITIES INC. in 1994. After working at Goldman Sachs, he joined Merrill Lynch Japan Securities Co., Ltd. in 2010, where he became Managing Executive Officer in 2011. In 2012, he became President and Representative Director of Rakuten Baseball, Inc., and in the following year in 2013, the team won its first league championship and Japan No.1 title. In 2015, he became Vice Chairman and Representative Director of Crimson Football Club Inc.

(Currently Rakuten Vissel Kobe Inc.), where he was appointed as President and Representative Director in 2017. He contributed to the acquisition of Andres Iniesta, who had led the world-famous club Barcelona (Spain) as captain, and led the team to be the first J-League team to surpass 10 billion yen in operating revenue in fiscal 2019. He has been in his current position since 2022. He completed the formation of “the PROSPER Japan Corporate Growth Support Fund No. 1 Investment Limited Partnership” on May 10, 2023, and began its operation.

Keiji Torii - Corporate Auditor, SYLA Co., Ltd.

Mr. Torii joined The Dai-Ichi Bank, Ltd. in 1971 and was appointed Managing Director of Dai-ichi Kangyo Bank, Ltd. in 2000. He became Executive Vice President of Mizuho Financial Group, Inc. in 2004, and Executive Vice President of Mizuho Information & Research Institute, Inc. in 2005. In 2009, he served as External Corporate Auditor of ITOCHU Corporation. He joined SYLA Co., Ltd. as Advisor in 2015. He has served as an auditor of SYLA and an outside corporate auditor of SYLA Technologies Co., Ltd.

Keiko Yokoyama

Auditor, ENECHANGE Ltd.; Representative, Keiko Yokoyama Certified Public Accountant Office; Full-time Auditor of nobitel inc.; Outside Director (Member of the Audit Committee) of Karadanote Inc.

Ms. Yokoyama joined Kosaka Co. in 1994, then joined Cosmos & Co. Audit Corporation in 2003, and Deloitte Touche Tohmatsu LLC in 2004. In 2005 she was registered as a certified public accountant, became an Auditor of ENECHANGE Ltd. in 2016 (to present), and a Representative of Keiko Yokoyama Certified Public Accountant Office in 2020 (to present), and a full-time Auditor of FUBIC Corporation (currently nobitel inc.) in 2020 (to present). Furthermore, in 2021, she became an Outside Director (member of the Audit Committee) of Karadanote Inc.

About SYLA Technologies Co., Ltd.

Headquartered in Tokyo, Japan, our company consists of SYLA Technologies Co., Ltd. and its consolidated subsidiaries (SYLA Co., Ltd., SYLA Solar Co., Ltd., SYLA Brain Co., Ltd., and SYLA Biotech Co., Ltd.). The Company owns and operates the largest membership real estate crowd-funding platform in Japan, Rimawari-kun, which targets individuals, corporate and institutional investors, as well as high net worth individuals. Their mission is to democratize real estate investment around the world through technology and asset management through the Rimawari-kun platform. They are engaged in the overall investment condominium business, including planning, development, construction, sales, rental management, building management, repair work, and the sale of properties. Additional information about the Company’s products and services is available at https://syla-tech.jp/en

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses the expected gross proceeds and the closing of the offering. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report on Form 20-F, filed with the SEC on April 18, 2023. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

Contact Information

Gateway Group, Inc.

John Yi and Thomas Thayer

SYLA@gatewayir.com

Tel +1 (949) 574-3860