Tsukuruba, Inc.TSE: 2978

Financial Results Q3 Fiscal Year 2021

· Issued by Tsukuruba, Inc.

T S E G r o w t h : 2 9 7 8

Financial Results

FY 2021 Q3 (Feb . - Apr.)

J u n . 1 3 t h 2 0 2 2

FY 2021

Aug. 1st 2021 to July 31st 2022

Agenda

1.Financial Highlights for FY2021 Q3

2.Financial Results for FY2021 Q3

3.Forecast for FY2021

4.Reference

© 2022 TSUKURUBA Inc. 1

1. Financial Highlights for FY2021 Q3

© 2022 TSUKURUBA Inc. 2

Highlights

•

Continued growth with record revenue and gross profit

Financial Results

Revenue

JPY 713 million (+89% YoY)

Gross Profit

JPY 496 million (+61% YoY)

FY2021 Q3

Steady progress in cowcamo business in line with our goals for FY 2021

(Feb. 2022-Apr. 2022)

•

GMV

JPY 11,016 million (+24% YoY)

Take Rate

4.2 % (+1.1 pts YoY, -0.2 pts QoQ)

Forecast for

FY2021 (Aug. 2021-Jul. 2022)

Updated

Capital and

Business Alliance

with Marui Group

  • Continuing to review costs, focusing on controlling fixed cost, in line with the change in management policy announced in the Q2 earnings announcement.
  • At this time, we maintain our full-year forecast for FY2021 ending July 31, 2022.
  • No additional potential dilution in this case
  • Issuance of 700 million yen of Class A shares to Marui Group
  • Plans to repurchase and retire 700 million yen of existing convertible bonds in conjunction with the issuance of Class A shares
  • Establish a stronger financial base and strengthen the capital relationship with Marui Group

© 2022 TSUKURUBA Inc. 3

Updated Capital and Business Alliance with Marui Group|Summary

Summary

Purpose

Overview

of Class Share

  • Issuance of Class A shares to Marui Group through third-party allotment and purchase and cancellation of existing convertible bonds

These transactions are in effect a conversion of the bonds to equity, with no additional potential dilution in this case.

  • Strengthen capital and business alliance with Marui Group
  • Strengthen financial base by improving capital adequacy ratio
  • Put option (stock consideration): Conversion price JPY 1,200

Dilution ratio: 5.12%* (no change from the previous period due to the purchase and cancellation of the convertible bonds)

  • Put option (cash consideration): Exercisable after August 1, 2027

*Based on total number of issued shares

© 2022 TSUKURUBA Inc. 4

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