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TOP STATEMENT OF IMPORTANT MATTERS

Statement of Important Matters

This Statement states the important matters related to the shares (hereinafter referred to as the “Shares”) issued by PlanetDAO001, Inc. (hereinafter referred to as the “Company”). Investors who intend to acquire the Shares shall carefully read this Statement and fully understand its content before applying for the subscription of and acquiring the Shares.
The Company has separately published the Articles of Incorporation and the “PlanetDAO001 Business Management Regulations” of the Company. Investors shall carefully read these documents and fully understand the Company’s business before applying for the subscription of and acquiring the Shares.

(1) Risk of Fluctuations in Indicators

The Company will invest funds provided by the Shareholders mainly in the acquisition, renovation, and operation as accommodation facilities of the Subject Property (as defined in Article 2 of the Terms; the same shall apply hereinafter). As a result, fluctuations in occupancy rate as accommodation facilities, market rates for room rates, necessary expenses and taxes could adversely affect the Company’s earnings. In addition, if the Subject Property has certain flaws or defects or if the Subject Property is in a condition that lacks normal characteristics, unexpected repair costs may be incurred, which may adversely affect the Company’s earnings. The Subject Property may be damaged, lost, or deteriorated due to accidents, natural disasters such as earthquakes, tsunamis, volcanic activity, windstorms and floods, or aging, and in such cases, not only may unexpected costs be incurred, but the Company’s earnings may be adversely affected by being forced to suspend the operation of the building for a certain period. Furthermore, if there is a defect in the installation or preservation of a structure (including a building) on land, which causes damage to a third party, the Company may be obliged to compensate for the damage. These matters and other fluctuations in the asset value of the Subject Property and the earnings associated with the Subject Property may cause the price of the Shares to fluctuate after the purchase, which may result in a loss of the principal invested by the Shareholders, a decrease in profits and other losses in the Shareholders.

(2) Credit Risk

In addition to the matters set forth in (1) above, the price of the Shares may fluctuate after the purchase due to deterioration of the Company’s business or financial condition, bankruptcy, failure to perform obligations, or default on obligations, which may result in a loss of the principal invested by the Shareholders, a decrease in profits and other losses in the Shareholders.

(3) Risks relating to Rights for the Subject Property

The Company plans to acquire the Subject Property from the religious corporation Ryogonji (hereinafter referred to as the “Current Owner”), but as of May 15, 2024, the ownership of the Subject Property has not been transferred to the Company. Considering the Current Owner’s intention, the ownership is scheduled to be transferred by March 31, 2025, and the application for registration of the transfer of the ownership is scheduled to be filed promptly after the acquisition of the ownership of the Subject Property. Therefore, if the Current Owner is unable to transfer all or part of the ownership of the Subject Property to the Company or is unable to complete the registration of the transfer of the ownership of the Subject Property due to deterioration of the Current Owner’s financial condition, bankruptcy, failure to perform obligations, or default on obligations, the Company may be unable to perform the Business (as defined in Article 2 of Terms; the same shall apply hereinafter). As a result, the price of the Shares may fluctuate after the purchase and a loss of the principal invested by the Shareholders, a decrease in profits and other losses in the Company may be caused. In addition, as of May 15, 2024, the buildings (Ryogonji hondo and kuri) of the Subject Property have not been registered for heading registration and preservation registration of ownership. Therefore, the Company has not been able to confirm the rights for such buildings by the real estate registry. Although no evidence has been found to indicate the existence of other owners at the moment, theoretically, the risk that there is an owner of the Subject Property other than the Current Owner, which would prevent the Company from acquiring all or part of the ownership of the Subject Property, cannot be completely denied. In such cases, the Company may be unable to perform the Business and a loss of the principal invested by the Shareholders, a decrease in profits and other losses in the Shareholders may be caused.

(4) Restrictions on Withdrawal of Application

The Investment Applicant who has completed the Application (as defined in Article 2 of the Terms; the same shall apply hereinafter) may not withdraw the Application; provided, however, that this provision shall not apply if the Company changes any of the material matters listed in each item of Article 3, Paragraph 1 of the Terms or the matters listed in each item of Article 41 of the Regulation for Enforcement of the Companies Act after the Application is made.
In addition, the Investment Applicant is required to pay the prescribed Application Margin, but may not receive a refund of the Application Margin except in any case listed in each item of Article 7 of the Terms.

(5) Risks Related to Liquidity of Shares

There is no market for trading of the Shares at the moment. Therefore, even if a Shareholder desires to sell the Shares, there is a risk that the Shareholder may not sell the Shares since it is unable to find investors willing to purchase the Shares.

(6) Restrictions Applicable to Shareholders

The Shareholders may be subject to laws and regulations. In particular, the subscription, holding, or transfer of the Shares by a person residing in a foreign country or a person holding a foreign nationality may be prohibited, restricted or regulated by foreign laws and regulations. The application of such foreign laws and regulations may prohibit, restrict or regulate the subscription, holding or transfer by the Investment Applicants or the Shareholders of the Shares, and may cause damage to the Investment Applicants or the Shareholders.

(7) Payment to Planet Labs, Inc.

The Company has outsourced a part of its services related to the operation of the Business to Planet Labs, Inc. 15% of the investment by the Shareholders shall be paid to Planet Labs, Inc. as an outsourcing fee, and if the Company continues to outsource its services, a certain amount of outsourcing fee will be paid to Planet Labs, Inc. on a continuous basis. In addition, Planet Labs, Inc. is a Shareholder of the Company and, same as the Shareholders, may receive dividends of the profits earned by the Company.

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