Investor Presentaiton
SYLA
Technologies
Risk Factors
Our business and our ability to execute our business strategy are subject to a number of risks as more fully described in the section titled "Risk Factors"
of our annual report on Form 20-F for the fiscal year ended December 31, 2022, as filed with the SEC. These risks are not presented in the order of
importance or probability of occurrence. If any of the following risks actually occurs, our business, financial condition and results of operations could
be materially adversely affected. These risks include, among others:
●It may not be possible for investors to effect service of process within the United States upon most our directors, corporate auditors and executive
officers, or to enforce against us or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal
securities laws of the United States.
● Substantially all of our revenues are generated in Japan, but an increase of our international presence could expose us to fluctuations in foreign
currency exchange rates, or a change in monetary policy may harm our financial results. Our functional currency and reporting currency is the
Japanese yen. We are subject to the effects of exchange rate fluctuations with respect to any of these currencies which, among other factors, may be
influenced by governmental policies and domestic and international economic and political developments. If our non-Japanese revenues increase
substantially in the future, any significant change in the value of the currencies of the countries in which we do business against the Japanese yen
could adversely affect our financial condition and results of operations due to translational and transactional differences in exchange rates. We
cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the amount
of our revenues that will be generated in other countries, the variability of currency exposures, and the potential volatility of currency exchange rates.
We do not take actions to manage our foreign currency exposure, such as entering into hedging transactions.
• As a "foreign private issuer" we are permitted, and intend, to follow certain home country corporate governance and other practices instead of
otherwise applicable SEC requirements and requirements of The Nasdaq Capital Market ("Nasdaq"), which may result in less protection than is
accorded to investors under rules applicable to domestic U.S. issuers. Our status as a foreign private issuer exempts us from compliance with certain
SEC laws and regulations and certain Nasdaq regulations, including certain governance requirements such as independent director oversight of the
nomination of directors and executive compensation. Further, consistent with corporate governance practices in Japan, we do not have a standalone
compensation committee or nomination and corporate governance committee under our board. In addition, we are not required under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") to file current reports and financial statements with the SEC as frequently or as promptly as
U.S. domestic companies whose securities are registered under the Exchange Act and we are generally exempt from filing quarterly reports with the
SEC. Also, we are not required to provide the same executive compensation disclosures regarding the annual compensation of our five most highly
compensated senior executives on an individual basis as are required of U.S. domestic issuers. As a foreign private issuer, we are permitted to
disclose executive compensation on an aggregate basis and need not supply a Compensation Discussion & Analysis, as is required for domestic
companies. Furthermore, as a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under
the Exchange Act. These exemptions and accommodations will reduce the frequency and scope of information and protections to which you are
entitled as an investor. For a detailed description of our home country corporate governance practices, see Part II, Item 16G, "Corporate Governance"
of our annual report on Form 20-F for the fiscal year ended December 31, 2022.
Past performance is not indicative of future results. There is no guarantee that any specific objective will be achieved. Investments may be illiquid, highly speculative
and there is risk of the total loss of your investment. Please see "Forward-Looking Statements" and the Company's filings with the Securities and Exchange Commission.
© 2023 SYLA Technologies CO., LTD. All rights reserved.
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