June 11, 2024
To Our Valued Stakeholders
Company Name

GENDA Inc.

Name ofRepresentative Director

Representativeand President

Mai Shin(Code No.: 9166 Tokyo Stock Exchange Growth Market)
Contact information

Taiju

Director, CFO

Watanabe(for inquiries)(TEL 03-6281-4781)

Notice Regarding the Acquisition of National Entertainment Network, LLC.’s
Equity Interests by a Consolidated Subsidiary

GENDA Inc. (Headquarters: Minato-ku, Tokyo; Representative Director and Chairman of theBoard: Nao Kataoka; Representative Director and President: Mai Shin; hereinafter "GENDA")
announced today that its Board of Directors have approved

Kiddleton, Inc. (Headquarters:Dallas, Texas, USA; President and CEO: Atsushi Iyoda; hereinafter "Kiddleton"),a consolidated

subsidiary of GENDA, to acquire all equity interests of Claw Holdings, LLC (Headquarters:Colorado, USA; Executive Chairman: Jason Walbridge; “Claw Holdings”), which owns National
Entertainment Network, LLC (Headquarters: Colorado, USA; Executive Chairman ： Jason
Walbridge; hereinafter “National Entertainment Network“), a U.S. operator and provider ofamusement vending machines (Non-staffed game rooms).

1. Acquisition Overview
Our aspiration is "more fun for your days", and to achieve this aspiration, we are building aglobal entertainment network to increase the "total amount of fun" distributed throughout the world.
In the process of creating our unique Entertainment Ecosystem, our focal point revolves aroundan M&A rollup strategy, with amusement arcades being at the fore front. Our focus will be on
fostering mutual business expansion opportunities and increasing profit contribution among thecompanies in our group.
Kiddleton, an operator in our group's mini-location business in the U.S., has over 400 mini-locations. (as of May 31, 2024). Kiddleton offers small Japanese-style prize machines (arcadegames designed to win prizes) and prizes with Japanese-style "Kawaii" designs, which werepreviously unavailable in the U.S. market, and is developing its business with a unique focus on"products and experiences that can only be obtained here. ”Those small Japanese-style prizemachines are exported from Five Colors Inc., a consolidated subsidiary of GENDA, and prizes
are exported from Ares Company Limited and FUKUYA USA INC, both consolidated subsidiariesof GENDA. The synergy effects within our group are manifested on a global scale.
National Entertainment Network is a leading operator and provider of amusement vending
machines, including skill cranes, bulk vending, ‘kiddie’ games, and video games acrossapproximately 8,800 locations in the U.S. The company has achieved sales of approximately USD$100 million and operating income before depreciation and amortization of approximately USD$8 million (*1). The company also has a very large network of grocer and retailer customers in
the U.S., such as Walmart, Kroger, and Denny's. The company also has a maintenance networkthat spans across the U.S., and operates its own manufacturing facility in Grand Prairie, Texas,
where they repair, wrap, and store gaming equipment. The company is also working on a digital
initiative, that allows users to take part in a digital rewards program, while also allowing players
to experience free plays by scanning QR codes on the machine.
GENDA Group's acquisition of National Entertainment Network is anticipating to integrate
Kiddleton's expertise, which boasts three times the sales per location, into the expansive networkof National Entertainment Network. This integration will include integrating maintenance networks,
streamlining operations like cash collection and prize replenishment, leveraging the prize andequipment procurement capabilities of Kiddleton and GENDA Group, implementing additional
credit card readers, and promoting digital membership programs.
In order to realize our aspiration of "more fun for your days," we will continue to expand ourinternational entertainment network and create attractive facilities around the world for ourcustomers to enjoy.
Brown Gibbons Lang & Company served as the exclusive financial advisor to GENDA in thetransaction.
(*1) Consolidated results for National Entertainment Network's parent holding company, Claw
Holdings, LLC, for the year ended December 31, 2023.
2. Outline of the consolidated subsidiary conducting the acquisition
(1)

Name

Kiddleton, Inc.

(2)

Location

Dallas, Texas, U.S.A.

(3)

Title and name ofrepresentative

President & CEO Atsushi Iyoda

(4)Business(5)

Capital stock

(6)
(7)

Date of
Establishment
Share of equity

Operation of Kids Play Zone facilities in the U.S.
Mini-location business in the U.S., etc.
15,369 thousand U.S. dollars
July 2019
GENDA Inc.: 100%.

3. Overview of the Subsidiary to be Acquired (1)
(1)

Name

Claw Holdings,LLC(2)

Location

246 S Taylor Ave, STE 200, LOUISVILLE, CO 80027 United States

(3)
(4)
(5)

(6)

Title and name ofrepresentative
Business
Date ofEstablishment

Share of equity

Jason Walbridge, Executive Chairman
Holding Company
January 5, 2018
Adam Wolfberg

12.33%

Jason Walbridge

9.52%

In addition, 44 individuals and 21 corporations.
Relationship(7)

between the listedcompany and theCompany(8)

Capital ties
Personal
relations
Businessrelations

NANANA

Financial position and operating results for the past three years(* 2)Year ending DecemberYear ending December

Year ending

31, 2021

31, 2022

December 31, 2023

Net assets

USD$4,724 thousand

USD$8,771 thousand

USD$9,975 thousand

Total assets

USD$51,377 thousand

USD$49,961 thousand

USD$37,642 thousand

Net sales

USD$67,409 thousand

USD$99,904 thousand

USD$100,276 thousand

Operating income (loss)

USD$ -1,576 thousand

USD$3,064 thousand

USD$3,079 thousand

Ordinary income (loss)

USD$ -690 thousand

USD$4,048 thousand

USD$1,693 thousand

USD$ -862 thousand

USD$4,048 thousand

USD$1,693 thousand

Accounting period

Attributable to:Shareholders of the parentcompany
Net income (loss)(* 2) The above figures are in accordance with U.S. GAAP. National Entertainment Network isthe only operating company in Claw Holdings, LLC consolidated group, and the majority of Claw
Holdings, LLC's consolidated results are attributable to National Entertainment Network.
3. Overview of the Subsidiary to be Acquired (2)
(1)

Name

National Entertainment Network, LLC(2)

Location

246 S Taylor Ave, STE 200, LOUISVILLE, CO 80027 United States

(3)
(4)
(5)
(6)

Title and name ofrepresentative
Business
Date ofEstablishment
Share of equity
Relationship(7)between the listedcompany and theCompany

Jason Walbridge, Executive Chairman
Mini-location businessAugust 23, 1995
Claw Holdings LLC 100%
Capital ties

NA

PersonalNArelations
BusinessNArelations* No figures are available for National Entertainment Network on a non-consolidated basis.
4. Outline of the counterparty of the acquisition
(1)

Name

Adam Wolfberg(2)

Address

New York, NY USA
Capitalties(3)

Relationship between the listed

Personal

company and the Person

relations
Businessrelations

NANANA(1)

Name

Jason Walbridge(2)

AddressLas Vegas, NV USA
Capital(3)

Relationship between the listedties

company and the Person

Personalrelations

NANA

Businessrelations

NAIn addition, 44 individuals and 21 corporations. None of them have any capital, personal, orbusiness relationship with the Company.
5. Acquisition price and percentage of ownership before and after the acquisition
Percentage of ownership before the change

0%.

Percentage of equity interest acquired

Acquisition cost100%.
Acquisition cost

(Estimated amount) USD$29 million

Advisory fees, etc.

(Estimated amount) USD$2 million

Total amount(Estimated amount) USD$31 million

Percentage of ownership after the change

100%.

6. Acquisition schedule(1)

Date of resolution by the Board of Directors

June 11, 2024

(2)

Date of Signing

June 11, 2024

(3)

Date of Closing

Within 2024 (scheduled)

7. Future outlook
The impact of this matter on our group's business performance and financial position iscurrently under scrutiny. In the event that a significant change in business conditions results in afinancial impact, we will disclose such information as soon as it becomes clear.