IR NEWS

2024.12.06Press Release

GATES GROUP Inc. files Registration Statement with the U.S. Securities and Exchange Commission for Proposed Initial Public Offering and Listing on Nasdaq Capital Market

Shinjuku-ku, Tokyo, December 6, 2024 – GATES GROUP Inc. (the “Company”) today announced that it has publicly filed on December 2, 2024 a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (“SEC”), relating to a proposed initial public offering of its common shares.

The Company intends to apply to list the common shares on the Nasdaq Capital Market under the ticker symbol “GTSG”. The initial public offering is expected to occur after the SEC completes its review process, subject to market and other conditions. Loop Capital Markets LLC is acting as the lead managing underwriter for the offering.

The proposed offering may be made only by means of a prospectus. A copy of the preliminary prospectus relating to the offering may be obtained, when available, from Loop Capital Markets, by way of emailing requests to compliance@loopcapital.com; or by calling 1-312-913-4900; or by request by standard mail to Loop Capital Markets, Attention: Compliance Department, 425 South Financial Place, Suite 2700, Chicago, IL 60605 USA.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission  but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Copies of the registration statement can be accessed through the SEC’s website at  https://www.sec.gov/Archives/edgar/data/2033738/000149315224048276/formf-1.htm.

No sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction, including Japan.  No offer to buy the securities can be accepted and no part of the purchase price can be received until the registration statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

FORWARD-LOOKING STATEMENTS

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations, including the anticipated timing of the trading of its common shares or the closing of the offering.

Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions.

Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct.

The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to read the risk factors contained in the Company’s prospectus and other reports it files with the SEC before making any investment decisions regarding the Company’s securities.

The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.

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