Loan Agreement, dated October 19, 2023, between Ginza Onodera USA Inc. and Onodera Group

Exhibit 10.12

LOAN AGREEMENT

Between

GINZA ONODERA USA INC.

(Hereinafter referred to as “Borrower”)

And

ONODERA GROUP CO., LTD.

(Hereinafter referred to as “Lender”)

This loan agreement (hereinafter referred to as “this agreement) is established between the following parties:

Between

GINZA ONODERA USA INC. (Borrower)

And

ONODERA GROUP CO., LTD (Lender)

Mutually agree to sign a loan agreement as follows:

Article 1: Loan value

1.1. Value of loan: The lender agrees to lend to the borrower a total of JPY40,000,000 (Fourty million Japanese Yen).

1.2. Type of currency: JPY (Japanese Yen)

1.3. This agreement takes effect from the date the borrower receives the loan amount.

Article 2: Term of principal payment

The payment period of this loan shall be one year from the date of loan, and the amount including the principal and interest shall be repaid in a lump sum at the expiration of the period.

Article 3: Interest rate

The interest rate of the loan shall be 0.5% per annum from the commencement date of this Agreement, and it shall be repaid by adding it to the principal when the loan is repaid.

Article 4: Methods of transaction

The lender will transfer the amount of the loan under article 1 to the borrower’s bank account as follows.

Article 5: Terms of dispute

In case of any dispute between the two parties related to this agreement, it will be complied with the arbitral award at the place where the lender is attached.

In witness whereof, this Agreement has been prepared in one original, and Borrower shall retain the original and Lender shall retain a copy thereof.