F-1/A: LEIFRAS Co. Files Amended IPO Prospectus, Targeting Nasdaq Listing Amidst Growth and Operational Challenges

Sentiment:

Initial Public Offering Amendment 2 July 2025 2:39 PM

LEIFRAS Co., Ltd., a Japanese youth sports and social business company, has filed an amended F-1 registration statement for its initial public offering of 1,250,000 American Depositary Shares on Nasdaq, aiming to raise approximately $3.59 million in net proceeds to fuel expansion despite a significant drop in operating cash flow and a disclosed regulatory issue.

Delay expectedThe liquidation process for Leifras Travel Co., Ltd., a wholly owned subsidiary, is expected to commence in August 2025 and be completed by the end of December 2026.The repayment of over-claimed fees to the Health and Welfare Department of Hakodate City and other relevant government agencies is expected to be finalized and paid within August 2025.

Capital raiseThe company is conducting an Initial Public Offering (IPO) of 1,250,000 American Depositary Shares (ADSs) at an assumed price of $5.00 per ADS.The offering is expected to generate net proceeds of approximately $3.59 million (or $4.45 million if the over-allotment option is fully exercised).Proceeds are intended for investing in full-time human resources, expanding sports school and social businesses (including securing facilities and hiring personnel), and other working capital uses.The company may seek additional cash resources in the future through equity or debt securities or credit facilities if cash requirements exceed current amounts.

Worse than expectedNet cash flows generated from operating activities decreased significantly from JPY677.94 million ($4.31 million) in 2023 to JPY207.11 million ($1.32 million) in 2024, representing a 69.5% decline, despite increases in total revenue and net income.

Summary

LEIFRAS Co., Ltd. is a Japanese sports and social business company focused on youth sports and community engagement, operating sports schools and social business services.
The company is offering 1,250,000 American Depositary Shares (ADSs), each representing one Ordinary Share, with an expected initial public offering price range of $4.00 to $5.00 per ADS.
The assumed initial public offering price is $5.00 per ADS, with estimated net proceeds of approximately $3.59 million (or $4.45 million if the over-allotment option is fully exercised) after deducting underwriting discounts and offering expenses.
LEIFRAS plans to list its ADSs on the Nasdaq Capital Market under the symbol 'LFS', with listing approval being a condition to closing.
For the fiscal year ended December 31, 2024, total revenue increased by 11.0% to JPY10,329.7 million ($65.64 million) from JPY9,304.0 million ($59.12 million) in 2023.
Net income for the fiscal year ended December 31, 2024, was JPY418.6 million ($2.67 million), up from JPY245.3 million ($1.56 million) in 2023.
Net cash flows generated from operating activities significantly decreased to JPY207.1 million ($1.32 million) in 2024 from JPY677.94 million ($4.31 million) in 2023.
As of December 31, 2024, the company had JPY700 million ($4.45 million) in short-term loans, JPY230.785 million ($1.47 million) in current portion of long-term loans, and JPY175.452 million ($1.11 million) in long-term loans outstanding, with total indebtedness of JPY1,203.044 million ($7.64 million).
The company disclosed a material weakness in internal control over financial reporting related to a lack of sufficient financial reporting and accounting personnel with U.S. GAAP and SEC reporting experience.
A regulatory issue was identified in October 2024 regarding over-claimed fees for after-school daycare services in Hakodate City, with an estimated liability of JPY48.31 million ($0.31 million) to JPY76.64 million ($0.49 million) accrued as of December 31, 2024.
Mr. Kiyotaka Ito, the founder and CEO, will retain significant control, holding approximately 50.37% of voting power post-offering (assuming no over-allotment exercise), making LEIFRAS a controlled company under Nasdaq rules.

Sentiment

Score: 5

Explanation: The document presents a mixed financial picture. While revenue and net income show positive growth, the significant decline in operating cash flow and the disclosure of a material weakness in internal controls, coupled with a regulatory issue regarding over-claimed fees, introduce notable concerns. The IPO aims to fund expansion, but the high degree of risk and substantial dilution for new investors balance the positive growth aspects.

Positives

Total revenue increased by 11.0% from JPY9,304.0 million in 2023 to JPY10,329.7 million in 2024, indicating business growth.
Net income increased by 70.6% from JPY245.3 million in 2023 to JPY418.6 million in 2024, demonstrating improved profitability.
Sports school business revenue grew by 12.8% due to an increase in members (from 64,310 to 68,768) and event participation (from 168,119 to 188,933 customers).
Social business revenue increased by 5.5%, driven by new school club support customers and expansion of after-school daycare services.
The company is recognized as one of Japan's largest operators of children's sports schools by membership and facilities, with over 4,500 facility locations and 62,400 members.
LEIFRAS has a unique sports education philosophy emphasizing non-cognitive skills, differentiating it from competitors.
The company employs a distinctive team of full-time, long-term coaches with a high annual retention rate of approximately 87.3% in 2024.
Strong market position and respected brand, evidenced by certifications from the Japan Sports Agency and Tokyo Metropolitan Government, and membership in the Japan Business Federation.
Experienced management team with over 20 years of industry expertise, including the founder and CEO, Mr. Kiyotaka Ito, with 35+ years of experience.
New long-term contracts with Nagoya City Board of Education totaling approximately JPY4.5 billion, extending until March 2030, indicate strong public sector relationships and future revenue streams.
The company has a safety record of zero fatal or serious accidents since its foundation.

Negatives

Net cash flows generated from operating activities significantly decreased by 69.5% from JPY677.94 million in 2023 to JPY207.11 million in 2024, despite increased revenue and net income.
The company identified over-claimed fees for after-school daycare services due to overstating qualified workers, leading to a required refund and potential regulatory orders, including revocation or suspension of designation.
A material weakness in internal control over financial reporting was identified due to a lack of sufficient financial reporting and accounting personnel with U.S. GAAP and SEC reporting experience.
The company has substantial indebtedness, with JPY1,106.237 million ($7.03 million) in bank loans and JPY96.807 million ($0.62 million) in bond payables as of December 31, 2024.
The business is entirely operated in Japan, making it vulnerable to a downturn in the Japanese economy and its impact on consumer discretionary spending and public funding.
The legality of using public sports facilities for commercial use remains unsettled, posing a risk to the sports school business model.
Customer concentration risk exists, as the Nagoya City Board of Education accounted for 12.8% of total revenue in 2023, though no single customer exceeded 10% in 2024.
The company's employment policy is less flexible due to a team of long-term, full-time coaches, which could lead to substantial labor surplus and costs if student enrollments fall.
The market price of ADSs may be volatile or decline regardless of operating performance, and investors may not be able to resell at or above the IPO price.
The company does not intend to pay dividends in the foreseeable future.

Risks

Inability to continue attracting and re-enrolling students in sports schools could materially and adversely affect business and prospects.
Failure to maintain the diversity and quality of sports school class offerings could materially and adversely affect business and prospects.
Limited operating history in social business makes it difficult to predict future business prospects and financial performance.
Competition in the youth sports education market could reduce enrollments, increase costs, and put downward pressure on fees and profitability.
Accidents or injuries suffered by students or others on premises may adversely affect reputation, subject the company to liability, and incur substantial costs.
Management has limited history managing rapid expansion, and inability to effectively manage growth strategy could adversely affect results or profitability.
Inability to recruit, train, and retain qualified and experienced coaches who embody the company's culture may hinder growth and operations.
Inability to attract, develop, retain, or replace senior management or key personnel could adversely affect business, financial condition, and results of operations.
Reliance on public facilities for sports schools, where legality of usage remains unsettled, poses a risk of business disruption.
Dependence on market recognition of the 'LEIFRAS' brand, and any incident eroding consumer trust could significantly reduce brand value.
Reliance on consumer discretionary spending and public funding, which may be adversely affected by economic downturns and macroeconomic conditions.
Administrative proceedings, regulatory investigations, or enforcement actions by governmental authorities could materially impact business, financial condition, and results of operations.
Inadequate insurance coverage or substantial premium increases could adversely affect business.
Unauthorized disclosure of personal data due to system failure or mishandling could damage business and incur liabilities.
Inability to generate sufficient cash flow to satisfy debt service obligations would adversely affect results of operations and financial condition.
Foreign expansion efforts and operations could subject the company to additional business risks and operational failures.
An active trading market for Ordinary Shares or ADSs may not develop or be sustained after the offering.
Investors will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares underlying the ADSs purchased.
Future issuances of ADSs or Ordinary Shares could cause the market price to decline and result in dilution.
Share ownership will remain concentrated in the hands of directors and major shareholders, who will continue to exercise controlling influence.
The founder, representative director, and CEO has substantial influence, and his interests may not align with other shareholders.
Sales or availability for sale of substantial amounts of ADSs could adversely affect their market price.
If securities or industry analysts do not publish research or publish negative reports, the price and trading volume could decline.
The market price of ADSs may be volatile or decline regardless of operating performance, and resale at or above IPO price is not assured.
Failure to implement and maintain effective internal controls or remediate identified material weaknesses could lead to reporting failures or fraud.
Substantially increased costs will be incurred as a public company.
Extreme stock price volatility unrelated to operating performance may make it difficult for investors to assess ADS value.
Management has broad discretion over net proceeds use, which may not enhance results or ADS price.
Rights of shareholders under Japanese law may differ from other jurisdictions, offering less protection.
ADS holders may have fewer rights than Ordinary Share holders and must act through the depositary.
ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement.
ADS holders may not receive distributions if it is illegal or impractical to make them available.
ADS holders may be subject to limitations on transfer of their ADSs.
The deposit agreement may be amended without ADS holder consent, limiting choices to selling ADSs or withdrawing shares.
Enforcing judgments obtained in courts outside Japan may be difficult due to the company's Japanese incorporation and non-U.S. resident directors/officers.
Following home country practice as a foreign private issuer and controlled company could adversely affect public shareholders.
Dividend payments and sale proceeds will be affected by fluctuations in the JPY/USD exchange rate.
Ceasing to qualify as a foreign private issuer would incur significant additional expenses.
Classification as a passive foreign investment company (PFIC) could have adverse U.S. federal income tax consequences for U.S. taxpayers.

Future Outlook

LEIFRAS plans to expand its geographic footprint for sports schools and grow student enrollment by opening new sales offices and developing innovative class offerings. The company intends to rapidly expand its social business, particularly school club support, leveraging its first-mover advantage and aiming for larger public sector projects. Future growth strategies include exploring mergers and acquisitions of other sports education and online digital education businesses. The company will continuously enhance the quality of class offerings and customer services through investment in coach training, operational efficiency, and marketing, while also focusing on increasing coach productivity and securing more venues.

Management Comments

Our corporate philosophy is to change and design sports. We believe that challenges facing schools, families, administrations, and corporations can be improved and resolved by social contribution and educational guidance through sports.
Our approach to sports education emphasizes the development of non-cognitive skills, which are crucial for success both inside and outside the sports arena.
Following our teaching principle 'acknowledge, praise, encourage, and motivate,' our classes integrate non-cognitive skills, such as motivation, teamwork, strategic thinking, and sportsmanship, into our sports curriculum.
A distinctive feature of our sports school business, compared to our competitors, is the employment of primarily full-time coaches, which we believe contributes to high-quality classes and long-lasting relationships with students and parents.
We believe that developing and maintaining highly capable and motivated coaches is critical to our success.
We are uniquely positioned as a first mover in the social business, where we already captured a significant market share.
We believe that by strengthening our relationship with public sector clients and building a track record in this area, we will be able to win orders for more large-scale projects in the future.
We believe that our current cash and cash equivalents from operations, borrowings from banks, loans, and bonds will be sufficient to meet our working capital needs for at least the next 12 months.

Industry Context

The Japanese sports instruction services market, valued at USD4.2 billion in 2023, is projected to grow to USD4.9 billion by 2028 (3.5% CAGR), driven by a growing emphasis on holistic education, rising disposable income, and professional enhancement in service quality. The social support services industry in Japan is also experiencing robust growth, from USD259.3 million in 2023 to a projected USD559.7 million by 2028 (16.6% CAGR), fueled by the declining birthrate and aging population, government policy support for outsourcing, and efforts to reduce burdens on schools and teachers. LEIFRAS is positioned as a leading player in both sectors, particularly in school club support, leveraging its established expertise and full-time coach model to differentiate itself in a fragmented market. The industry is seeing a trend towards market concentration and a prioritization of quality and safety over price, which aligns with LEIFRAS's strategy.

Comparison to Industry Standards

LEIFRAS is recognized by Tokyo Shoko Research as one of Japan's largest operators of children's sports schools in terms of both membership and facilities, with over 4,500 facility locations and 62,400 members as of December 31, 2024, indicating a strong market position compared to fragmented competitors.
The company's emphasis on developing non-cognitive skills and rejecting 'victory supremacy' in youth sports sets it apart from traditional youth sports teams and school club activities in Japan.
Unlike many competitors who rely on part-time staff to minimize labor costs, LEIFRAS employs primarily full-time coaches, contributing to higher quality classes and long-lasting relationships, as evidenced by an annual coach retention rate of approximately 87.3% in 2024.
In the social support services industry, LEIFRAS has provided school club support to over 1,300 schools as of the end of 2023, outpacing all other surveyed companies by Tokyo Shoko Research, demonstrating a market-leading position in this emerging sector.
The company's long-term contracts with municipalities like Nagoya City Board of Education (totaling JPY4.5 billion over multiple years) highlight its success in securing large-scale public sector projects, a key growth area in the industry.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	Michio Nagatsu (June 2024 May 2025)	Mitsuharu Yazawa	May 2025	Mr. Yazawa became CFO in May 2025, succeeding Mr. Nagatsu who served from June 2024 to May 2025.
Director	NA	Michio Nagatsu	March 2025	Mr. Nagatsu became a director in March 2025.
Director responsible for Social Business Headquarters	NA	Kazuma Inoue	March 2025	Mr. Inoue became director responsible for Social Business Headquarters in March 2025.
Independent Director	NA	Kazuko Ito	April 2024	Ms. Ito became an independent director in April 2024.
Independent Director	NA	Yasuko Maita	March 2025	Ms. Maita became an independent director in March 2025.
Independent Director	NA	Ryo Ishikawa	March 2025	Mr. Ishikawa became an independent director in March 2025.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The board of directors is comprised of 13 directors, seven of whom are considered independent, meeting Nasdaq independence requirements.	As of prospectus date	Enhances independent oversight, aligning with Nasdaq standards despite being a foreign private issuer.
Audit and Supervisory Committee	The company has a three-member audit and supervisory committee, with all members being independent, meeting Nasdaq audit committee requirements. Mr. Kazutaka Nakatsuji qualifies as an audit committee financial expert.	As of prospectus date	Provides robust financial oversight and compliance with SEC and Nasdaq requirements for audit committees.
Compensation Committee	A three-member compensation committee has been voluntarily established, with all members being independent, to conform with Nasdaq requirements.	As of prospectus date	Enhances transparency and independent oversight of executive compensation, aligning with best practices for public companies.
Nomination and Corporate Governance Committee	A three-member nomination and corporate governance committee has been voluntarily established, with all members being independent, to conform with Nasdaq requirements.	As of prospectus date	Strengthens the process for director selection and corporate governance oversight, promoting accountability.
Voting Quorum	The company intends to follow home country practice (Japanese law) regarding the voting quorum for general shareholder resolutions, which allows for no quorum requirement. However, a quorum of no less than one-third of total voting rights is required for election of directors and certain other matters.	As of prospectus date	Shareholders may have less protection compared to companies subject to all Nasdaq corporate governance requirements, as resolutions could pass with a lower threshold of shareholder participation.
Share Transfer Restriction	The company plans to eliminate the restriction on transfer of Ordinary Shares that currently requires board of directors' approval.	Prior to consummation of this offering	Will facilitate easier trading of Ordinary Shares post-IPO, improving liquidity and market access for investors.
Code of Business Conduct	The board of directors will adopt a written code of business conduct applicable to directors, officers, employees, and agents.	Prior to consummation of this offering	Establishes ethical guidelines and promotes a culture of integrity, crucial for a public company.
Director Liability Limitation	The company is authorized to enter into agreements with non-executive directors to limit their liability, and has done so with all current non-executive directors. Directors and officers liability insurance has also been obtained.	As of prospectus date	Provides protection for non-executive directors, potentially encouraging qualified individuals to serve, but may limit recourse for shareholders in certain circumstances.

Legal Proceedings

In October 2024, the company received a guidance notice from the Health and Welfare Department of Hakodate City regarding over-claimed fees for after-school daycare services in fiscal years ended December 31, 2023 and 2024, due to overstating the number of qualified workers and noncompliance with staffing standards.
The estimated liability for the over-claimed fees is between JPY48,312,760 ($0.31 million) and JPY76,639,607 ($0.49 million), with JPY48,312,760 ($0.31 million) accrued as of December 31, 2024.
Potential orders for the over-claimed fees include reimbursement of the over-paid amount with a 40% penalty, and/or revocation or suspension of designation of welfare service operators for persons with disabilities.
The company is currently negotiating repayment procedures with the relevant government agencies and expects to make the refund payment within August 2025.
A civil lawsuit initiated on February 26, 2021, against a former representative director and vice president for general tort and negligence of duty of care was settled on December 20, 2023. The settlement involved the transfer of 400,000 Ordinary Shares (valued at JPY100 million or $0.71 million) to the company.
Following the settlement, the company's audit committee determined JPY55,935,710 ($0.40 million) in uncompensated damages remained, which Mr. Kiyotaka Ito fully paid to the company on June 27, 2024.

Related Party Transactions

Mr. Kiyotaka Ito, the company's founder, representative director, and CEO, had a receivable of JPY33,577,065 from the company as of December 31, 2023, representing compensation to be made by him, which was fully settled in cash on June 27, 2024.
Mr. Kiyotaka Ito had a payable of JPY41,362,768 to the company as of December 31, 2022, representing funds deposited for a lawsuit preparation, which was fully settled in December 2023.
Mr. Kiyotaka Ito had a payable of JPY1,000,000 ($6,354) to the company as of December 31, 2024, representing an advance payment made by him on behalf of the company to settle a liability based on a customer claim, which was fully settled on January 30, 2025.

Stakeholder Impact

**Shareholders**: Will experience immediate and substantial dilution in net tangible book value per ADS. Share ownership will remain concentrated with directors and major shareholders, particularly Mr. Kiyotaka Ito, who will retain significant control over corporate matters. The market price of ADSs may be volatile, and there is no expectation of dividends in the foreseeable future. Foreign private issuer status means less protection compared to domestic issuers.
**Employees**: The company plans to invest in full-time human resources to expand market shares, potentially leading to more employment opportunities. The company emphasizes retaining qualified coaches with competitive compensation and full-time benefits, contributing to high loyalty. However, the less flexible employment policy for full-time coaches could lead to labor surplus issues if enrollments decline.
**Customers (Students & Parents)**: The company aims to expand sports school and social business offerings, potentially increasing access to diverse sports and social support services. The focus on non-cognitive skills and high-quality coaching aims to enhance student development and satisfaction. The over-claimed fees issue in after-school daycare services could impact trust and service continuity in affected areas.
**Suppliers/Vendors**: The company has concentration with certain vendors (Vendors A, B, and C accounted for 21.2%, 12.6%, and 10.4% of accounts payable respectively in 2024), indicating significant relationships, but no single vendor accounted for more than 10% of total purchases.
**Creditors**: The company has substantial indebtedness from bank loans and bonds. Its ability to meet payment obligations depends on future cash flow generation, which saw a significant decline in 2024. However, the company states it was in compliance with all financial covenants as of December 31, 2024.
**Regulatory Authorities**: The company is subject to various Japanese regulations (Worker Dispatching Act, Employment Security Act, Act on Protection of Personal Information, Travel Agency Act) and U.S. SEC and Nasdaq regulations as a public company. The over-claimed fees issue highlights regulatory scrutiny and potential penalties.

Next Steps

Complete the initial public offering and list ADSs on the Nasdaq Capital Market under the symbol 'LFS'.
Invest net proceeds from the offering into full-time human resources to expand market shares in sports school and social businesses.
Expand the sports school business by securing more sports facilities and hiring part-time school assistance.
Expand the social business by hiring part-time personnel.
Utilize remaining proceeds for other working capital uses, such as improving internal systems and covering real estate-related costs for new business development.
Remediate the identified material weakness in internal control over financial reporting by hiring more qualified accounting personnel, implementing U.S. GAAP and SEC reporting training, and establishing an internal audit function.
Negotiate and finalize repayment procedures with relevant government agencies for over-claimed fees and make the refund payment by the end of August 2025.
Commence the dissolution and liquidation process of Leifras Travel Co., Ltd. in August 2025, with expected completion by the end of December 2026.
Continue expansion of sports schools and grow student enrollment by opening new sales offices and developing new class offerings.
Rapidly expand social business, especially school club support, aiming for more large-scale public sector projects.
Explore mergers and acquisitions of other sports education and online digital education businesses.
Continuously enhance the quality of class offerings and customer services through investment in coach training, operational efficiency, and marketing.
Enhance coach productivity and secure more venues to increase capacity rate per lesson.

Key Dates

Date	Description
2001-08-28	LEIFRAS Co., Ltd. incorporated in Tokyo, Japan, and began business with the opening of its soccer school.
2006-05	Porte Baseball School and Cuore Rhythmic-Karate School opened.
2007	Launched elderly healthcare initiative.
2009-05	Kokoro Kendo School opened.
2009	Launched therapeutic soccer for children with intellectual disabilities.
2010-04	Hearts Basketball School opened.
2010-05	Prima Stella Tennis School opened.
2012-06	Terios Track-and-field Athletic School opened.
2013-06	Lugina Girls Sports School opened.
2013	Started focusing on school club support services in collaboration with municipalities and public schools.
2014-11	Mr. Inoue became head of professional sports support division.
2015	Recognized by Tokyo Metropolitan Government Sports Promotion Company for 10 consecutive years.
2016-05	Lumisee Volleyball School opened.
2016-07	JJMIX General Beginner Sports School opened.
2017	Certified as a Sports Yell Company by the Japan Sports Agency for eight consecutive years.
2017-11-27	Incorporated Sky Earth Sport Co. to manage administrative work for Hokkaido Tokachi Sky Earth professional soccer team.
2018-04-27	Awarded first series of stock options (1,496,200 ordinary shares) to officers, directors, and employees.
2019-04-09	Founded Leifras Travel Co., Ltd.
2019-09	Mr. Mitsunobu Kawaharada became an independent director.
2019-12-19	Awarded second series of stock options (60,000 ordinary shares) to officers, directors, and employees.
2019-12-25	Sold part of merchandise sale business to BM Fun Co., Ltd.
2020-03-01	Entered into a joint research agreement with Kyushu Sangyo University to develop the Milabo system.
2020-03	Entered into a joint research agreement with International Budo University to investigate safety management and warm-up methods.
2020-04-01	Acquired all equity interests of Apicos Co., Ltd.
2020-06	Entered into an agreement with the Nagoya City Board of Education for elementary school operations (ended March 2024).
2020-06-24	Established Regional Collaboration Department Co., Ltd.
2020	Became a member of the Ministry of Economy, Trade, and Industry's Regional x Sports Club Industry Research Group Committee.
2021-02-26	Initiated a lawsuit against a former representative director and vice president.
2021-03-31	Awarded Trust-Type Share Options (third series of stock options).
2021-05	Entered into another agreement with the Nagoya City Board of Education for elementary school operations (ended March 2025).
2021-04	Fleur Cheer Dance School opened.
2021-05	Couleur Dance School opened.
2022-01-04	Established LEIF Co., Ltd.
2022-03	Mr. Masakazu Arimori became an independent director.
2022-04	Allage Table Tennis School opened.
2022	Became a member of the Japan Business Federation (Keidanren) and a representative of the Council for the Promotion of the Sports Industry.
2022	Established Sport day Lesport elder care facility commissioned by Sendai City.
2022-12	Mr. Hitoshi Kawabata became director responsible for Supporting Division.
2022-12	Mr. Hisashi Ono and Mr. Kazutaka Nakatsuji became independent directors.
2023-12	Mr. Mitsuharu Yazawa became a director.
2023-12-20	Settlement reached in the civil lawsuit against the Former Vice President, resulting in transfer of 400,000 Ordinary Shares to the company.
2023-12-26	Board of directors approved the acquisition of 400,000 Ordinary Shares from the Former Vice President.
2024-02	Entered into an agreement with the Suita City Board of Education for junior high school operations (ended March 2026).
2024-03	Bank of Japan announced a change in its monetary policy, ending negative short-term interest rate policy and quantitative/qualitative monetary easing.
2024-03	Mr. Michio Nagatsu became a director.
2024-03	Mr. Kazuma Inoue became director responsible for Social Business Headquarters.
2024-04	Ms. Kazuko Ito became an independent director.
2024-04-01	Entered into an agreement with the Japan Sports Agency for a demonstration project (ended March 2025).
2024-04-08	Transferred 100% of shares of Sky Earth Sport Co. to its representative director.
2024-05	Mr. Mitsuharu Yazawa became Chief Financial Officer.
2024-06-14	Board of directors approved Mr. Kiyotaka Ito's compensation for uncompensated damages.
2024-06-27	Mr. Kiyotaka Ito fully paid JPY55,935,710 to the company for uncompensated damages.
2024-06-28	LEIF Ltd. was liquidated.
2024-08	Entered into another agreement with the Nagoya City Board of Education for elementary school operations (ended March 2025).
2024-10	Received a guidance notice from Hakodate City regarding over-claimed fees for after-school daycare services.
2024-10-11	Board of directors of Leifras Employee Shareholding Association approved its dissolution.
2024-10-16	Board of directors approved a 1-to-20 forward share split and increase in authorized shares to 40,000,000.
2024-11-01	Forward share split became effective.
2024-12-13	Regional Collaboration Department Ltd. was liquidated.
2024-12-25	Shareholders approved an increase in authorized shares from 40,000,000 to 80,000,000.
2025-01-30	Advance payment made by CEO on behalf of the company to settle a liability was fully settled.
2025-02	Entered into another agreement with the Suita City Board of Education for junior high school operations (ended March 2027).
2025-03	Ms. Yasuko Maita and Mr. Ryo Ishikawa became independent directors.
2025-04	Entered into four new agreements with the Nagoya City Board of Education totaling JPY4.5 billion, with terms extending up to March 2030.
2025-05-15	Board of directors approved the dissolution and liquidation of Leifras Travel Co., Ltd.
2025-07-02	F-1/A filing date.
2025-08	Expected commencement of Leifras Travel liquidation process and anticipated refund payment for over-claimed fees.
2026-12	Expected completion of Leifras Travel liquidation process.

Keywords

Youth Sports Education, Social Business, Sports Schools, Community Engagement, Non-cognitive Skills, Japan, SEC Filing, F-1/A, IPO, Nasdaq, American Depositary Shares, ADS, Corporate Governance, Risk Management, Financial Performance, Education Technology, After-school Daycare, Elderly Healthcare, School Club Support, Japanese Economy, Regulatory Compliance, Internal Controls, Kiyotaka Ito

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