SecProbe.io

November 4, 2024
Michio Nagatsu
Chief Financial Officer
LEIFRAS Co., Ltd.
Ebisu Garden Place Tower Floor 17
4-20-3, Ebisu, Shibuya-ku
Tokyo, Japan
Re:LEIFRAS Co., Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 30, 2024
CIK No. 0002030277
Dear Michio Nagatsu:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 12, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, page 58
We reviewed the revisions made to prior comment 11. The comment was not
adequately addressed and is repeated. Critical accounting estimates are those
estimates or assumptions where the nature of the estimates or assumptions is material
due to the levels of subjectivity and judgment necessary to account for highly
uncertain matters or the susceptibility of such matters to change and the impact of the
estimates and assumptions on financial condition or operating performance is 1.

November 4, 2024
Page 2
material. Disclosures related to critical accounting estimates should supplement, not
duplicate, the description of accounting policies that are already disclosed in the notes
to the financial statements and provide greater insight into the quality and variability
of information regarding financial condition and results of operations. Please remove
disclosures that are duplicative. Also, please revise your disclosures, where
applicable, to:

•Address why accounting estimates or assumptions bear the risk of change;
•Discuss the effect of changes in critical accounting estimates between periods to
the extent such changes had a significant effect on your financial position or
operating results;
•Describe the methods and key assumptions used and how the key assumptions
were determined;
•Discuss the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty should provide specifics to the extent possible
(e.g., the valuation model assumes recovery from a business downturn within a
defined period of time); and
•Describe potential events and/or changes in circumstances that could reasonably
be expected to negatively affect key assumptions.

Please refer to Item 303(b)(3) of Regulation S-K and Section V of the Commission’s
Guidance Regarding Management’s Discussion and Analysis of Financial Condition
and Results of Operations, SEC Release No. 34-48960, issued December 19, 2003.
Consolidated Statements of Changes in Shareholders' Equity, page F-5
2.We note your revised disclosure in response to comment 17. Please explain whether
the capital reduction required shareholder approval and if so your consideration of
revising your disclosure to indicate such.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies and Practices
Revenue Recognition, page F-14
3.Your response to comment 20 and revised disclosure did not fully address our
comment. If the setup fees are being recognized at the contract inception (point in
time), please explain how you determined recognition over the membership service
period is not appropriate. Reference is made to ASC 606-10-55-50 through-55-53.

November 4, 2024
Page 3
            Please contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ying Li