SecProbe.io

May 27, 2025
Mitsuharu Yazawa
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. 4 to Registration Statement on Form F-1
Filed May 20, 2025
File No. 333-283712
Dear Mitsuharu Yazawa:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form F-1
Prospectus Summary
Controlled Company, page 6
1.We note your disclosure here as well as on the prospectus cover page and page 32 that
you will be a controlled company following the offering. Please revise the prospectus
summary to state, if true, that the controlling stockholder will have the ability to
determine all matters requiring approval by stockholders including the election of
directors, amendment of governing documents, and approval of major corporate
transactions. Please revise the prospectus throughout as applicable.

May 27, 2025
Page 2
Dilution, page 41
2.Please tell us how you calculated your as adjusted net tangible book value as of
December 31, 2024, of $9,772,049. In doing so, explain why you excluded the
payment of deferred initial public offering costs with your assumed offering proceeds.
In addition, we note that the net proceeds assumed in the Capitalization Table on page
40 appear to reflect the payment of deferred initial offering costs with the offering
proceeds. Please explain the inconsistency with as adjusted net tangible book value
disclosed on page 41. Please revise accordingly.
3.Please explain how you calculated the impacts from a $1.00 change in the assumed
initial public offering price and a 1,000,000 change in the number of
ADSs offered. Revise as necessary.
Case Study: Nagoya City, page 85
4.We note your disclosure here that you "entered into four agreements with the Nagoya
City Board of Education." To the extent material, please file the four new agreements
as exhibits to the registration statement or tell us why you believe you are not required
to do so. Refer to Item 601(b)(10) of Regulation S-K.
Case Study: Suita City, page 88
5.To the extent material, please file the two agreements with Suita City as exhibits to
the registration statement or tell us why you believe you are not required to do so.
Refer to Item 601(b)(10) of Regulation S-K.
Legal Proceedings, page 95
6.We note your disclosure here that you "received guidance from a government agency
indicating [y]our after-school daycare service facilities over-claimed fees by
overstating the number of qualified workers in the fiscal years ended December 31,
2023 and 2024, along with noncompliance with required staffing standards." We also
note your discussion of potential consequences. Please revise here and elsewhere as
appropriate to clarify which government agency issued this guidance. Additionally, to
the extent material, please include a standalone risk factor or revise the risk factor on
page 23 to more thoroughly discuss the agency's guidance and address any material
risks to your business, operations, and financial condition in connection with the over-
claimed fees and noncompliance.

May 27, 2025
Page 3
            Please contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ying Li