SEC Comment Letter 0000000000-25-006565 to LEIFRAS Co., Ltd. (LFS) (CIK 0002030277)
LEIFRAS Co., Ltd. (LFS) (CIK 0002030277)
Date: June 24, 2025 · CIK: 0002030277 · Accession: 0000000000-25-006565
AI Filing Summary & Sentiment
File numbers found in text: 333-283712
Letter
June 24, 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. 5 to Registration Statement on Form F-1 Filed June 13, 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. Unless we note otherwise, any references to prior comments are to comments in our May 27, 2025 letter. Amendment No. 5 to Registration Statement on Form F-1 Dilution, page 42 1.We note your response to prior comment 2. Your historical net tangible book value per ordinary share should represent the amount of your total consolidated assets, minus the amount of goodwill, intangible assets, net, "deferred initial public offering costs" and total consolidated liabilities, divided by the total number of ordinary shares outstanding as of December 31, 2024. In our recalculation we get a historical net tangible book value per share of $0.21 which equals total shareholders’ equity of $6,614,065 less goodwill, intangible assets and deferred initial public offering costs (collectively totaling $1,428,050) divided by 24,910,619 shares.
June 24, 2025 Page 2 2.We note your response to prior comment 3. Please revise your calculations in accordance with our dilution comment above. Please contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Ying Li
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June 24, 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. 5 to Registration Statement on Form F-1
Filed June 13, 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. Unless we note
otherwise, any references to prior comments are to comments in our May 27, 2025 letter.
Amendment No. 5 to Registration Statement on Form F-1
Dilution, page 42
1.We note your response to prior comment 2. Your historical net tangible book value
per ordinary share should represent the amount of your total consolidated assets,
minus the amount of goodwill, intangible assets, net, "deferred initial public offering
costs" and total consolidated liabilities, divided by the total number of ordinary shares
outstanding as of December 31, 2024. In our recalculation we get a historical net
tangible book value per share of $0.21 which equals total shareholders’ equity of
$6,614,065 less goodwill, intangible assets and deferred initial public offering costs
(collectively totaling $1,428,050) divided by 24,910,619 shares.
June 24, 2025
Page 2
2.We note your response to prior comment 3. Please revise your calculations in
accordance with our dilution comment above.
Please contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ying Li