LEIFRAS Co., Ltd. Announces Closing of Initial Public Offering

Rhea-AI Summary

LEIFRAS (Nasdaq: LFS) closed its initial public offering of 1,250,000 ADSs at $4.00 per ADS, raising aggregate gross proceeds of $5.0 million before underwriting discounts and expenses. Each ADS represents one ordinary share and began trading on the Nasdaq Capital Market on October 9, 2025.

The underwriters have a 45-day overallotment option to purchase up to 187,500 ADSs. Proceeds are earmarked for hiring full-time and part-time staff, securing sports facilities, expanding sports-school and social businesses, and other working capital.

Positive

• Gross proceeds of $5.0M from the IPO
• ADSs began trading on Nasdaq Capital Market on Oct 9, 2025
• Each ADS represents one ordinary share

Negative

• Underwriters granted a 45-day option to buy 187,500 ADSs (15%)
• Net proceeds will be reduced by underwriting discounts and offering expenses

Insights

Equity Capital Markets Analyst

Leifras completed a Nasdaq IPO raising $5.0 million gross; proceeds target expansion of sports and social businesses.

Leifras sold 1,250,000 ADSs at $4.00 per ADS, generating aggregate gross proceeds of $5.0 million. Each ADS represents one ordinary share. The offering was on a firm commitment basis and includes a 45-day over-allotment option for up to 187,500 ADSs. The ADSs began trading on the Nasdaq Capital Market on October 9, 2025.

The company intends to deploy proceeds to hire full-time staff, secure sports facilities, and fund part-time personnel and working capital for its sports school and social businesses. Key dependencies and risks include execution of hiring and facility-lease plans, the magnitude of underwriting discounts and offering expenses that reduce net proceeds, and the 45-day over-allotment which could dilute if exercised. The SEC declared the registration effective on September 29, 2025.

Items to watch in the near term: net proceeds after fees (confirmable in filings), any exercise of the 45-day option, and concrete milestones for facility acquisitions and staffing hires over the next 6–12 months. Filing references include Form F-1 (File No. 333-283712) and the final prospectus available via the SEC.

TOKYO, Oct. 10, 2025 /PRNewswire/ -- LEIFRAS Co., Ltd. (Nasdaq: LFS) (the "Company" or "Leifras"), a sports and social business company dedicated to youth sports and community engagement, today announced the closing of its initial public offering (the "Offering") of 1,250,000 American Depositary Shares ("ADSs") at a public offering price of US$4.00 per ADS. Each ADS represents one ordinary share of the Company. The ADSs began trading on the Nasdaq Capital Market on October 9, 2025 under the ticker symbol "LFS."

The Company received aggregate gross proceeds of US$5.0 million from the Offering, before deducting underwriting discounts and other Offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 187,500 ADSs to cover over-allotments at the public offering price, less underwriting discounts.

Proceeds from the Offering will be used for: (i) investing in full-time human resources to expand the market shares of the Company's sports school and social businesses; (ii) expanding the Company's sports school business, including securing sports facilities and hiring part-time school assistance; (iii) expanding the Company's social business, including hiring part-time personnel for its social business, and (iv) other working capital uses.

The Offering was conducted on a firm commitment basis. Kingswood Capital Partners, LLC ("Kingswood") acted as the representative of the underwriters for the Offering. Hunter Taubman Fischer & Li LLC acted as U.S. counsel to the Company and Loeb & Loeb LLP acted as U.S. counsel to Kingswood in connection with the Offering.

A registration statement on Form F-1 (File Number: 333-283712), as amended, relating to the Offering was filed with the U.S. Securities and Exchange Commission (the "SEC") and was declared effective by the SEC on September 29, 2025. The Offering was made only by means of a prospectus, forming a part of the effective registration statement. Electronic copies of the final prospectus relating to the Offering may be obtained from Kingswood by email at ttian@kingswoodus.com, by standard mail to 126 E 56th Street, Suite 22S, New York, NY 10022, or by telephone at +1-732-208-4091. In addition, copies of the final prospectus relating to the Offering may be obtained via the SEC's website at www.sec.gov.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company's securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation, or sale of any of the Company's securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About LEIFRAS Co., Ltd.

Headquartered in Tokyo, Leifras is a sports and social business company dedicated to youth sports and community engagement. The Company primarily provides services related to the organization and operations of sports schools and sports events for children. As of December 31, 2024, Leifras was recognized as one of Japan's largest operators of children's sports schools in terms of both membership and facilities by Tokyo Shoko Research. The Company's approach to sports education emphasizes the development of non-cognitive skills, following the teaching principle "acknowledge, praise, encourage, and motivate." The holistic approach that integrates physical and mental development sets Leifras apart in the industry. Building upon deep experience and know-how in sports education, Leifras also operates a robust social business sector, dispatching sports coaches to meet various community needs with the aim to promote physical health, social inclusion, and community well-being across different demographics. For more information, please visit the Company's website: https://ir.leifras.co.jp/.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to the Company's intended use of proceeds. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can find many (but not all) of these statements by the use of words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may," or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. These statements are subject to uncertainties and risks, including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the "Risk Factors" section of the registration statement filed with the SEC. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the registration statement and other filings with the SEC. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov.

For more information, please contact:

LEIFRAS Co., Ltd.
Investor Relations Department
Email: IR@leifras.co.jp 

Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

 

 

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SOURCE LEIFRAS Co., Ltd.

FAQ

How many ADSs did LEIFRAS (LFS) sell in its IPO and at what price?

LEIFRAS sold 1,250,000 ADSs at $4.00 per ADS, raising gross proceeds of $5.0M.

When did LEIFRAS ADSs begin trading on Nasdaq under the symbol LFS?

LEIFRAS ADSs began trading on the Nasdaq Capital Market on October 9, 2025 under LFS.

What is the underwriters' overallotment option for the LEIFRAS offering?

The underwriters have a 45-day option to purchase up to 187,500 ADSs to cover over-allotments.

How will LEIFRAS use the proceeds from the IPO (LFS)?

Proceeds will fund hiring for full-time and part-time roles, securing sports facilities, expanding sports-school and social businesses, and other working capital.

Where can investors obtain the final prospectus for the LEIFRAS IPO (LFS)?

Investors can request the final prospectus from Kingswood by email or phone, or access it on the SEC website (www.sec.gov).