LEIFRAS Co., Ltd. Announces Listing on the Nasdaq Capital Market in the U.S.

Rhea-AI Summary

LEIFRAS (Nasdaq: LFS) announced that its American Depositary Shares will begin trading on the Nasdaq Capital Market on October 9, 2025. The company's Form F-1 registration statement (File No. 333-283712) was declared effective by the SEC on September 29, 2025. The offering is being made only by means of a prospectus that forms part of the effective registration statement. Kingswood Capital Partners is acting as representative of the underwriters. Electronic and mailed copies of the final prospectus are available from Kingswood and the SEC website.

This release clarifies that it is not an offer to sell securities and that securities will not be offered or sold in the United States absent registration or an applicable exemption.

Positive

• ADSs begin trading on Nasdaq Capital Market on October 9, 2025
• SEC declared Form F-1 effective on September 29, 2025
• Kingswood Capital Partners named representative of the underwriters

Negative

• Offering limited to sales made by prospectus under the effective registration statement
• No sale of securities in the U.S. absent registration or an applicable exemption

Insights

Capital Markets Strategist

LEIFRAS completed a Nasdaq Capital Market listing; ADSs begin trading on October 9, 2025.

LEIFRAS lists ADSs under ticker LFS following an SEC effective Form F-1 declared on September 29, 2025. The company uses Kingswood as lead underwriter and will distribute a final prospectus through standard channels.

The primary business effect is access to U.S. capital markets and wider investor visibility. Key dependencies include the final prospectus disclosures, regulatory remaining conditions, and underwriter distribution execution; these determine capital raised and investor reception.

Watch the final prospectus for offering size, use of proceeds, and risk factors, plus any lock-up terms and trading liquidity over the first 30–90 days. These items drive near-term market acceptance and the practical benefit of the listing.

TOKYO, Oct. 9, 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 that its American Depository Shares ("ADSs") will commence trading on the Nasdaq Capital Market under the ticker symbol "LFS" on October 9, 2025.

A registration statement on Form F-1 (File Number: 333-283712), as amended, relating to this offering was filed with the U.S. Securities and Exchange Commission (the "SEC") and was declared effective by the SEC on September 29, 2025. This offering is being made only by means of a prospectus, forming a part of the effective registration statement. Kingswood Capital Partners, LLC ("Kingswood") is acting as the representative of the underwriters for the Offering. 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, when available, relating to this 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. 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, including the expectation that the Company's initial public offering will be successfully completed. 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

View original content:https://www.prnewswire.com/news-releases/leifras-co-ltd-announces-listing-on-the-nasdaq-capital-market-in-the-us-302579378.html

SOURCE LEIFRAS Co., Ltd.

FAQ

When will LEIFRAS (LFS) start trading on Nasdaq?

LEIFRAS ADSs will commence trading on the Nasdaq Capital Market on October 9, 2025 under the ticker LFS.

When did the SEC declare LEIFRAS's Form F-1 effective for the offering?

The SEC declared the Form F-1 registration statement effective on September 29, 2025.

How can investors obtain the LEIFRAS final prospectus for the LFS offering?

Electronic or mailed copies of the final prospectus are available from Kingswood Capital Partners or via the SEC website (www.sec.gov).

Who is the lead underwriter representative for the LEIFRAS offering (LFS)?

Kingswood Capital Partners is acting as the representative of the underwriters for the offering.

Does this press release constitute an offer to sell LEIFRAS securities in the U.S.?

No. The release states it is not an offer to sell, and securities will not be sold in the U.S. absent registration or an applicable exemption.