LEIFRAS (LFS) takes full ownership of SWIFT JAPAN childcare businesses in cash deal

Rhea-AI Filing Summary

LEIFRAS Co., Ltd. reported that it has closed a stock transfer to acquire SWIFT JAPAN Co., Ltd., a Japanese childcare business operator. Under a Stock Transfer Agreement dated June 23, 2026, LEIFRAS paid the consideration in cash to the individual seller and obtained all issued and outstanding shares of SWIFT JAPAN free of liens and encumbrances. The company has begun operating the acquired childcare businesses.

Insights

Cross-border M&A and corporate strategy analyst

LEIFRAS completes cash acquisition of SWIFT JAPAN’s childcare operations.

LEIFRAS Co., Ltd. has closed a stock transfer to acquire all issued and outstanding shares of SWIFT JAPAN Co., Ltd., giving it full ownership of the Target Company. The consideration was paid entirely in cash to an individual seller under a Stock Transfer Agreement dated June 23, 2026.

The acquisition structure—purchasing all shares free and clear of liens and encumbrances—simplifies control and integration, as LEIFRAS now holds all rights, title, and interests in SWIFT JAPAN. This eliminates minority interests and secures clean ownership of the childcare operations.

LEIFRAS has already commenced operations of the Target Company’s childcare businesses, indicating that control has effectively passed as of July 1, 2026. Subsequent disclosures in company filings may provide detail on the financial contribution of these childcare businesses and how they fit within LEIFRAS’s broader strategy.

Key Terms

Stock Transfer Agreement, issued and outstanding shares, liens and encumbrances, foreign private issuer, +1 more

5 terms

Stock Transfer Agreement financial

"pursuant to that certain Stock Transfer Agreement dated June 23, 2026"

A stock transfer agreement is a written contract that records the sale or handover of ownership of a company’s shares from one party to another, specifying how many shares, the price, timing and any conditions or restrictions. It matters to investors because it changes who receives dividends and voting power, can limit when shares can be sold, and may affect market supply and investor control—like a deed that shows who owns a house and any rules tied to that ownership.

issued and outstanding shares financial

"acquired all rights, title, and interests in and to the Target Company’s issued and outstanding shares"

liens and encumbrances financial

"issued and outstanding shares, free and clear of all liens and encumbrances"

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

childcare businesses financial

"The Company has commenced operations of the Target Company’s childcare businesses."

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Available on EDGAR 07/01/2026 - 08:00 AM Accepted by SEC EDGAR 07/01/2026 - 08:00 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16

UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-42877

LEIFRAS Co., Ltd.

(Translation of registrant’s name into English)

Ebisu Garden Place Tower Floor 17
4-20-3, Ebisu, Shibuya-ku
Tokyo, Japan
+81-3-6451-1341

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Closing of Stock Transfer in Respect of SWIFT JAPAN Co., Ltd.

On July 1, 2026, LEIFRAS Co., Ltd. (the “Company”) completed a stock transfer (the “Stock Transfer”) pursuant to that certain Stock Transfer Agreement dated June 23, 2026 (the “Stock Transfer Agreement”) with an individual (the “Seller”) in respect of SWIFT JAPAN Co., Ltd. (the “Target Company”), a Japanese corporation. In connection with the Stock Transfer, the Company paid the transaction consideration to the Seller in cash and acquired all rights, title, and interests in and to the Target Company’s issued and outstanding shares, free and clear of all liens and encumbrances. The Company has commenced operations of the Target Company’s childcare businesses.

The foregoing description of the Stock Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Transfer Agreement, which was filed as Exhibit 10.1 to the Company’s Form 6-K dated June 23, 2026.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LEIFRAS Co., Ltd.
Date: July 1, 2026	By:	/s/ Kiyotaka Ito
	Name:	Kiyotaka Ito
	Title:	Representative Director and Chief Executive Officer

2

FAQ

What transaction did LEIFRAS (LFS) report in its July 2026 Form 6-K?

LEIFRAS reported completing a stock transfer to acquire SWIFT JAPAN Co., Ltd. The deal gives LEIFRAS full ownership of the Target Company and its childcare businesses, following a Stock Transfer Agreement dated June 23, 2026 with an individual seller.

What did LEIFRAS (LFS) acquire through the SWIFT JAPAN stock transfer?

LEIFRAS acquired all rights, title, and interests in SWIFT JAPAN Co., Ltd.’s issued and outstanding shares. This gives LEIFRAS full control of the Target Company and its childcare businesses, with the shares transferred free and clear of all liens and encumbrances.

How was the SWIFT JAPAN acquisition by LEIFRAS (LFS) paid for?

The transaction consideration for the SWIFT JAPAN stock transfer was paid in cash to the individual seller. By paying cash and acquiring all issued and outstanding shares, LEIFRAS obtained complete ownership of the Target Company’s childcare operations in a straightforward structure.

When did LEIFRAS (LFS) complete the SWIFT JAPAN stock transfer?

LEIFRAS completed the stock transfer for SWIFT JAPAN Co., Ltd. on July 1, 2026. This followed a Stock Transfer Agreement dated June 23, 2026, and marks the date when LEIFRAS obtained full ownership of the Target Company’s shares and businesses.

What business operations did LEIFRAS (LFS) begin after acquiring SWIFT JAPAN?

After closing the stock transfer, LEIFRAS commenced operations of SWIFT JAPAN’s childcare businesses. This means LEIFRAS is now operating the Target Company’s childcare services directly, following its acquisition of all issued and outstanding shares from the individual seller.