Leifras (LFS) buys 100% of Tokai Sports to add 1,200 school members

Rhea-AI Filing Summary

LEIFRAS Co., Ltd. is acquiring 100% of the shares of Tokai Sports Co., Ltd., a long-established Japanese sports school operator, under a Stock Transfer Agreement with two individual sellers. After completion, Tokai Sports will become a wholly owned subsidiary, with the share transfer expected to become effective on June 1, 2026, subject to customary closing conditions and shareholder approval.

Tokai Sports runs sports schools at about 20 affiliated kindergartens and daycare centers and serves approximately 1,200 members, mainly soccer and gymnastics students in the Nagoya and Owariasahi areas. Leifras plans to integrate Tokai’s competition-focused brand with its own non-cognitive skills curriculum, roll out digital membership and attendance systems to streamline operations, and use Tokai’s network to build a seamless development pathway from early childhood through junior high school. The company positions this deal as part of a broader roll-up strategy to consolidate Japan’s fragmented sports and therapeutic education markets and to support long-term growth in customer lifetime value.

Key Figures

Equity interest acquired: 100% of Tokai Sports shares Expected effective date: June 1, 2026 Total members gained: Approximately 1,200 members +5 more

8 metrics

Equity interest acquired 100% of Tokai Sports shares Leifras to acquire all issued and outstanding shares

Expected effective date June 1, 2026 Share transfer expected to become effective on this date

Total members gained Approximately 1,200 members Tokai Sports’ sports school membership base

Soccer school members About 800 members Part of Tokai Sports’ 1,200-member base

Gymnastics class members About 400 members Part of Tokai Sports’ 1,200-member base

Partner facilities Approximately 20 facilities Kindergartens and daycare centers partnered with Tokai Sports

Tokai Sports history Around 40 years Predecessor Tokai Sports Club founded in 1984

Agreement date May 20, 2026 Stock Transfer Agreement date between Leifras and sellers

Key Terms

Stock Transfer Agreement, wholly owned subsidiary, customer lifetime value, forward-looking statements, +2 more

6 terms

Stock Transfer Agreement regulatory

"entered into a Stock Transfer Agreement dated May 20, 2026 (the “Agreement”)"

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.

wholly owned subsidiary financial

"Tokai Sports is expected to become Leifras’ wholly owned subsidiary effective June 1, 2026"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

customer lifetime value financial

"important initiative of Leifras to expand its market share ... and increase customer lifetime value"

Customer lifetime value is an estimate of how much money an average customer will bring to a business over the entire time they buy from it, after accounting for the cost to keep them. Investors use it like a long-term scorecard — higher lifetime value means each customer is more profitable and marketing or growth spending can be judged against the expected return, similar to planting a tree that produces fruit for years.

forward-looking statements regulatory

"Certain statements in this announcement are forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

business-to-business-to-consumer platform financial

"Tokai Sports operates a business-to-business-to-consumer platform comprising approximately 20 partner kindergartens"

roll-up strategy financial

"Roll-up Strategy: Accelerating Growth Through Strategic Acquisitions"

Form 6-K: How Foreign Companies Report to the SEC →

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 May 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
+81-30-6451-1341

(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 ☐

Entry into Stock Transfer Agreement in Respect of Tokai Sports Co., Ltd.

On May 20, 2026, LEIFRAS Co., Ltd. (the “Company”) entered into a stock transfer agreement (the “Stock Transfer Agreement”) with two individuals (collectively, the “Sellers”), with respect to the acquisition of Tokai Sports Co., Ltd., a Japanese corporation (the “Target Company”).

Pursuant to the Stock Transfer Agreement, the Sellers agreed to transfer to the Company all outstanding shares of the Target Company for a cash consideration (the “Share Transfer”). The Target Company operates sports education businesses in Japan. Under the terms of the Stock Transfer Agreement, the Company will acquire all rights, title and interests in and to the Target Company’s issued and outstanding shares free and clear of liens and encumbrances. Following completion of the Share Transfer, the Target Company will become a wholly owned subsidiary of the Company. The Stock Transfer Agreement contains customary representations, warranties, covenants and indemnification provisions by the parties. The Share Transfer is expected to become effective on June 1, 2026. The completion of the Share Transfer is subject to the satisfaction or waiver of customary closing conditions, including the approval of the share transfer by the Target Company’s shareholders and the delivery of customary closing documents.

The Stock Transfer Agreement and the transactions contemplated thereby were approved and authorized by the board of directors of the Company on May 15, 2026.

The foregoing description of the Stock Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the English translation of the full text of the Stock Transfer Agreement, which is filed as Exhibit 10.1 to this Form 6-K.

On May 21, 2026, the Company issued a press release to announce the Share Transfer. A copy of the press release is furnished herewith as Exhibit 99.1.

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Exhibit Index

Exhibit No.		Description
10.1		English Translation of Stock Transfer Agreement by and between Tsuyoshi Shirahama, Mitsuko Shirahama, and Leifras Co., Ltd dated May 20, 2026
99.1		Press Release dated May 21, 2026

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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: May 21, 2026	By:	/s/ Kiyotaka Ito
	Name:	Kiyotaka Ito
	Title:	Representative Director and Chief Executive Officer

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Exhibit 99.1

LEIFRAS Co., Ltd. to Acquire Tokai Sports as Wholly Owned Subsidiary to Expand Market Leadership and Accelerate LTV Growth

Leveraging Tokai Sports Brand and Expanding Sports School Membership Base by 1,200 Members

TOKYO, May 21, 2026 /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 it had entered into a Stock Transfer Agreement dated May 20, 2026 (the “Agreement”) with shareholders of Tokai Sports Co., Ltd. (“Tokai Sports”) to acquire 100% of equity interest of Tokai Sports (the “Acquisition”). Tokai Sports is an established sports school operator in Japan with a 40-year history (predecessor Tokai Sports Club was founded in 1984) that has produced several international-level professional athletes. The Acquisition is an important initiative of Leifras to expand its market share in the sports school market in Japan and increase customer lifetime value (“LTV”).

Pursuant to the Agreement, Leifras agrees to acquire 100% of the equity interest of Tokai Sports. Tokai Sports is expected to become Leifras’ wholly owned subsidiary effective June 1, 2026. This transaction is a strategic investment executed against the backdrop of the visibility and financial strength gained through the Company’s Nasdaq listing. By acquiring Tokai Sports, which serves approximately 1,200 sports school members and operates at about 20 affiliated kindergartens and daycare centers, Leifras expects to strengthen its market position in the sports school business, especially in the Nagoya and Owariasahi areas.

Strategic Significance of the Acquisition

Improving Customer Satisfaction Through the Integration of Respected Brand and Non-cognitive Skills Development

The Company plans to combine Tokai Sports’ respected, competition-oriented brand with 40 years of history, which has produced numerous world-class athletes, with its unique educational method for developing non-cognitive skills. In addition to providing instruction in outstanding athletic techniques, the Company will offer a high-quality training environment that fosters human skills such as leadership and teamwork, providing a comprehensive, rigorous, and supportive experience. The Company aims to enhance satisfaction among members and their parents while reducing the loss of members to competing organizations.

Expanding Market Share by Acquiring 1,200 Members, Accelerating Digital Transformation, and Establishing a Dominant Market Position in Key Regions

Through the Acquisition, the Company expects to acquire a membership base of approximately 1,200 members, comprising about 800 soccer school members and 400 gymnastics class members. This will allow the Company to secure a competitive market share, thereby establishing a dominant position in the Nagoya and Owariasahi areas.

Furthermore, following the closing of the Acquisition, Leifras plans to implement digital systems, including its membership management system and cloud-based attendance tracking system, at Tokai Sports to improve productivity. The Company believes these systems will streamline its operations by digitizing the manual administrative processes. Through the combined effects of a competitive market share and productivity improvements, the Company expects to further enhance its profitability.

Maximizing LTV and Significantly Increasing Membership Through a Network of Approximately 20 Partner Facilities

Tokai Sports operates a business-to-business-to-consumer platform comprising approximately 20 partner kindergartens and daycare centers. Leveraging this solid network, Leifras plans to establish a “seamless development pathway from early childhood through junior high school,” starting with gymnastics instruction for young children, moving on to soccer schools for elementary school students, and progressing to junior high school students through internal advancement. This approach is expected to maximize LTV without incurring costs for acquiring new customers.

Roll-up Strategy: Accelerating Growth Through Strategic Acquisitions

● Phase 1: Leifras acquired four after-school day service facilities in May 2026, gaining 23 specialized staff members and access to high-utilization assets.

● Phase 2: Through the Acquisition, Leifras expects to partner with Tokai Sports and acquire approximately 1,200 members to accelerate LTV maximization and domestic market share growth.

Building on the completion of these acquisitions, Leifras plans to continue to lead the consolidation of Japan’s fragmented sports and therapeutic education markets. The Company also intends to evaluate overseas acquisition opportunities with strong strategic synergies while leveraging its integration expertise to drive sustainable inorganic growth as a social business platform provider built on the integration of sports, technology, and global expansion. Guided by its firm belief that “growing a company means making society better,” the Company will strive to build sustainable social infrastructure and further enhance corporate value through accelerated business growth.

About Tokai Sports Co., Ltd.

Founded in 1992, Tokai Sports Co., Ltd. is a Japan-based sports school operator engaged in the operation of sports schools, sale of sporting goods, temporary staffing services, after-school child development programs, childcare facilities, and other welfare-related businesses.

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, 2025, 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/.

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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. 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 U.S. Securities and Exchange Commission (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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FAQ

What did LEIFRAS (LFS) announce regarding Tokai Sports Co., Ltd.?

LEIFRAS agreed to acquire 100% of Tokai Sports’ equity, making it a wholly owned subsidiary. Tokai Sports is a long-established Japanese sports school operator whose integration is intended to expand Leifras’ presence in youth sports education.

When is the Tokai Sports acquisition by LEIFRAS (LFS) expected to close?

The share transfer making Tokai Sports a wholly owned subsidiary is expected to become effective on June 1, 2026. Completion depends on customary closing conditions, including shareholder approval and delivery of standard closing documents under the Stock Transfer Agreement.

How many members and facilities does Tokai Sports add to LEIFRAS (LFS)?

Tokai Sports serves about 1,200 sports school members, including around 800 soccer school and 400 gymnastics class participants. It operates through roughly 20 partner kindergartens and daycare centers, expanding Leifras’ membership base and regional footprint in Nagoya and Owariasahi.

What strategic goals does LEIFRAS (LFS) aim to achieve with the Tokai Sports deal?

Leifras aims to expand its sports school market share, strengthen its position in key regions, and increase customer lifetime value. The company plans to integrate Tokai’s respected competitive brand with its non-cognitive skills program and digitize operations to improve efficiency and profitability.

How does LEIFRAS (LFS) plan to use Tokai Sports’ network to grow membership?

Leifras intends to leverage Tokai Sports’ network of roughly 20 partner kindergartens and daycare centers to create a seamless pathway from early childhood gymnastics to elementary and junior high soccer programs. This approach is expected to grow membership without additional customer acquisition costs.

Is the Tokai Sports acquisition part of a broader strategy for LEIFRAS (LFS)?

Yes. Leifras describes the transaction as part of a roll-up strategy to consolidate Japan’s fragmented sports and therapeutic education markets. The company also plans to consider overseas acquisitions that offer strong strategic synergies for its sports and social business platform.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 22.0 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 216.4 KB