LEIFRAS (LFS) acquires all shares of Tokai Sports Co., Ltd.

Rhea-AI Filing Summary

LEIFRAS Co., Ltd. has completed a stock transfer to acquire Tokai Sports Co., Ltd., taking ownership of all of the target’s issued and outstanding shares. The transaction closed on June 1, 2026 under a stock transfer agreement dated May 20, 2026.

LEIFRAS paid the consideration to the two individual sellers entirely in cash and obtained the shares free and clear of liens and encumbrances. The company has commenced operations of Tokai Sports’ sports education businesses, integrating this activity into its broader operations.

Insights

Cross-border M&A analyst

LEIFRAS closes cash stock transfer to acquire Tokai Sports.

LEIFRAS Co., Ltd. completed a stock transfer to acquire all issued and outstanding shares of Tokai Sports Co., Ltd. on June 1, 2026. The deal was executed under a stock transfer agreement dated May 20, 2026 with two individual sellers.

The consideration was paid entirely in cash, and LEIFRAS obtained the shares free and clear of liens and encumbrances, which simplifies post-closing ownership and control. The filing notes that LEIFRAS has commenced operations of Tokai Sports’ sports education businesses, indicating that integration and operational oversight have already begun.

While no purchase price or financial metrics are disclosed in this excerpt, the acquisition adds a sports education business line under LEIFRAS’ control. Future company filings may provide more detail on scale, performance, and strategic contribution of Tokai Sports to LEIFRAS’ overall results.

Key Terms

stock transfer, stock transfer agreement, issued and outstanding shares, liens and encumbrances, +1 more

5 terms

stock transfer financial

"completed a stock transfer (the “Stock Transfer”) pursuant to that certain stock transfer agreement"

stock transfer agreement financial

"pursuant to that certain stock transfer agreement dated May 20, 2026 (the “Stock Transfer 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.

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 liens and encumbrances"

sports education businesses financial

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

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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 June 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 ☐

Closing of Stock Transfer in Respect of Tokai Sports Co., Ltd

On June 1, 2026, LEIFRAS Co., Ltd. (the “Company”) completed a stock transfer (the “Stock Transfer”) pursuant to that certain stock transfer agreement dated May 20, 2026 (the “Stock Transfer Agreement”) with two individuals (collectively, the “Sellers”), in respect of Tokai Sports Co., Ltd (the “Target Company”), a Japanese corporation. In connection with the Stock Transfer, the Company paid the transaction consideration to the Sellers in cash and acquired all rights, title and interests in and to the Target Company’s issued and outstanding shares free and clear of liens and encumbrances. The Company has commenced operations of the Target Company’s sports education 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 May 21, 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: June 2, 2026	By:	/s/ Kiyotaka Ito
	Name:	Kiyotaka Ito
	Title:	Representative Director and Chief Executive Officer

2

FAQ

What transaction did LEIFRAS (LFS) complete involving Tokai Sports Co., Ltd.?

LEIFRAS Co., Ltd. completed a stock transfer to acquire all issued and outstanding shares of Tokai Sports Co., Ltd. The deal was executed under a stock transfer agreement dated May 20, 2026 with two individual sellers and closed on June 1, 2026.

How did LEIFRAS (LFS) pay for the acquisition of Tokai Sports Co., Ltd.?

LEIFRAS paid the transaction consideration for Tokai Sports Co., Ltd. entirely in cash to the two individual sellers. In return, the company acquired all rights, title and interests in the target’s issued and outstanding shares free and clear of liens and encumbrances.

What ownership position did LEIFRAS (LFS) gain in Tokai Sports after the stock transfer?

Following the stock transfer, LEIFRAS acquired all rights, title and interests in Tokai Sports’ issued and outstanding shares. This means LEIFRAS now fully owns the target company’s equity, with the shares transferred free of liens and encumbrances from the two individual sellers.

When did the LEIFRAS (LFS) acquisition of Tokai Sports Co., Ltd. close?

The acquisition of Tokai Sports Co., Ltd. by LEIFRAS closed on June 1, 2026. This closing followed a stock transfer agreement dated May 20, 2026, and the completion allowed LEIFRAS to begin operating Tokai Sports’ sports education businesses.

What business operations did LEIFRAS (LFS) assume after acquiring Tokai Sports?

After completing the stock transfer, LEIFRAS commenced operations of Tokai Sports Co., Ltd.’s sports education businesses. This indicates LEIFRAS is now directly managing and operating the sports education activities previously run by the target company in Japan.

Where can investors find the full Tokai Sports stock transfer agreement for LEIFRAS (LFS)?

The full text of the stock transfer agreement for the Tokai Sports transaction was filed as Exhibit 10.1 to LEIFRAS Co., Ltd.’s Form 6-K dated May 21, 2026. The current report references that exhibit and notes the brief description is qualified by it.