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 20
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:
Entry into Stock Transfer Agreement in Respect of SWIFT JAPAN Co., Ltd.
On June 23, 2026, LEIFRAS Co., Ltd. (the “Company”) entered into a stock transfer agreement (the “Stock Transfer Agreement”) with an individual (the “Seller”), with respect to the acquisition of SWIFT JAPAN Co., Ltd., a Japanese corporation (the “Target Company”).
Pursuant to the Stock Transfer
Agreement, the Seller agreed to transfer to the Company all outstanding shares of the Target Company for a cash consideration of JPY454,580,040 (US$2,857,556)
(the “Stock Transfer”). The Target Company is a childcare facility operator in Aichi Prefecture, 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. As part of the transaction structure, prior to closing, the Target Company
will transfer certain investment-related assets and activities to SWIFT ESTATE Co., Ltd. through an absorption-type company split. Following
completion of the company split, the Company will acquire the remaining operating business of the Target Company. Following completion
of the Stock 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 Stock Transfer is expected to become
effective on July 1, 2026. The completion of the Stock 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 June 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 June 23, 2026, the Company issued a press release to announce the Stock Transfer Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.
Exhibit Index
| Exhibit No. |
|
Description |
| 10.1 |
|
English Translation of Stock Transfer Agreement by and between Yukitoshi Nakagawa and LEIFRAS Co., Ltd dated June 23, 2026 |
| 99.1 |
|
Press Release dated June 23, 2026 |
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 23, 2026 |
By: |
/s/ Kiyotaka Ito |
| |
Name: |
Kiyotaka Ito |
| |
Title: |
Representative Director and Chief Executive Officer |
Exhibit 99.1
LEIFRAS Co., Ltd. Forms Strategic Partnership with Swift Japan Through Acquisition, Expanding into Childcare Sector
Combining Childcare Infrastructure and Sports-based Non-Cognitive Skill Development Methodologies to Support Children’s Development from Infancy
TOKYO, June 23, 2026 /PRNewswire/ -- LEIFRAS Co., Ltd. (Nasdaq: LFS) (the “Company” or “Leifras”), a sports and social business company dedicated to youth sports and community engagement and Japan’s leading operator of children’s sports schools and school club activity support businesses, today announced that on June 23, 2026, it entered into a stock transfer agreement (the “Agreement”) to acquire 100% of the equity interests in SWIFT JAPAN Co., Ltd. (“Swift Japan”), a childcare facility operator in Aichi Prefecture, Japan. The acquisition is expected to extend Leifras’ customer reach from infancy onward.
Pursuant to the Agreement, the Company will acquire all of Swift Japan’s common stock for approximately JPY454.6 million. The transaction is expected to close on July 1, 2026. Through this partnership, Leifras aims to build an educational ecosystem that seamlessly supports children’s long-term physical and mental development from infancy.
Strategic Background: Addressing the “First-Grade Wall” and Creating Synergies
Addressing Growing Demand for Childcare and After-School Support
As dual-income households continue to increase across Japan, the “First-Grade Wall,” a systemic shortage of after-school childcare capacity for children entering elementary school, has emerged as a growing social challenge. In line with Japan’s Children and Families Agency’s policy guideline, “The First 100 Months,” which promotes continuous, seamless support from pregnancy through elementary school entry, Leifras is strategically committed to expanding its childcare and after-school daycare businesses.
Seamless Age-0 Infrastructure Support
Leveraging the trusted relationships Swift Japan has built with local families, Leifras intends to create a continuous ecosystem that naturally connects children from preschool graduation to its core multi-sport schools and after-school daycare networks.
Enhancing a Recurring Revenue Platform with Proprietary Educational Methodology
Swift Japan operates licensed nurseries with a near 100% capacity utilization rate in education-conscious districts of Nagoya City. Leifras plans to integrate its proprietary “non-cognitive skill development through sports” methodology into this subsidy-backed recurring revenue base as an extracurricular service, enhancing nursery quality and customer satisfaction.
Commitment to Employees and Parents: Preserving Community Ties
Leifras recognizes that the strong reputation of Swift Japan’s facilities is built on the trusted relationships with the parents developed daily by its childcare professionals. Accordingly, employment conditions, operational and management frameworks, and leadership under existing facility directors and nursery teachers will remain in place following the acquisition. Leifras intends to provide comprehensive support in recruitment, teacher training, and administrative systems to further strengthen facility operations and service quality.
Management Commentary
Mr. Kiyotaka Ito, Representative Director and Chief Executive Officer of Leifras, commented: “Since our founding, we have advocated for fostering children’s non-cognitive skills through sports. The integration of Swift Japan is far more than a tactical expansion; it is a commitment to supporting child development from infancy and co-designing communities where parents can raise families with peace of mind. We are deeply honored to carry forward the brand identity and philosophy that the Swift Japan team has built. Together, we believe we will evolve beyond sports into a next-generation educational platform that supports youth development while generating long-term value for shareholders.”
Future Outlook
Leifras plans to continue deepening its partnerships with local governments and businesses under its corporate philosophy, “To Change and Design Sports.” The Company believes that the smooth integration of Swift Japan will support its long-term growth objectives.
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/.
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
