LogProstyle (LGPS) files routine foreign issuer update
Rhea-AI Filing Summary
LOGPROSTYLE INC. (symbol: LGPS) is the issuer of record for a Form 6-K filing submitted to the SEC.
Positive
- None.
Negative
- None.
Filing Explained
LogProstyle has agreed to pay JPY 612,692,000 for I-FLATZ, but ownership transfer remains conditional on a September 30, 2026 closing.
As a Form 6-K, this report furnishes material information about the company’s home-market disclosure. On
The stated mechanics are a purchase from Toshihide Suzuki: at closing, the seller is to deliver the share certificates and LogProstyle is to pay the purchase price. The agreement commits the company to that purchase-price obligation at closing, but the filing does not establish that payment or ownership transfer has occurred.
Before closing, the seller must keep the target group operating in the ordinary course and complete specified corporate and management actions. After closing, LogProstyle has agreed to seek release of certain personal guarantees within two months and, subject to exceptions, continue I-FLATZ employees under their existing working conditions.
The key resolution point is the targeted September 30 closing, which depends on representations, pre-closing performance, the absence of a specified material adverse effect, and continued management agreements and consent letters; the agreement can terminate in specified circumstances before closing.
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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 August 2026
Commission File Number: 001-42473
LOGPROSTYLE INC.
1-2-3 Kita-Aoyama
Minato-ku, Tokyo 107-0061, Japan
(Address of principal executive offices)
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
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Share Purchase Agreement
On August 27, 2026, LogProstyle Inc. (the “Company”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Toshihide Suzuki (the “Seller”), pursuant to which the Company agreed to acquire from the Seller all 3,800 issued and outstanding shares of I-FLATZ Co., LTD. a Japanese corporation (“I-FLATZ”) for an aggregate purchase price of JPY 612,692,000 (the “Purchase Price”). I-FLATZ is the sole shareholder of LAND-I Co., LTD. a Japanese Corporation (“LAND-I,” with I-FLATZ and LAND-I referred to together as the “Target Company Group”). Upon completion of the transactions contemplated by the Share Purchase Agreement, I-FLATZ will become a wholly owned subsidiary of the Company.
The closing of the Share Purchase Agreement is expected to occur on or about September 30, 2026, or such other date as may be agreed upon by the parties. At the closing, the Seller will deliver to the Company the share certificates representing the shares of I-FLATZ against payment of the Purchase Price by the Company.
The Share Purchase Agreement contains customary representations, warranties and covenants of the Company and the Seller. Prior to the closing, the Seller is required, among other things, to cause the Target Company Group to operate its business in the ordinary course and is restricted from causing the Target Company Group to take certain specified actions without the Company’s prior written consent. The Seller is also required to complete certain corporate and other actions prior to closing, including actions relating to the Target Company Group’s historical corporate approvals, officer retirement benefits, shareholder registers and certain management arrangements.
The parties’ respective obligations to consummate the Share Purchase Agreement are subject to customary closing conditions, including the accuracy of the applicable representations and warranties and performance of the parties’ respective pre-closing obligations. The Company’s obligation to close is also conditioned upon, among other things, the absence of an event that threatens to have a material adverse effect on the Target Company Group, and the execution and continued effectiveness of certain management delegation agreements and consent letters.
Following the closing, the Seller will be subject to certain non-competition and employee non-solicitation restrictions. The Company has also agreed, among other things, to procure the release or equivalent discharge, within two months following the closing, of certain personal guarantees provided by the Seller with respect to specified borrowings of I-FLATZ and, subject to specified exceptions, to continue the employment of I-FLATZ’ employees and maintain their existing working conditions.
The Share Purchase Agreement also contains customary indemnification provisions. The Seller generally is required to indemnify the Company for losses resulting from the Seller’s breach of the Share Purchase Agreement, including breaches of the Seller’s representations and warranties. Claims relating to breaches of general representations and warranties are generally subject to a JPY 5 million threshold, a 1-year survival period following the closing, and an aggregate liability cap equal to 50% of the Purchase Price, while certain fundamental representations and warranties are excluded from the threshold and survival limitations and are subject to an aggregate liability cap of 100% of the Purchase Price. The Share Purchase Agreement also provides for special indemnification by the Seller with respect to claims by third parties asserting ownership or other rights in the shares being acquired.
The Share Purchase Agreement may be terminated prior to closing in specified circumstances, including certain uncured breaches, insolvency events or if the closing has not occurred by the date specified in the Share Purchase Agreement. The Share Purchase Agreement is governed by Japanese law, and the Tokyo District Court has exclusive jurisdiction over disputes arising thereunder.
There can be no assurance that the Share Purchase Agreement will close as planned, or at all.
The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, a convenience English language translation of which is filed as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.
Press Release
On August 27, 2026, the Company issued a press release announcing the entry into the Share Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act , or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This report on Form 6-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the anticipated timing and closing of the Share Purchase Agreement, the satisfaction or waiver of the conditions to closing, and the Company’s ability to successfully integrate I-FLATZ and LAND-I following the closing and realize the anticipated benefits of the transaction. These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, the possibility that the conditions to closing may not be satisfied or waived, that the closing of the Share Purchase Agreement may be delayed or may not be completed on the anticipated terms or at all, changes in general economic and market conditions and other factors described in the Company’s filings with the U.S. Securities and Exchange Commission, including the risks detailed in the Company’s Annual Report on Form 20-F filed with the SEC on July 13, 2026. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report, except as required by applicable law.
EXHIBIT INDEX
Exhibit No. |
Description | |
| 10.1# | Share Purchase Agreement between LogProstyle Inc. and Toshihide Suzuki dated August 27, 2026 (English Translation) | |
| 99.1 | Press Release of the issuer dated August 27, 2026, announcing entry into the Share Purchase Agreement. |
# Certain confidential portions (indicated by brackets and asterisks) of this exhibit have been omitted
SIGNATURES
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.
| LOGPROSTYLE INC. | ||
| Date: August 27, 2026 | By: | /s/ Yasuyuki Nozawa |
| Name: | Yasuyuki Nozawa | |
| Title: | Chief Executive Officer, President, and Representative Director | |
Exhibit 99.1
 |
LogProstyle Inc. Aoyama Building 13th floor, 1-2-3 Kita-Aoyama, Minato-ku, Tokyo, 107-0061, Japan https://www.logprostyle.co.jp/ |
LogProstyle Inc. Enters into Agreement to Acquire 100% of I-FLATZ Corporation
August 27, 2026
LogProstyle Inc. (NYSE American: LGPS) (the “Company” or “LogProstyle”), headquartered in Minato-ku, Tokyo, Japan, announced today that, as of August 27, 2026, it has entered into a share purchase agreement to acquire all of the issued and outstanding shares (100%) of I-FLATZ Corporation (“I-FLATZ,” headquartered in Osaka City), thereby making I-FLATZ and its wholly owned subsidiary, LAND-I Co., LTD, subsidiaries of the Company. The acquisition is expected to close in September 2026, subject to the satisfaction of customary closing conditions.
LogProstyle has developed its real estate business primarily in the greater Tokyo area, including the planning and sale of renovated condominiums. I-FLATZ has, since its founding in 2001, engaged in sales agency services for newly built condominiums in the Kansai region, centered on Osaka and Kyoto. Leveraging the developer network and market intelligence cultivated through that business, I-FLATZ has expanded into the resale of renovated pre-owned condominiums and real estate leasing, building a business foundation deeply rooted in the local community. Through this share acquisition, LogProstyle aims to gain a foothold to fully expand into the Kansai region the business model it has cultivated in the greater Tokyo area, thereby seeking to broaden its business area and revenue base. In addition, I-FLATZ’s current management team will continue to lead the business, aiming to ensure continuity of operations while pursuing synergies with LogProstyle.
Yasuyuki Nozawa, Representative Director, President and CEO of the Company, said: “I-FLATZ is a company that has built a solid track record and trust in the Kansai region. We believe that this acquisition marks an important step in expanding the business model we have refined in Tokyo into Kansai, and we are delighted to welcome I-FLATZ as part of our group. We plan to continue using M&A as a key pillar of our growth strategy aimed to enhance corporate value going forward.”
Overview of the Target Company
| Name | I-FLATZ Corporation |
| Representative | Toshihide Suzuki, Representative Director |
| Address | 5F Yodoyabashi Toda Building, 3-2-4 Fushimi-machi, Chuo-ku, Osaka City, Osaka |
| Established | May 2001 |
| Business | A real estate company engaged in sales agency for newly built condominiums, resale of renovated pre-owned condominiums, and real estate leasing (licensed real estate broker) |
| Wholly owned subsidiary | LAND-I Co., LTD |
Overview of the Share Acquisition
| Date of share purchase agreement | August 27, 2026 |
| Expected acquisition date (closing) | Targeted for September 2026 (There can be no assurance that the share purchase agreement will close as planned, or at all.) |
| Number of shares acquired / voting rights held | 3,800 shares (100% ownership after acquisition) |
Forward-Looking Statements Disclaimer:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, the possibility that the conditions to closing may not be satisfied or waived, that the closing of the share purchase agreement may be delayed or may not be completed on the anticipated terms or at all, general economic conditions, changes in market conditions, the Company’s ability to execute its strategic initiatives, and other factors described in the Company’s filings with the U.S. Securities and Exchange Commission, including the risks detailed in the Company’s annual report on Form 20-F filed with the SEC on July 13, 2026. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable law. Any references to our website have been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.
About LogProstyle Inc.
LogProstyle Inc. is involved in a wide range of businesses, including real estate development, hotel management, and restaurant management. With the slogan “redefine life style,” the Company is working on various projects with the aim of illustrating an innovative and sustainable lifestyle. LogProstyle is the first unlisted Japanese company to list its Japanese common shares directly on a major United States stock exchange rather than through American Depositary Receipts (ADRs).
Contacts
LogProstyle Inc., Investor Relations: ir@logprostyle.co.jp
Alphaterra Advisory：takuo.katayama@alphaterraadvisory.com