[SCHEDULE 13D/A] Tokyo Lifestyle Co., Ltd. SEC Filing

Rhea-AI Filing Summary

Mei Kanayama, who serves as Representative Director of Tokyo Lifestyle Co., Ltd., reports beneficial ownership of 24,838,560 ordinary shares, representing approximately 58.7% of the 42,327,806 shares outstanding. His holdings combine shares he owns personally, ADSs he purchased in open-market transactions, and shares held through Tokushin G.K., where he is managing member. Grand Elec-Tech Limited holds additional ADSs and has delegated voting authority to Mr. Kanayama, which together may result in consolidated voting influence. Mr. Kanayama states the shares were acquired for investment purposes and that he may buy or sell shares in the future.

Positive

• Majority ownership (58.7%) by an insider provides clear control and potential stability in corporate direction
• Aggregated holdings include personal, pre-IPO, and entity-held shares, showing long-term involvement and commitment
• Recent open-market purchases indicate continued acquisition interest by the reporting person

Negative

• Concentration of voting power through personal holdings, Tokushin G.K., and delegated voting from Grand Elec-Tech Limited may limit minority shareholder influence
• Potential 'group' status with Grand Elec-Tech Limited could consolidate control and raise governance concerns
• Shared dispositive power over a material block of shares could complicate independence of decision-making

Insights

Financial Analyst

TL;DR: An insider holds a controlling stake (58.7%), strengthening operational control and reducing free float.

The reported aggregate beneficial ownership of 58.7% is material for valuations and liquidity. With voting authority over shares held personally, through Tokushin G.K., and delegated voting from Grand Elec-Tech Limited, Mr. Kanayama effectively centralizes governance influence. Recent open-market purchases and pre-IPO holdings indicate continued insider commitment. For analysts, this alters shareholder base dynamics, potentially lowering shares available to public investors and increasing the weight of insider decisions on strategic outcomes.

Corporate Governance Expert

TL;DR: Majority insider ownership and delegated voting raise governance and minority-interest considerations.

The filing discloses that Mr. Kanayama controls a majority of outstanding shares and has been delegated voting power by an affiliated external holder. Such concentration can expedite decision-making but also raises potential conflicts of interest and reduces independent shareholder influence. The disclosure notes potential group status with Grand Elec-Tech Limited, which is relevant for regulatory and governance assessments. Investors should note the shift in control dynamics implicit in these arrangements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

TOKYO LIFESTYLE CO., LTD.

(Name of Issuer)

American Depositary Shares, each representing ten Ordinary Shares

(Title of Class of Securities)

98741L200

(CUSIP Number)

Mei Kanayama
Harumi 2-3-30-4810, Chou-Ku
Tokyo, M0, 1040053
81-80-3399-9998

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/22/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 98741L200

1

Name of reporting person

Mei Kanayama

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,590,996.00
8	Shared Voting Power 16,247,564.00
9	Sole Dispositive Power 8,590,996.00
10	Shared Dispositive Power 13,575,104.00

11

Aggregate amount beneficially owned by each reporting person

24,838,560.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

58.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: American Depositary Shares, each representing ten Ordinary Shares
(b)	Name of Issuer: TOKYO LIFESTYLE CO., LTD.
(c)	Address of Issuer's Principal Executive Offices: Harumi Building, 2-5-9 Kotobashi, Sumida-ku, Tokyo, JAPAN , 130-0022.
Item 2.	Identity and Background
(a)	Mei Kanayama
(b)	Harumi 2-3-30-4810, Chuo-Ku, Tokyo, 1040053, Japan
(c)	Mr. Mei Kanayama's present principal occupation is serving as the Representative Director and Director of the Issuer, the principal executive office of which is at Harumi 2-3-30-4810, Chuo-Ku, Tokyo, 1040053, Japan.
(d)	During the last five years, Mr. Mei Kanayama has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanours).
(e)	During the last five years, Mr. Mei Kanayama has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Japan
Item 3.	Source and Amount of Funds or Other Consideration
	Mr. Mei Kanayama personally holds 7,216,436 ordinary shares of the Issuer through pre-IPO acquisitions. Mr. Kanayama acquired 137,456 ADSs, representing 1,374,560 ordinary shares of the Issuer in multiple open market transactions for an aggregate purchase price of approximately $478,630.71. The source of funds for the purchase of such ADSs of the Issuer was personal funds of Mr. Mei Kanayama.
Item 4.	Purpose of Transaction
	Mr. Mei Kanayama serves as Representative Director and Director of the Issuer. In such capacities, Mr. Mei Kanayama may engage in communications with the Issuer's Board of Directors, members of management, other shareholders, financial and legal advisers, and other parties regarding the Issuer, including but not limited to the Issuer's operations, governance and control. In addition, in these capacities, Mr. Mei Kanayama may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as set forth herein, Mr. Mei Kanayama does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Mr. Mei Kanayama may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto. Mr. Mei Kanayama acquired beneficial ownership of the shares for investment purposes and intends to review his investment in the Issuer on a continuing basis. Accordingly, Mr. Mei Kanayama may acquire additional shares of the Issuer or sell or otherwise dispose of any or all of the shares that Mr. Mei Kanayama beneficially owns.
Item 5.	Interest in Securities of the Issuer
(a)	Mr. Mei Kanayama beneficially owns an aggregate of 24,838,560 ordinary shares of the Issuer (representing approximately 58.7% of the 42,327,806 ordinary shares issued and outstanding as of September 22, 2025), including: (i) 7,216,436 ordinary shares held personally by Mr. Mei Kanayama, (ii) 1,374,560 ordinary shares in the form of ADSs held personally by Mr. Mei Kanayama, (iii) 13,575,104 ordinary shares held through Tokushin G. K., a limited liability company formed under the laws of Japan owned by Mr. Kanayama and his family, for which Mr. Kanayama is the managing member, and accordingly, Mr. Kanayama has voting and dispositive control, and (iv) 2,672,460 ordinary shares in the form of ADSs held by Grand Elec-Tech Limited. Grand Elec-Tech Limited has delegated to Mr. Kanayama all authority to exercise the voting rights in respect of its ordinary shares. Due to the relationships between them, Mei Kanayama and Grand Elec-Tech Limited may be deemed to constitute a "group" with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
(b)	Mr. Mei Kanayama has sole voting and dispositive power over the 7,216,436 ordinary shares held personally by Mr. Mei Kanayama, and the 1,374,560 ordinary shares in the form of ADSs held personally by Mr. Mei Kanayama. Mr. Mei Kanayama has shared voting and dispositive power over the 13,575,104 ordinary shares held through Tokushin G. K. Mr. Mei Kanayama has shared voting power and no dispositive power over the 2,672,460 ordinary shares in the form of ADSs held by Grand Elec-Tech Limited.
(c)	During the past sixty days, Mr. Kanayama acquired 46,762 ADSs, representing 467,620 ordinary shares of the Issuer in multiple open market transactions for an aggregate purchase price of approximately $162,829.96.
(d)	No person has the right to receive, or the power to direct the receipt of dividends from, or proceeds from, the sale of such securities.
(e)	N.A.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Grand Elec-Tech Limited entered into a Subscription Agreement with the Issuer dated February 12, 2021 (the "Subscription Agreement") to acquire 2,672,460 ordinary shares of the Issuer (reflecting a forward split of the Issuer's outstanding ordinary shares at a ratio of 294-for-1 on August 18, 2021) in consideration of JPY200,007,270 (approximately $1.9 million). Pursuant to the Subscription Agreement, Grand Elec-Tech Limited has delegated to Mr. Kanayama all authority to exercise the voting rights in respect of its ordinary shares.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A. English Translation of Subscription Agreement dated February 12, 2021, by and between the Issuer and Grand Elec-Tech Limited (incorporated by reference to Exhibit 10.30 of the Issuer's Registration Statement on Form F-1/A (File No. 333-259129) filed with the U.S. Securities and Exchange Commission on October 1, 2021)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mei Kanayama

Signature:	/s/ Mei Kanayama
Name/Title:	Mei Kanayama
Date:	09/24/2025

FAQ

How many shares of TKLF does Mei Kanayama beneficially own?

Mr. Kanayama beneficially owns 24,838,560 ordinary shares, representing approximately 58.7% of issued and outstanding shares.

What forms of ownership contribute to Mr. Kanayama's stake in TKLF?

The stake includes personal holdings, ADSs purchased in open-market transactions, shares held through Tokushin G.K., and ADSs held by Grand Elec-Tech Limited with delegated voting.

Does Grand Elec-Tech Limited retain independent voting rights for its TKLF shares?

No; Grand Elec-Tech Limited has delegated to Mr. Kanayama all authority to exercise voting rights over its ordinary shares.

Were any recent purchases disclosed for TKLF ADSs by Mr. Kanayama?

Yes; during the past sixty days Mr. Kanayama acquired 46,762 ADSs, representing 467,620 ordinary shares, for approximately $162,829.96.

What percentage of the company does the reported share count use as the denominator?

The percentage is based on 42,327,806 ordinary shares issued and outstanding as stated in the filing.

What is the stated purpose for Mr. Kanayama's share ownership?

He states the shares were acquired for investment purposes and that he may review, acquire additional, or sell shares in the future.