LogProstyle Inc美股招股说明书(2025-03-25版)

The sale of the Resale Shares in the resale offering will occur only after the closing of the initial public offering under the prospectus to be used for the offering of Public Offering Common Shares (the“Public Offering Prospectus”). The sales price to the public of the Resale Shares will initially be fixed at the same initial public offering price of the Common Shares offered in this prospectus.Following listing of our Common Shares on the NYSE American LLC (“NYSE American”), the Selling Shareholder will be offering the Resale Shares pursuant to the Resale Prospectus at prevailingmarket prices, prices related to prevailing market prices, or privately negotiated prices. We will not receive any of the proceeds from the sale of the Common Shares by the Selling Shareholder. Our Common Shares have been approved for listing on the NYSE American under the symbol “LGPS”, subject to official notice of issuance. Currently, Yasuyuki Nozawa, our chief executive officer, president and representative director, beneficially owns 16,251,750 Common Shares, which represents approximately 75.06% of the votingpower of our outstanding Common Shares. Following this offering, Mr. Nozawa will control approximately 67.47% of the aggregate voting power of our issued and outstanding Common Shares,assuming he will sell all of the Resale Shares offered for sale by the Resale Prospectus and no exercise of the underwriters’ over-allotment option, or approximately 66.64%, assuming he will sell all ofthe Resale Shares offered for sale by the Resale Prospectus and full exercise of the underwriters’ over-allotment option. As such, we are deemed to be a “controlled company” under Section 801(a) ofthe NYSE American LLC Company Guide upon listing of our Common Shares on the NYSE American, because more than 50% of our voting power will be held by Mr. Nozawa after the offering. As a“controlled company,” we are exempt by Section 801(a) of the NYSE American LLC Company Guide from certain corporate governance requirements. Accordingly, you may not have the sameprotections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE American. See“Prospectus Summary—Implications of Being aControlled Company.” Investing in our Common Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 10 to read about factors you should We are an “emerging growth company” as defined under the federal securities laws and are subject to reduced public company reporting requirements. Please read the disclosures beginning on page 31 Represents underwriting discounts equal to 8% per Common Share. We have granted a 45-day option to the underwriters to purchase up to 300,000 additional Common Shares solely to cover over-allotments, if any. If the underwriters exercise the option in full, the totalunderwriting cash discounts and commissions payable by us will be $920,000, and the total proceeds to us, before expenses, will be $10,580,000. This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Common Shares if any such Common Shares are taken. The underwritersexpect to deliver the Common Shares against payment in U.S. dollars in New York, New York on or about March 26, 2025. Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined ifthis prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Spartan Capital Securities, LLC Prospectus dated March 24, 2025 TABLE OF CONTENTS MATERIAL INCOME TAX CONSIDERATION EXPENSES RELATING TO THIS OFFERING INDEX TO FINANCIAL STATEMENTS Before you invest in our Common Shares, you should read the registration statement (including the exhibits thereto and the documents incorporated by reference therein) of which thisprospectus forms a part. For investors outside of the United States:Neither we nor the underwriters have done anything that would permit this offering, or the possession or distribution of this prospectus, in any jurisdictionwhere action for that purpose is required, other than in the United States. You are required to inform yourselves about, and observe any restrictions relating to, this offering and the distribution of thisprospectus. Notice to prospective investors in Japan:Our Common Shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan.Accordingly, none of our Common Shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used hereinmeans any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering o