Leifras Co Ltd ADR美股招股说明书(2025-10-10版)

1,250,000 American Depositary SharesRepresenting 1,250,000 Ordinary Shares This is a firm commitment initial public offering of the American depositary shares (the “ADSs”) representing our ordinary shares(“Ordinary Shares” or individually, an “Ordinary Share”). Each ADS represents one Ordinary Share. We are offering 1,250,000 ADSs. Theinitial public offering price of the ADSs is $4.00 per ADS. Prior to this offering, there has been no public market for the ADSs or ourOrdinary Shares. We have received the approval from the Nasdaq Capital Market (“Nasdaq”) to list the ADSs under the symbol “LFS”. Investing in the ADSs involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors”beginning on page11 to read about factors you should consider before buying the ADSs. We are an “emerging growth company” as defined under the federal securities laws and are subject to reduced public company reportingrequirements. Please read the disclosures beginning on page 4 of this prospectus for more information. Mr.Kiyotaka Ito is currently the beneficial owner of 52.89% of our issued and outstanding Ordinary Shares. Following the consummationof this offering, Mr.Ito will hold approximately 50.37% of the aggregate voting power of our outstanding Ordinary Shares assuming noexercise of the Representative’s over-allotment option, or 50.01% assuming full exercise of exercise of the Representative’s over-allotmentoption. Mr. Ito will have the ability to determine all matters requiring approval by an ordinary resolution of the shareholders' meeting,including the election of directors and approval of major corporate transactions, but not including matters requiring a special resolutionthereof, such as amendments of governing documents. As such, we are deemed a “controlled company” under Nasdaq Listing Rule5615(c).However, even if we are deemed a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptionsafforded to a “controlled company” under the Nasdaq Listing Rules but will follow the corporate governance standards of our home country,Japan, as permitted by Nasdaq Rules. See “Risk Factors” and “Management—Controlled Company.” Table of Contents (1)Represents underwriting discounts equal to 6.3% per ADS for investors introduced by the Company and 7% per ADS for investorsintroduced directly or indirectly by any party or entity which is not the Company.(2)In addition to the underwriting discounts listed above, we have agreed to: (i) reimburse the underwriters for certain expenses; (ii) provide a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to Kingswood CapitalPartners, LLC, the representative of several underwriters of this offering (the “Representative”); and (iii) issue, upon closing of thisoffering, warrants to the Representative, exercisable during the four and a half-year period commencing six months after the closingdate of this offering, entitling the Representative to purchase 3% of the total number of ADSs sold in this offering (not including anyADSs sold as a result of the exercise of the Representative’s over-allotment option) at an exercise price per ADS equals to 120% of theinitial public offering price of the ADSs sold in this offering (the “Representative’s Warrants”). The registration statement of which thisprospectus is a part also covers the Representative’s Warrants, the ADSs issuable upon the exercise thereof, and the underlyingOrdinary Shares. See “Underwriting” for additional information regarding total underwriter compensation. We have granted the Representative an option, exercisable for 45 days after the closing of this offering, to purchase up to an additional 15%of the ADSs offered in this offering on the same terms to cover over-allotments. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about October 10, 2025. Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Kingswood Capital Partners, LLC Prospectus dated October8, 2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY2RISK FACTORS11DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS37ENFORCEABILITY OF CIVIL LIABILITIES38USE OF PROCEEDS39DIVIDEND POLICY40CAPITALIZATION41DILUTION42CORPORATE HISTORY AND STRUCTURE43MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS44INDUSTRY63BUSINESS73REGULATIONS96MANAGEMENT98PRINCIPAL SHAREHOLDERS106RELATED PARTY TRANSACTIONS108DESCRIPTION OF SHARE CAPITAL109DESCRIPTION OF AMERICAN DEPOSITARY SHARES118ORDINARY SHARES AND ADSS ELIGIBLE FOR FUTURE SALE126JAPANESE FOREIGN EXCHANGE CONTROLS AND SECURITIES REGULATIONS128MATERIAL INCOME TAX CONSIDERATIONS130UNDERWRITING138EXPENSES RELATING