LEIFRAS Co., Ltd 6-K, filed Oct 30, 2025
LEIFRAS Co., Ltd. (LFS)
About this 6-K
LEIFRAS Co., Ltd filed this 6-K on October 30, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Ebisu Garden Place Tower
Floor 17
4-20-3, Ebisu, Shibuya-ku
Tokyo, Japan
+81-30-6451-1341
(Address and telephone number, including area code, of Registrant’s principal executive offices)
Explanatory Note
LEIFRAS Co., Ltd. (the “Company”) is furnishing its unaudited financial statements and notes for the six months ended June 30, 2025. The financial statements and notes are attached as Exhibit 99.1 to this report. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025 is attached as Exhibit 99.2 to this report. The Company also hereby furnishes its investor presentation and press release, attached as Exhibit 99.3 and Exhibit 99.4 to this report, respectively.
1
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Unaudited Consolidated Financial Statements and Notes of LEIFRAS Co., Ltd. For the Six Months Ended June 30, 2024 and 2025 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operation | |
| 99.3 | Investor Presentation, dated October 30, 2025 | |
| 99.4 | Press Release, dated October 30, 2025 | |
| 101. INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
2
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.
| LEIFRAS Co., Ltd. | ||
| Date: October 30, 2025 | By: | /s/ Kiyotaka Ito |
| Name: | Kiyotaka Ito | |
| Title: | Representative Director and Chief Executive Officer | |
3
Exhibit 99.1
LEIFRAS CO., LTD. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, | June 30, | June 30, | ||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| JPY | JPY | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Short-term investments | ||||||||||||
| Inventories, net | ||||||||||||
| Prepaid expenses | ||||||||||||
| Other current assets | ||||||||||||
| TOTAL CURRENT ASSETS | ||||||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Property and equipment, net | ||||||||||||
| Finance lease right-of-use assets | ||||||||||||
| Operating lease right-of-use assets | ||||||||||||
| Intangible assets, net | ||||||||||||
| Goodwill | ||||||||||||
| Deferred tax assets, net | ||||||||||||
| Deferred initial public offering (“IPO”) costs | ||||||||||||
| Long-term deposits | ||||||||||||
| Other non-current assets | ||||||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Short-term loans | ||||||||||||
| Current portion of long-term loans | ||||||||||||
| Bond payable, current | ||||||||||||
| Accounts payable | ||||||||||||
| Accrued liabilities | ||||||||||||
| Income tax payable | ||||||||||||
| Contract liabilities, current | ||||||||||||
| Amount due to a director | ||||||||||||
| Finance lease liabilities, current | ||||||||||||
| Operating lease liabilities, current | ||||||||||||
| Other current liabilities | ||||||||||||
| TOTAL CURRENT LIABILITIES | ||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Long-term loans, net of current portion | ||||||||||||
| Bond payable, non-current | ||||||||||||
| Contract liabilities, non-current | ||||||||||||
| Finance lease liabilities, non-current | ||||||||||||
| Operating lease liabilities, non-current | ||||||||||||
| Assets retirement obligations | ||||||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Ordinary shares | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Treasury shares | ( |
) | ( |
) | ( |
) | ||||||
| Retained earnings | ||||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-1 |
LEIFRAS CO., LTD. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| For the six
months ended June 30 |
||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| JPY | JPY | US$ | ||||||||||
| NET REVENUE | ||||||||||||
| Cost of revenue | ( |
) | ( |
) | ( |
) | ||||||
| GROSS PROFIT | ||||||||||||
| Selling, general, and administrative expenses | ( |
) | ( |
) | ( |
) | ||||||
| INCOME FROM OPERATIONS | ||||||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Interest income | ||||||||||||
| Interest expense | ( |
) | ( |
) | ( |
) | ||||||
| Grant income | ||||||||||||
| Unrealized (loss) gain on short-term investment | ( |
) | ( |
) | ||||||||
| Loss on disposal of long-lived assets | ( |
) | ( |
) | ||||||||
| Loss on disposal of a subsidiary | ( |
) | ||||||||||
| Other income (expense), net | ( |
) | ( |
) | ||||||||
| Total other income, net | ( |
) | ( |
) | ||||||||
| INCOME BEFORE INCOME TAX PROVISION | ||||||||||||
| PROVISION FOR INCOME TAXES | ||||||||||||
| Current | ( |
) | ( |
) | ( |
) | ||||||
| Deferred | ( |
) | ||||||||||
| Total provision for income taxes | ( |
) | ||||||||||
| NET INCOME | ||||||||||||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | ||||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
| EARNINGS PER SHARE | ||||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-2 |
LEIFRAS CO., LTD. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Ordinary shares | Additional | Treasury shares | Retained Earnings |
Total | ||||||||||||||||||||||||
| No.
of Shares |
Amount | Paid-in Capital |
No.
of Shares |
Amount | (Accumulated Deficit) |
Shareholders’ Equity |
||||||||||||||||||||||
| JPY | JPY | JPY | JPY | JPY | ||||||||||||||||||||||||
| Balance as of December 31, 2023 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Balance as of December 31, 2024 | ( |
) | ( |
) | ||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( |
) | ( |
) | ||||||||||||||||||||||||
| Balance as of June 30, 2025 (US$) | ( |
) | ( |
) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-3 |
LEIFRAS CO., LTD. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six months
ended June 30, |
||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| JPY | JPY | US$ | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net income | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||
| Depreciation and amortization expense | ||||||||||||
| Loss on disposal of a subsidiary | ||||||||||||
| Reversal of (provision for) expected credit loss | ( |
) | ||||||||||
| Loss on disposal of property and equipment | ||||||||||||
| Provision for inventory impairment | ||||||||||||
| Unrealized loss (gain) on short-term investment | ( |
) | ||||||||||
| Other non-cash expenses | ||||||||||||
| Deferred tax expense | ( |
) | ( |
) | ||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Inventories | ||||||||||||
| Prepaid expenses | ( |
) | ||||||||||
| Long-term deposits | ( |
) | ( |
) | ( |
) | ||||||
| Amount due from a director | ||||||||||||
| Other current assets | ( |
) | ( |
) | ( |
) | ||||||
| Other non-current assets | ( |
) | ( |
) | ( |
) | ||||||
| Accounts payable | ( |
) | ( |
) | ( |
) | ||||||
| Accrued liabilities | ( |
) | ||||||||||
| Contract liabilities | ||||||||||||
| Operating lease liabilities | ( |
) | ||||||||||
| Income tax payable | ( |
) | ( |
) | ( |
) | ||||||
| Amount due to a director | ( |
) | ( |
) | ||||||||
| Other current liabilities | ( |
) | ( |
) | ( |
) | ||||||
| Net cash (used in) provided by operating activities | ( |
) | ||||||||||
| Cash flows from investing activities | ||||||||||||
| Cash outflow due to reduction in consolidated entities | ( |
) | ||||||||||
| Purchase of property and equipment | ( |
) | ( |
) | ( |
) | ||||||
| Purchase of intangible assets | ( |
) | ( |
) | ( |
) | ||||||
| Net cash used in investing activities | ( |
) | ( |
) | ( |
) | ||||||
| Cash flows from financing activities | ||||||||||||
| Payment of finance lease liabilities | ( |
) | ( |
) | ( |
) | ||||||
| Proceeds from bank loans | ||||||||||||
| Repayment of bank loans | ( |
) | ( |
) | ( |
) | ||||||
| Repayment of bond payable | ( |
) | ( |
) | ( |
) | ||||||
| Payment of deferred IPO costs | ( |
) | ( |
) | ( |
) | ||||||
| Net cash used in financing activities | ( |
) | ( |
) | ( |
) | ||||||
| Net decrease in cash | ( |
) | ( |
) | ( |
) | ||||||
| Cash at the beginning of period | ||||||||||||
| Cash at the end of the period end | ||||||||||||
| Supplementary cash flow information | ||||||||||||
| Cash paid for income taxes | ||||||||||||
| Cash paid for interest expenses | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-4 |
LEIFRAS CO., LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — NATURE OF BUSINESS AND COMPANY
Leifras Co., Ltd. (the “Company” or “Leifras”) was incorporated in Tokyo, Japan, in August 2001. The Company operates its business, and manages its subsidiaries with a focus on providing services related to operation of sports schools and organizing events for children, selling sports equipment, managing extracurricular activities in elementary and junior high schools, offering sports therapy for children with developmental disabilities, and providing health exercise guidance for the elderly.
The unaudited interim condensed consolidated financial statements reflect the activities of each of the following entities:
| Schedule of consolidated financial statements | ||||||
| Name | Background | Ownership | Principal activities | |||
|
● A Japan company
● Incorporated on August 28, 2001 |
- | Engaged in management and operation of sports clubs, sports classes and cultural classes, management of extracurricular activities in elementary and junior high schools, sports and healthcare facility management, selling sports equipment, and investment holding | ||||
|
● A Japan company
● Incorporated on April 9, 2019 |
Engaged in travel business based on the Travel Agency Act | |||||
|
● A Japan company
● Incorporated on June 24, 2020
● Liquidated on December 13, 2024 |
Engaged in management of operation of sports clubs, sports classes, and cultural classes | |||||
|
● A Japan company
● Incorporated on January 6, 2020 |
Engaged in management of after-school childcare facilities | |||||
|
● A Japan company
● Incorporated on January 4, 2022
● Liquidated on June 28, 2024 |
Engaged in after-school child welfare business based on the Child Welfare Act | |||||
|
● A Japan company
● Incorporated on November 27, 2017
● Disposed on April 8, 2024 |
Engaged in management and operation of sports clubs, sports classes, and cultural classes |
| F-5 |
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
Basis of presentation
The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete consolidated financial statements. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of June 30, 2025, and results of operations and cash flows for the six months ended June 30, 2024 and 2025. The unaudited interim condensed consolidated balance sheet as of June 30, 2025 has been derived from the unaudited consolidated financial statements at that date but does not include all the information and footnotes required by U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the fiscal years ended December 31, 2023 and 2024, and related notes included in the Company’s audited consolidated financial statements.
Principles of consolidation
The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors; and has the power to cast majority of votes at the meeting of the board or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. All inter-company transactions have been eliminated upon consolidation.
Use of estimates and assumptions
In preparing the unaudited interim condensed consolidated financial statements in conformity with the U.S. GAAP, the management is required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information available as of the date of the unaudited interim condensed consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, allowance of expected credit losses, inventory valuation, useful lives of property, equipment and intangible assets, the impairment of long-lived assets and goodwill, provision of refund liabilities, valuation of share-based compensation, valuation allowance of deferred tax assets, uncertain income tax positions, the period during which revenue for registration fees is recognized over time, and implicit interest rate of operating and finance leases. Actual results could differ from those estimates.
Business combinations
The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the Company’s unaudited interim condensed consolidated statements of income. The results of operations of the acquired business are included in the Company’s results of operations from the date of acquisition.
| F-6 |
Convenience translation
Cash
For the purposes of statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains substantially all its bank accounts in Japan. Cash balances in bank accounts in Japan are insured by the Deposit Insurance Corporation of Japan subject to certain limitations. As of December 31, 2024 and June 30, 2025, the Company did
Accounts Receivable, net
Accounts receivable includes trade accounts due from customers. Accounts are considered overdue after 30 days. Management reviews its receivables on a regular basis to determine if the allowance for expected credit loss is adequate and provides allowance when necessary. The allowance is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable. As of December 31, 2024 and June 30, 2025, the Company made JPY
Short-term investments
The Company’s short-term investments consist of equity investments in public companies. Equity investment in public companies is accounted for under ASC 321 and reported at its readily determinable fair value as quoted by market exchanges, with changes in fair value recorded in other income in the consolidated statement of income. All changes in the fair value of equity investment in public companies are reported in earnings as they occur; therefore, the sale of such investment does not necessarily result in a significant gain or loss. Unrealized gain and loss due to fluctuations in fair value are recorded in the consolidated statement of income. Declines in fair value below cost that are deemed to be other-than-temporary are recognized as impairment in the consolidated statement of income.
Inventories, net
Inventories, net are stated at the lower of cost or net realizable value, on a weighted average basis. Costs include mainly the cost of merchandise inventories such as uniforms and sports equipment. Any excess of the cost over the net realizable value of each item of merchandise inventories is recognized as a provision for diminution in the value of merchandise inventories. Net realizable value is the estimated selling price in the normal course of business less any costs to sell products. The Company periodically evaluates merchandise inventories for their net realizable value adjustments and reduces the carrying value of those merchandise inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and expiration dates, as applicable, taking into consideration historical and expected future product sales.
| F-7 |
Prepaid expenses
Prepaid expenses mainly comprise an advance payment for software license costs, office rent, and insurance fees. These expenses are initially recognized as assets and are subsequently transferred to the income statement over time. Management reviews its prepaid expenses on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary.
Other current assets
Other current assets primarily consist of deferred expenses, including promotional consumables, clothing, and sports equipment. Deferred expenses are initially recorded as assets on the unaudited interim condensed consolidated balance sheet and subsequently expensed over time as they are used. These costs are incurred for supplies to be utilized in future periods. As of December 31, 2024 and June 30, 2025, the total deferred expenses were JPY
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method or declining balance method over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. The estimated useful lives are as follows:
| Schedule of estimated useful lives of property and equipment, net | ||
| Useful Life | ||
| Leasehold improvements | ||
| Building and facilities | ||
| Motor vehicle | ||
| Tools and equipment |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized.
Intangible assets, net
Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets. Acquired intangible assets from a business combination are recognized and measured at fair value at the time of acquisition. Those assets represent assets with finite lives and are further amortized on a straight-line basis over the estimated economic useful lives of the respective assets. The estimated useful lives of intangible assets are as follows:
| Schedule of estimated useful lives of intangible assets | ||
| Useful Life | ||
| Trademarks | ||
| Software | ||
| Customer-related intangible assets |
| F-8 |
Impairment for long-lived assets
Long-lived assets, including property and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2024 and June 30, 2025,
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. In accordance with ASC Topic 350, “Intangibles—Goodwill and Others,” goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis.
The Company has the option to assess qualitative factors first to determine whether it is necessary to perform the quantitative test in accordance with ASC 350-20. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the entity, and other specific information related to the operations. If the Company believes, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test described above is required. Otherwise, no further testing is required. For the fiscal year ended December 31, 2024 and the six months ended June 30, 2025, the Company performed qualitative tests by evaluating Apicos, and concluded that it was not more-likely-than-not that the fair value of the reporting unit is less than its carrying amount.
Operating leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s unaudited interim condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and do not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to April 1, 2020 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs.
Finance leases
Finance lease assets are subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the finance lease assets are amortized over the useful life of the underlying asset. Accordingly, the assets leased under the finance leases are included in property and equipment, and depreciation thereon is recognized in operating expenses in the financial statements. When the Company makes its contractually required payments under finance leases, the Company allocates a portion to reduce the finance lease obligation and a portion is recognized as interest expenses.
| F-9 |
Asset retirement obligations
The Company accounts for asset retirement obligations in accordance with ASC 410-20, Asset Retirement Obligations. ASC 410-20 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs an obligation associated with the retirement of tangible long-lived assets that result from the operation use of the leased assets. Asset retirement obligations consist of estimated restoration costs to be incurred by the Company in the future once the economic life of its leased assets is reached. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. This liability is capitalized as part of the cost of the related asset and amortized over its useful life. The liability is accreted until the Company settles the obligation.
Deferred IPO costs
Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, and the SEC filing and print related costs. As of June 30, 2024, the Company did not conclude its IPO. During the six months ended June 30, 2025, the Company recorded a charge of JPY
Long-term deposits
The security deposits are for the leases of headquarters and branch offices. The guaranteed deposits are for the club activity business and compensation of travel association. These amounts are recorded based on the contractual value and are carried to the balance sheet as non-current assets.
Other non-current assets
Other non-current assets primarily consist of long-term prepaid expenses, which mainly comprise advance payments for system maintenance fees, guarantee fees, as well as key money for property rentals. These expenses are initially recognized as assets and are subsequently transferred to the income statement over time.
Fair value measurement
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement, and enhance disclosure requirements for fair value measures. The three levels are defined as follow:
| ● | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. |
The following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2024 and June 30, 2025 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
| F-10 |
Assets and liabilities measured on a recurring basis or disclosed at fair value as of December 31, 2024 and June 30, 2025 are summarized below:
| Schedule of fair value assets measured on recurring basis | ||||||||||||||||
|
Fair value measurement or disclosure as of December 31, 2024 using |
||||||||||||||||
| Total Fair Value as of December 31, 2024 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
| JPY | JPY | JPY | JPY | |||||||||||||
| Fair value disclosure1 | ||||||||||||||||
| Bond payable | ||||||||||||||||
| Fair value measurements on a recurring basis | ||||||||||||||||
| Short-term investments | ||||||||||||||||
|
Fair value measurement or disclosure as of June 30, 2025 using |
||||||||||||||||||||
| Total Fair Value as of June 30, 2025 |
Total Fair Value June 30, |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
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JPY (Unaudited) |
US$ (Unaudited) |
JPY (Unaudited) |
JPY (Unaudited) |
JPY (Unaudited) |
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| Fair value disclosure1 | ||||||||||||||||||||
| Bond payable | ||||||||||||||||||||
| Fair value measurements on a recurring basis | ||||||||||||||||||||
| Short-term investments | ||||||||||||||||||||
| 1 |
Fair value estimates are made at a specific point in time based on relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
| F-11 |
Contract liabilities
Contract liabilities are the obligation to transfer products or services to customers for which the Company has received the consideration or has billed the customers. The Company’s contract liabilities are non-refundable payments collected in advance from customers. Contract liabilities are reclassified to revenue at the point at which products or services are delivered to customers.
Bond payable
Bond payable represents the contractual obligation of the issuer to make periodic interest payment and principal repayments at maturity. The bondholders have a fixed claim on the issuer’s assets and cash flows, similar to traditional debt instruments. If the contractual terms of the bond payable primarily represent a liability, the bonds are recognized as a liability at their fair value at the issuance date. Transaction costs directly attributable to the issuance are typically allocated to the liability and amortized over the bond’s term and the fair value has been disclosed in the fair value measurement. The bond payable is measured at amortized cost using the effective interest rate method. Interest expense is recognized over the bond’s term based on the effective interest rate, which reflects the market rate at the issuance date.
Revenue Recognition
The Company generates revenue primarily from membership, events hosting, school club support, after-school daycare services, and other fees collected from services provided. Revenue is recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to such customer in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which may be capable of being distinct and accounted for as separate performance obligations. Revenue is recognized as a net of provision for refund and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company has adopted ASC 606, “Revenue from Contracts with Customers.” ASC 606 establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. This guidance provides a five-step analysis in determining when and how revenue is recognized. Under the guidance, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the guidance requires the disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company is a principal and records revenue on a gross basis when the Company is primarily responsible for fulfilling the goods and services, has discretion in establishing pricing, and controls the promised goods and services before transferring that service to customers. The Company’s continuing operations currently generate revenue from the following main sources:
(i) Sports school business
Membership revenue comprises registration fees, monthly fees, and annual fees. The Company cultivates professional coaches and provides high-quality professional sports lessons to its customers, who are children registered as the Company’s members. The typical payment terms for membership revenue set forth in the invoice are within 30 days of the invoice date.
The
Company accounts for one-time, non-refundable registration fees as fees for facilitating membership registration. The Company
provides administrative support, including creating individual member accounts, performing identity verification and health
assessment, and providing onboarding materials and access to member information platforms. The Company recognizes the registration
fees ratably over the average duration of membership life, which is generally 1 to 2 years, and reassesses the duration annually
based on historical data. The registration fees were JPY
The Company accounts for membership annual fee revenue, net of refunds, on a deferred basis, ratably over the one-year membership period. The Company will bill and receive fixed annual membership revenue from students but not earned as contract liability on an annual basis and recognized over time, based on a straight-line basis over the school year or service period, as the customers simultaneously receive and consume the benefits of these services throughout the service period.
| F-12 |
The Company accounts for monthly fees, each membership registration contract represents a series of distinct services, which are delivery of various courses. The services have substantially the same pattern of transfer to the students, and as such, they are considered as a single performance obligation. The transaction price is stated in the contract and known at the time of contract inception. The monthly fees are generally collected in advance and are initially recorded as contract liabilities.
There is no variable consideration in the membership registration contracts with customers, except that the Company offers certain refunds for unattended classes to students who decided to withdraw from a course.
The Company estimates the amount of such refund liability based on historical refund rates on a portfolio basis using the expected value method, and such refund liability is recorded under accrued expenses and other current liabilities on the unaudited interim condensed consolidated balance sheets.
Event hosting: The Company offers event hosting service to customers, including but not limited to services like organizing sport-related events, student camps during school holidays, and day trips, which can cater to different budgets and preferences. To deliver such a service, the Company coordinates and integrates services from selected suppliers such as transportation, accommodation, and tour guide. The typical payment terms for event hosting revenue set forth in the invoices are within 30 days of the invoice date.
The Company enters into a distinct service contract with each customer for the service provided. The whole event hosting service is determined as a single performance obligation with a fixed total consideration as the customer benefits from a series of integrated services from selected suppliers, which are not separately identifiable.
The Company recognizes revenue at a point in time when the performance obligation is satisfied. The Company offers refund options to customers for event hosting fees received in advance for offline events that were subsequently cancelled due to weather conditions or natural disasters.
The Company estimates the amount of such refund liability based on historical refund rates on a portfolio basis using the expected value method, which is recorded under accrued expenses and other current liabilities on the unaudited interim condensed consolidated balance sheets.
Other revenue: Other revenue generated comprised primarily of fees related to sales of sports equipment, special guidance services, and royalty fees from franchise. The typical payment terms for other revenue set forth in the invoices are within 30 days of the invoice date.
The Company sells sport equipment to customers. Each transaction represents a single performance obligation. The billing terms for sales of sports equipment are billed when equipment is delivered and is recognized at a point in time.
The Company offers special guidance services to the customers, mainly by dispatching coaches and instructors to kindergartens and nurseries to conduct sports and gymnastics classes. The fee is based on payment schedules specifying agreed rates according to the number of classes conducted each month. Each class represents a single performance obligation. The revenue from special guidance services is recognized over the contract term as customers receive and consume benefits of such services as provided. The special guidance services are billed on a monthly basis.
The Company receives certain royalty fees from franchisees for licensing franchises to operate under the Company’s trademarks, and also receives certain other support and maintenance fees professional maintenance and support for the franchisees’ sports school business. The royalty fee is calculated to be a percentage of the revenue earned by a franchisee, which percentage is agreed in the payment schedule. The support and maintenance fees are billed according to negotiated billing terms and revenue is recognized according to the billing terms.
| F-13 |
(ii) Social business
The Company provides a variety of customized services to municipalities, other governmental authorities, and schools. The Company offers two primary services under the social business umbrella through fixed-fee contracts: school club activity support service and after-school daycare service. The billing terms for the social business are billed on a monthly, quarterly, or annual basis. The typical payment terms for social business set forth in the invoices are 30 to 60 days. The school club activity support service involves managing student club activities for elementary and middle schools, based on contracts with the schools or relevant municipalities or education boards. Service rendered includes providing sports, music, and other cultural lessons and coaching services, with revenue recognized over time on a straight-line basis throughout the contract period as customers receive and benefits from the services continuously. Similarly, the after-school daycare service supports children with disabilities or developmental needs, enhancing their daily living skills and social abilities through soccer therapy, known for its developmental benefits. Revenue from after-school daycare service is also recognized over time throughout the contract period, as the benefits are continuously provided to and consumed by the customers.
Cost of revenue
Cost of revenue mainly consists of salaries to full-time coaches and instructors, rental expenses for school facility and office, promotion expenses, event expenses, depreciation and amortization of properties and equipment, and related expenses directly used in the provision of services to customers.
Selling, general, and administrative expenses
Selling, general, and administrative expenses include all operating costs of the Company, except cost of revenue, as described above. As a result, the majority of the cost of directors and staff costs, commission fees, depreciation, office supplies, travelling fees, system maintenance fees, advertisement and membership promotion fees, and operating lease expenses are included in selling, general, and administrative expenses. Since these expenses serve similar functions and pertain to the same aspects of the business, the Company has consolidated them into a single line item under this title.
Advertising expenses
The Company expenses advertising costs as they incurred. Total advertising expenses were JPY
Grant income
The Company recognizes grant income when they are received because they are not subject to any past or future conditions, performance conditions or conditions of use, and they are not subject to future refunds. Grant income received and recognized totaled JPY
Income taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the unaudited interim condensed consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
| F-14 |
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred for the six months ended June 30, 2024 and 2025.
Treasury shares
The Company accounts for treasury shares using the cost method. Under this method, the cost incurred to purchase the shares is recorded in the treasury shares account in shareholders’ equity. At retirement of the treasury shares, the ordinary shares account is charged only for the aggregate par value of the shares. The excess of the acquisition cost of treasury shares over the par value reduces additional paid-in capital.
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share.” ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (for instance, convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (that is, those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended June 30, 2024 and 2025, there were and dilutive shares, respectively.
Share-based compensation
The Company applies ASC 718, Compensation—Stock Compensation (“ASC 718”), to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or equity award. All the Company’s share-based awards to employees are classified as equity awards and are recognized in the unaudited interim condensed consolidated financial statements based on their grant date fair values. The Company records share-based compensation expenses for employees and non-employees at fair value on the grant date. Share-based compensation is recognized net of forfeitures, as amortized expense on a straight-line basis over the requisite service period, which is the vesting period.
The Company accounts for share-based compensation expenses using an estimated forfeiture rate at the time of grant and revising, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. Share-based compensation expenses are recorded net of estimated forfeitures such that expenses are recorded only for those share-based awards that are expected to vest.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, a shareholder, or a related corporation.
Commitments and contingencies
In the ordinary course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such a contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
| F-15 |
Segment reporting
The Company accounts for segment reporting in accordance with ASC 280, “Segment Reporting”. ASC 280 establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure, as well as information about geographical areas, business segments, and major customers. The Company’s Chief Executive Officer is identified as the Chief Operating Decision-Maker (“CODM”), who reviews the consolidated operating results for the purpose of allocating resources and evaluating financial performance. The Company has one business activity: providing services related to the operation of sports schools, organizing events for children, selling sports equipment, managing extracurricular activities, offering sports therapy, and providing health exercise guidance for the elderly. Based on CODM’s review, the Company operates as a single operating and reportable segment. Refer to Note 4, “SEGMENT REPORTING” for additional disclosures and Note 3, “NET REVENUE” for entity-wide disclosures, respectively.
Concentration of risks
Concentration of credit risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with financial institutions with high credit ratings and quality.
Accounts receivable primarily comprise of amounts receivable from the service customers. To reduce credit risk, the Company performs ongoing credit evaluations of the financial condition of these service customers. The Company establishes a provision for expected credit loss based upon estimates, factors surrounding the credit risk of specific service customers and other information.
Concentration of customers
As of December 31, 2024 and June 30, 2025, no customer accounted for more than
For the six months ended June 30, 2024 and 2025, no customer accounted for more than
Concentration of vendors
As of December 31, 2024, Vendors A, B, and C accounted for
For the six months ended June 30, 2024 and 2025, no vendor accounted for more than
Recently Adopted or Issued Accounting Pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the JOBS Act, the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they apply to private companies.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The Company adopted ASU 2023-07 on a retrospective basis. This ASU expands public entities’ segment disclosures by requiring the disclosure of significant segment expenses that are regularly reviewed by the CODM and included within each reported measure of segment profit or loss. It also requires disclosure of other segment items and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are required for public entities with a single reportable segment. For more information about the impact of the adoption and disclosures on the Company’s segment, refer to Note 4, “SEGMENT REPORTING.”
| F-16 |
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances the transparency and decision usefulness of income tax disclosures to provide investors information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2024. The Company does not expect a significant impact to the unaudited interim condensed consolidated financial statements upon adoption.
In March 2024, the FASB issued ASU No.2024-01, Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU to improve generally accepted accounting principles (GAAP) by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards to provide employees or nonemployees with profits interest awards to align compensation with an entity’s operating performance and provide those holders with the opportunity to participate in future profits and/or equity appreciation of the entity. The adoption of this ASU did not have a significant impact on the Company’s unaudited interim condensed consolidated financial statements.
In March 2024, the FASB issued ASU 2024-02 Codification Improvements – Amendments to Remove References to the Concept Statements to provide amendments to the Codification that remove references to various FASB Concepts Statements. This ASU is effective for our annual periods beginning December 15, 2024, with early adoption permitted. The adoption of this ASU did not have a significant impact on the Company’s unaudited interim condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03 – Income Statement – Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this new standard on the Company’s unaudited interim condensed consolidated financial statements and related disclosures.
In January 2025, the FASB issued ASU 2025-01 – Income Statement – Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to clarify the Effective Date. This ASU clarifies the effective date of ASU 2024-03, specifying that all public business entities must adopt the guidance for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods beginning after December 15, 2027. The Company is currently evaluating the potential impact of these new standards on our unaudited interim condensed consolidated financial statements and related disclosures. The Company does not anticipate that the adoption of these standards will have a significant impact on our current reporting.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient for all entities and an accounting policy election for entities other than public business entities, to simplify the measurement of expected credit losses for current accounts receivable and current contract assets arising from revenue transactions. This standard becomes effective for the Company for annual reporting periods beginning after December 15, 2025. The Company is currently evaluating the potential impact of these new standards on our unaudited interim condensed consolidated financial statements and related disclosures. The Company does not anticipate that the adoption of these standards will have a significant impact on our current reporting.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of income, and unaudited interim condensed consolidated statements of cash flows.
| F-17 |
Note 3 — NET REVENUE
The Company’s net revenue consisted of the following:
| Schedule of net revenue | ||||||||||||
| For the six months
ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| JPY | JPY | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Sports school business – Membership | ||||||||||||
| Sports school business – Events | ||||||||||||
| Sports school business – Others | ||||||||||||
| Social business | ||||||||||||
| Subtotal | ||||||||||||
| Add: reversal (provision) of sales refund* | ( | ) | ( | ) | ||||||||
| Total | ||||||||||||
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| JPY | JPY | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Timing of revenue recognition | ||||||||||||
| Transferred over time | ||||||||||||
| Transferred at a point in time | ||||||||||||
| Total | ||||||||||||
| * |
The “provision of sales refund” represents the provision for refund for sports school business services. The refund liability is based on estimates made from past refund historical data. The Company will re-evaluate the provision for refund liability based on the estimates to match the actual claims and expects to make use of the refund liability over the next operating period.
The “reversal of sales refund” represents the release of refund obligations initially recorded under ASC 606-10-55-23 through 55-27 for estimated customer refunds. During the reporting period, certain customers did not exercise their refund rights, and the related refund liabilities were reversed. Such reversals are recognized as an increase to revenue in the period in which the change in estimate occurs, consistent with ASC 606-10-32-14. The amount represents the reversal of previously recognized refund liabilities as certain customer refunds were no longer expected to occur. Such reversals are recorded as an increase to revenue in the period of change in estimate.
Liabilities for refund are included in “Other current liabilities” and were JPY
| F-18 |
Note 4 — SEGMENT REPORTING
The Company generates revenue by providing a range of services including the operation of sports schools, organizing events for children, selling sports equipment, managing extracurricular activities, offering sports therapy, and providing health exercise guidance for the elderly.
Determination of Reportable Segments
The Company operates as one operating and reportable segment. Its sole business activity focuses on the development and management of coaches who enhance children’s non-cognitive skills through sports lesson programs. The Company manages its business activities on a consolidated basis.
Measure of Segment Profit or Loss
The Company’s CODM uses Income (loss) from operations to measure segment profit or loss and assesses performance against expectations to make resource allocation decisions. The accounting policies of the segment are consistent with those described in Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES.”
Significant Segment Expenses (ASU 2023-07 Disclosure)
As a single reportable segment, the significant segment expenses regularly provided to the CODM and included in the measure of segment profit or loss are those presented on the consolidated statements of operations. These significant expenses include cost of revenue, selling, general, and administrative expenses. Other segment items reviewed by the CODM, which are presented on the consolidated statements of operations, include interest, grant income, unrealized (loss) gain on short-term investment, loss on disposal of long-lived assets, other income (expense), net, and provision for (benefit from) income taxes. The Company’s entity-wide disclosures, including the breakout of revenue by products, are included in Note 3, “NET REVENUE.”
| F-19 |
Note 5 — SUBSEQUENT EVENTS
The Company consummated initial public offering
(“IPO”) on October 10, 2025, in which issued American Depositary Shares (“ADSs”) at a price of
$4.00 per ADS, resulting in gross proceeds of approximately JPY
| F-20 |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of our financial statements with a narrative from the perspective of Company’s management. You should read the following discussion and analysis of our results of operations and financial condition in conjunction with our financial statements and the related notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and “Disclosure Regarding Forward-Looking Statements” in our registration statement on Form F-1 (Registration No. 333-283712) dated October 10, 2025.
Overview
Headquartered in Shibuya-ku, Tokyo, we are a sports and social business company dedicated to youth sports and community engagement. We primarily provide services related to the organization and operations of sports schools and sports events for children. Building upon our experience and know-how in sports education, we also operate a robust social business sector, dispatching sports coaches to meet various community needs.
At the core of our operations is the children’s sports school business (“Sports School Business”). When we refer to a sports school, it refers to a series of courses and programs that we offer to teach a sport, instead of a physical location. As of June 30, 2025, we were recognized as one of Japan’s largest operators of children’s sports schools in terms of both membership and facilities. As of June 30, 2025, we held our sports classes at more than 4,500 facility locations in Japan nationwide, serving over 64,300 members. The number of members is based on the number of students taking classes, if a student is enrolled in two different classes, this student is counted as two members. We provide 13 sports schools, from soccer school “Liberta” and basketball school “Porte,” to rhythmic karate school “Quore” and kendo school “Kokoro.” We also offer classes that cater to the various needs of different age groups and sports capability levels. For instance, our “JJMIX” classes offer beginners from the age of two and up the opportunity to experience multiple sports, and our “Rugina” classes are designed specifically for girls. Approximately 89% of our sports school members are elementary school students, with additional programs for preschoolers, nursery school children, kindergarteners, and junior high school students. These classes are taught by professional coaches who bring their expertise and passion to each session, ensuring that students receive high-quality coaching in safe environments. Our sports school business also extends to sports merchandise sales and commissioned special guidance services.
Our approach to sports education emphasizes the development of non-cognitive skills, which are crucial for success both inside and outside the sports arena. Following our teaching principle “acknowledge, praise, encourage, and motivate,” our classes integrate non-cognitive skills, such as motivation, teamwork, strategic thinking, and sportsmanship, into our sports curriculum. For instance, our soccer program focuses on developing technical skills, tactical understanding, and teamwork, and our martial arts programs in karate and kendo promote physical fitness and self-discipline. Our holistic approach integrates physical and mental development, setting us apart in the industry.
Building upon our experience and know-how in sports education, our social business mainly dispatches sports coaches to meet various community needs. Our school club support business provides sports coaching in school club activities and physical education classes and coordinates collaborations between school clubs and private companies. Our after-school daycare service supports children with disabilities or developmental characteristics through soccer therapy, promoting independence and improving life skills. Our involvement also extends to facility management services at public sports facilities, focusing on providing sports coaching for people of all ages. Our elderly healthcare initiative offers exercise programs for the elderly, including exercise instruction such as preventive nursing care exercises, yoga, and other health promotion services at community centers and healthcare facilities. By addressing these diverse needs, we aim to promote physical health, social inclusion, and community well-being across different demographics.
Our revenues increased by JPY715.6 million ($5.0 million), or 15.0%, from JPY4,773.2 million ($33.1 million) for the six months ended June 30, 2024, to JPY5,488.8 million ($38.1 million) for the six months ended June 30, 2025.
Our net income increased by JPY10.9 million ($0.08 million), or 25.6%, from JPY42.8 million ($0.3 million) for the six months ended June 30, 2024, to JPY53.7 million ($0.4 million) for the six months ended June 30, 2025.
As of June 30, 2025, we had JPY700,000,000 ($4.9 million) of short term loans, JPY169,248,000 ($1.2 million) of current portion of long term loans, and JPY80,884,000 ($0.6 million) of long term loans outstanding as compared to JPY700,000,000 ($4.9 million) of short-term loans, JPY317,535,000 ($2.0 million) of current portion of long-term loans, and JPY250,132,000 ($1.17 million) of long-term loans outstanding as of June 30, 2024.
Recent Developments
IPO
We consummated our initial public offering (“IPO”) on October 10, 2025, in which we issued 1,250,000 American Depositary Shares (“ADSs”) at a price of $4.00 per ADS, resulting in gross proceeds of approximately JPY720.9 million ($5.0 million) and net proceeds of approximately JPY673.5 million ($4.7 million) after deducting the underwriting discount of approximately JPY47.4 million ($0.3 million).
Our Business Model
We currently generate revenue under our two main business sectors, the sports school business and the social business.
| ● | Sports school Business: We train professional coaches and instructors and provide high-quality sports lessons to children. Revenue is generated through membership fees, which include registration fees, monthly membership fees, and annual membership fees. |
| ● | Social Business: We provide a variety of customized services to municipalities, other governmental authorities, and schools. Under this business, we primarily offer two services through fixed-fee contracts: school club activity support services and after-school daycare services. |
Trend Information
Our sports school business experiences seasonal fluctuations, with lower membership number around March due to school graduations, followed by growth from April to June when the new school year begins. Revenue from event hosting also peaks during school holidays in March, August, and December–January. Our social business cash flows show seasonality as some governmental contracts settle payments around fiscal year-end in March. For further details, see “Trend Information” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our registration statement on Form F-1 (Registration No. 333-283712) dated October 10, 2025.
Key Operating Metrics
We use the following key performance indicators to analyze our business performance and financial forecasts and to develop strategic plans. We believe that these indicators provide useful information to help investors understand and evaluate our results of operations in the same manner as our management team. Certain judgments and estimates are inherent in our processes for calculating these metrics.
2
These key performance indicators are presented for supplemental informational purposes only; they should not be considered a substitute for financial information presented in accordance with U.S. GAAP and may differ from similarly titled metrics or measures presented by other companies. The following table sets forth a summary of the key operating metrics:
|
For the Six Months Ended June 30, |
Period- Over-Period |
|||||||||||||||
| 2024 | 2025 | 2025 | 2025 to 2024 % Change |
|||||||||||||
| Operating Metrics: | ||||||||||||||||
| Sports school business | ||||||||||||||||
| Number of members | 65,337 | 69,500 | - | 6.4 | % | |||||||||||
| Average membership duration (Year) | 1.84 | 1.88 | - | 2.2 | % | |||||||||||
| Revenue per capita | JPY5,869,847 | JPY6,117,614 | US$42,433 | 4.2 | % | |||||||||||
| Social business | ||||||||||||||||
| Number of schools | 235 | 349 | - | 48.5 | % | |||||||||||
| Revenue per capita | JPY4,160,910 | JPY5,063,460 | US$35,121 | 21.7 | % | |||||||||||
For definitions of our key operating metrics, see “Key Operating Metrics” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our registration statement on Form F-1 (Registration No. 333-283712) dated October 10, 2025.
3
Results of Operations
The following table sets forth our selected profit or loss data, both in absolute amount and as a percentage of total revenue, for each of the periods indicated:
| For the Six Months Ended June 30, | Fluctuation | |||||||||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||||||||||
| JPY | % | JPY | US$ | % | JPY | % | ||||||||||||||||||||||
| NET REVENUE | ||||||||||||||||||||||||||||
| Sports school business | 3,627,565,499 | 76.0 | % | 3,937,704,322 | 27,312,924 | 71.7 | % | 310,138,823 | 8.5 | % | ||||||||||||||||||
| Social business | 1,145,637,260 | 24.0 | % | 1,551,106,499 | 10,758,872 | 28.3 | % | 405,469,239 | 35.4 | % | ||||||||||||||||||
| TOTAL REVENUE | 4,773,202,759 | 100.0 | % | 5,488,810,821 | 38,071,796 | 100.0 | % | 715,608,062 | 15.0 | % | ||||||||||||||||||
| COST OF REVENUE | (3,532,146,670 | ) | (74.0 | )% | (4,047,686,339 | ) | (28,075,788 | ) | (73.7 | )% | (515,539,669 | ) | 14.6 | % | ||||||||||||||
| GROSS PROFIT | 1,241,056,089 | 26.0 | % | 1,441,124,482 | 9,996,008 | 26.3 | % | 200,068,393 | 16.1 | % | ||||||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | (1,208,412,234 | ) | (25.3 | )% | (1,373,195,238 | ) | (9,524,833 | ) | (25.0 | )% | (164,783,004 | ) | 13.6 | % | ||||||||||||||
| TOTAL OPERATING EXPENSES | (1,208,412,234 | ) | (25.3 | )% | (1,373,195,238 | ) | (9,524,833 | ) | (25.0 | )% | (164,783,004 | ) | 13.6 | % | ||||||||||||||
| INCOME FROM OPERATIONS | 32,643,855 | 0.7 | % | 67,929,244 | 471,175 | 1.3 | % | 35,285,389 | 108.1 | % | ||||||||||||||||||
| Interest expenses, net | (9,143,866 | ) | (0.2 | )% | (8,079,893 | ) | (56,044 | ) | (0.1 | )% | 1,063,973 | (11.6 | )% | |||||||||||||||
| Other income, net | 28,603,587 | 0.6 | % | (11,296,013 | ) | (78,352 | ) | (0.2 | )% | (39,899,600 | ) | (139.5 | )% | |||||||||||||||
| INCOME BEFORE INCOME TAX PROVISION | 52,103,576 | 1.1 | % | 48,553,338 | 336,779 | 0.9 | % | (3,550,238 | ) | (6.8 | )% | |||||||||||||||||
| Provision for income taxes | (9,327,744 | ) | (0.2 | )% | 5,152,860 | 35,741 | 0.1 | % | 14,480,604 | (155.2 | )% | |||||||||||||||||
| NET INCOME | 42,775,832 | 0.9 | % | 53,706,198 | 372,520 | 1.0 | % | 10,930,366 | 25.6 | % | ||||||||||||||||||
4
Revenue
Total revenue increased by JPY715.6 million ($5.0 million), or 15.0%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
Sports school business revenue increased by JPY310.1 million ($2.2 million), or 8.5%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase in revenue was mostly driven by: (i) an increase in the number of members by 4,163, from 65,337 as of June 30, 2024 to 69,500 as of June 30, 2025, resulting in an increase in revenue of JPY229.1 million ($1.6 million) and (ii) an increase in the number of customers who joined events hosted by the Company from 84,651 for the six months ended June 30, 2024 to 90,501 for the six months ended June 30, 2025, leading to an increase in the sports school business revenue by JPY74.8 million ($0.5 million). The number of customers who joined events refers to the total number of participants, including both members and non-members of the Company. We define the number of customers who participated in events as the total number of times customers attended throughout the six months. For example, if the same customer attends three events within the same period, this customer is counted as three customers.
Social business revenue increased by JPY405.5 million ($2.8 million), or 35.4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in revenue was mostly driven by: (i) an increase in the number of schools by 114, from 235 as of June 30, 2024 to 349 as of June 30, 2025, resulting in an increase in revenue of JPY356.2 million ($2.5 million), and (ii) an increase in after-school daycare service revenue by JPY37.4 million ($0.3 million).
Cost of revenue and gross profit
Cost of revenue increased by JPY515.5 million, or 14.6%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, driven by the increase in sales noted above and the increase in salaries and welfare expenses due to business expansion.
| For the Six Months Ended June 30, | Fluctuation | |||||||||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||||||||||
| JPY | % | JPY | US$ | % | JPY | % | ||||||||||||||||||||||
| Salaries and welfare expenses | 2,439,415,728 | 69.1 | % | 2,720,159,344 | 18,867,721 | 67.2 | % | 280,743,616 | 11.5 | % | ||||||||||||||||||
| Event hosting expenses | 356,693,573 | 10.1 | % | 388,428,588 | 2,694,240 | 9.6 | % | 31,735,015 | 8.9 | % | ||||||||||||||||||
| School facility rental fees | 217,803,529 | 6.2 | % | 242,931,266 | 1,685,033 | 6.0 | % | 25,127,737 | 11.5 | % | ||||||||||||||||||
| Travel expenses | 186,396,553 | 5.3 | % | 232,511,197 | 1,612,757 | 5.8 | % | 46,114,644 | 24.7 | % | ||||||||||||||||||
| Promotion expenses | 86,929,054 | 2.5 | % | 118,082,798 | 819,052 | 2.9 | % | 31,153,744 | 35.8 | % | ||||||||||||||||||
| Others | 244,908,233 | 6.9 | % | 345,573,146 | 2,396,985 | 8.5 | % | 100,664,913 | 41.1 | % | ||||||||||||||||||
| Total | 3,532,146,670 | 100.0 | % | 4,047,686,339 | 28,075,788 | 100.0 | % | 515,539,669 | 14.6 | % | ||||||||||||||||||
Our gross profit increased by 16.1% from JPY1,241.1 million for the six months ended June 30, 2024 to JPY1,441.1 million for the six months ended June 30, 2025, along with business expansion.
5
Selling, general, and administrative expenses
Selling, general, and administrative expenses increased by JPY164.8 million, or 13.6%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in selling, general, and administrative expenses was attributed to (i) the increase in salaries and welfare expenses of JPY69.8 million ($0.5 million) due to business expansion as well as an increase in headquarters personnel in preparation for our IPO, (ii) the increase in promotion fees of JPY10.7 million ($0.07 million) due to business expansion, (iii) the increase in office rental fees of JPY12.6 million ($0.09 million) due to business expansion, (iv) the increase in system maintenance fee expenses of JPY13.9 million ($0.10 million) incurred due to the increase in the number of employees, and (v) the increase in recruitment fees of JPY33.4 million ($0.2 million) due to business expansion as well as an increase in headquarters personnel in preparation for our IPO.
After completion of our IPO, we expect to incur on an ongoing basis certain new costs related to the requirements of being a publicly traded company, including insurance, accounting, tax, legal, information technology, human resource, investor relations, and other professional services costs, which could be material.
| For the Six Months Ended June 30, | Fluctuation | |||||||||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||||||||||
| JPY | % | JPY | US$ | % | JPY | % | ||||||||||||||||||||||
| Salaries and welfare expenses | 489,025,628 | 40.4 | % | 558,813,675 | 3,876,075 | 40.7 | % | 69,788,047 | 14.3 | % | ||||||||||||||||||
| Office rental fees | 141,115,700 | 11.7 | % | 153,673,008 | 1,065,915 | 11.2 | % | 12,557,308 | 8.9 | % | ||||||||||||||||||
| System maintenance fees | 124,191,981 | 10.3 | % | 138,056,417 | 957,595 | 10.0 | % | 13,864,436 | 11.2 | % | ||||||||||||||||||
| Commission expenses | 113,557,781 | 9.4 | % | 121,999,412 | 846,219 | 8.9 | % | 8,441,631 | 7.4 | % | ||||||||||||||||||
| Depreciation and amortization expenses | 60,244,494 | 5.0 | % | 66,679,088 | 462,503 | 4.9 | % | 6,434,594 | 10.7 | % | ||||||||||||||||||
| Promotion fees | 55,452,500 | 4.6 | % | 66,105,459 | 458,524 | 4.8 | % | 10,652,959 | 19.2 | % | ||||||||||||||||||
| Travel expenses | 41,380,533 | 3.5 | % | 51,527,704 | 357,409 | 3.7 | % | 10,147,171 | 24.5 | % | ||||||||||||||||||
| Recruitment fees | 41,650,585 | 3.4 | % | 75,058,719 | 520,626 | 5.5 | % | 33,408,134 | 80.2 | % | ||||||||||||||||||
| Taxes and public dues | 41,741,760 | 3.4 | % | 17,608,217 | 122,135 | 1.3 | % | (24,133,543 | ) | (57.8 | )% | |||||||||||||||||
| Office supplies | 3,204,936 | 0.3 | % | 14,855,827 | 103,044 | 1.1 | % | 11,650,891 | 363.5 | % | ||||||||||||||||||
| Others | 96,846,336 | 8.0 | % | 108,817,712 | 754,788 | 7.9 | % | 11,971,376 | 12.4 | % | ||||||||||||||||||
| Total | 1,208,412,234 | 100.0 | % | 1,373,195,238 | 9,524,833 | 100.0 | % | 164,783,004 | 13.6 | % | ||||||||||||||||||
6
Other Income (Expenses)
Other income (expenses) decreased by JPY39.9 million, or 139.5%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease in other income (expenses) was attributed to: (i) net franchise income collected (returned) of JPY27,388,150 ($189,971), which was the payments refunded to the franchisees in connection with the transfer of certain business rights, (ii) an eviction compensation of JPY5,500,000 ($38,149) received in connection with the vacating of a leased building.
| For the Six Months Ended June 30, | Fluctuation | |||||||||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||||||||||
| JPY | % | JPY | US$ | % | JPY | % | ||||||||||||||||||||||
| Grant income | 12,913,919 | 45.1 | % | 9,399,558 | 65,198 | (83.2 | )% | (3,514,361 | ) | (27.2 | )% | |||||||||||||||||
| Net franchise income collected (returned) | 7,764,628 | 27.1 | % | (19,623,522 | ) | (136,114 | ) | 173.7 | % | (27,388,150 | ) | (352.7 | )% | |||||||||||||||
| Eviction compensation | 5,500,000 | 19.2 | % | - | - | - | (5,500,000 | ) | 100.0 | % | ||||||||||||||||||
| Loss on disposal of subsidiary | (753,900 | ) | (2.6 | )% | - | - | - | 753,900 | (100.0 | )% | ||||||||||||||||||
| Loss on disposal of long-lived assets | - | - | (168,973 | ) | (1,172 | ) | 1.5 | % | (168,973 | ) | 100.0 | % | ||||||||||||||||
| Unrealized (loss) gain on short-term investment | 245,000 | 0.9 | % | (224,000 | ) | (1,554 | ) | 2.0 | % | (469,000 | ) | (191.4 | )% | |||||||||||||||
| Other income, net | 2,933,940 | 10.3 | % | (679,076 | ) | (4,710 | ) | 6.0 | % | (3,613,016 | ) | (123.1 | )% | |||||||||||||||
| Total | 28,603,587 | 100.0 | % | (11,296,013 | ) | (78,352 | ) | 100.0 | % | (39,899,600 | ) | (139.5 | )% | |||||||||||||||
Income tax provisions
Income tax benefit was JPY5.2 million for the six months ended June 30, 2025, as compared to income tax provision of JPY9.3 million for the six months ended June 30, 2024. Our effective tax rate for the six months ended June 30, 2024 and 2025 was 17.9% and 10.6%, respectively. The increase in income tax benefit for the six months ended June 30, 2025 was attributable to an increase in the corporate tax adjustment amount, due to the difference in timing between tax and accounting recognition.
We had no tax obligation arising from other jurisdictions during the six months ended June 30, 2024 and 2025. During the six months ended June 30, 2024 and 2025, we had no material dispute or unresolved tax issues with the relevant tax authorities.
Net Income
We reported net income of JPY53.7 million for the six months ended June 30, 2025, as compared to net income of JPY42.8 million for the six months ended June 30, 2024.
Financial Guidance
Total revenue are expected to be between USD80.2 million and USD82.6 million for the fiscal year ending December 31, 2025, an increase of approximately 11.9% to 15.3% from USD71.6 million for the fiscal year ended December 31, 2024.
Income from operations is projected to be between USD4.0 million and USD4.8 million for the fiscal year ending December 31, 2025, an increase of 11.6% to 34.0% from USD3.6 million for the fiscal year ended December 31, 2024.
7
Exhibit 99.3
© LEIFRAS CO.,LTD. H1 FY2025 Financial Results Presentation Leifras Co., Ltd. (Nasdaq: LFS) ｜ October 2025
© LEIFRAS CO.,LTD. 1 © LEIFRAS CO.,LTD. This presentation contains forward - looking statements that reflect our current expectations and views of future events, all of w hich are subject to risks and uncertainties. Forward - looking statements give our current expectations or forecasts of future events. You can identify thes e statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the u se of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “sh ould,” “could,” “may” or other similar expressions in this presentation. These statements are likely to address our growth strategy, financial results an d product and development programs. You must carefully consider any such statements and should understand that many factors could cause act ual results to differ from our forward - looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and unc ertainties, including some that are known and some that are not. No forward - looking statement can be guaranteed and actual future results may vary mat erially. Factors that could cause actual results to differ from those discussed in the forward - looking statements include, but are not limited to : assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items; ou r a bility to execute our growth, and expansion, including our ability to meet our goals; current and future economic and political conditions; our cap ita l requirements and our ability to raise any additional financing which we may require; our ability to attract customers and further enhance our bran d r ecognition; our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business; trends and co mpe tition in the sports instruction services industry and the social support services industry; and other assumptions described in this presentation und erlying or relating to any forward - looking statements. We describe certain material risks, uncertainties and assumptions that could affect our business, including our financial con dit ion and results of operations, under “Risk Factors” in the Registration Statement on Form F - 1 (File No. 333 - 283712) (the “Registration Statement”), we filed with the U.S. Securities and Exchange Commission (the “SEC”). We base our forward - looking statements on our management’s beliefs and assumptio ns based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may , and are likely to, differ materially from what is expressed, implied or forecast by our forward - looking statements. Accordingly, you should be care ful about relying on any forward - looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward - looking statements after the distribution of this presentation, whether as a result of new information, future events, c hanges in assumptions, or otherwise. The forward - looking statements made in this presentation relate only to events or information as of the date on which the statem ents are made in this presentation. Except as required by law, we undertake no obligation to update or revise publicly any forward - looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of un anticipated events. You should read this presentation, along with the Registration Statement and the documents that are filed as exhibits to the Reg istration Statement, carefully and with the understanding that our actual future results may differ materially from what we currently expect. Forward - Looking Statements
© LEIFRAS CO.,LTD. 2 © LEIFRAS CO.,LTD. 1. Company Overview 2. Business model and Seasonality of Operations 3. School Club Support Business — Market & Revenue Mix 4. H1 FY2025 Highlights 5. H1 FY2025 Results 6. Earnings Forecast 7. Appendix Contents
© LEIFRAS CO.,LTD. 3 © LEIFRAS CO.,LTD. Company Overview Our corporate philosophy is “to change and design sports”. We believe that challenges facing schools, families, administrations, and corporations can be improved and resolved by social contribution and educational guidance through sports. Company Name Leifras Co., Ltd. Date of Incorporation August 28, 2001 Representative Kiyotaka Ito, CEO and Founder Head Office Ebisu Garden Place Tower 20F, 4 - 20 - 3 Ebisu, Shibuya - ku , Tokyo, Japan Number of Employees 3,718 (as of December 2024) Ticker Symbol LFS Corporate Information There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results.
© LEIFRAS CO.,LTD. 4 © LEIFRAS CO.,LTD. Company Overview Sports School Business A Core Business Driving Our Growth – “Sports School Business” Our approach to sports education emphasizes the development of non - cognitive skills, which are crucial for success both inside and outside the sports arena. Following our teaching principle “acknowledge, praise, encourage, and motivate,” our classes integrate non - cognitive skills, such as motivation, teamwork, strategic thinking, and sportsmanship, into our sports curriculum. For instance, our soccer program focuses on developing technical skills, tactical understanding, and teamwork, and our martial arts programs in karate and kendo promote physical fitness and self - discipline. Our holistic approach integrates physical and mental development, setting us apart in the industry. As of June 30, 2025, we were recognized as one of Japan’s largest operators of children’s sports schools in terms of both membership and facilities. As of June 30, 2025, we held our sports classes at more than 4,500 facility locations in Japan nationwide, serving 69,500 members. In 2020, we entered into a joint research agreement Kyushu Sangyo University to develop the “ Milabo ” system, which measures, visualizes, and provides feedback on children’s non - cognitive abilities, helping parents and coaches tailor support for each child’s development. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results. User1
© LEIFRAS CO.,LTD. 5 © LEIFRAS CO.,LTD. Company Overview School Club Support Business A Core Pillar of Our Growth Strategy – “School Club Support Business” Building upon our experience and know - how in sports education, our social business mainly dispatches sports coaches to meet various community needs. Our school club support business provides sports coaching in school club activities and physical education classes and coordinates collaborations between school clubs and private companies. As of June 30, 2025, we supported 349 schools nationwide. In particular, we have entered into agreements with the Nagoya City Board of Education. As of June 30, 2025, we were commissioned for 238 elementary schools. Our growth in contracting schools for outsourced club activities stems from our decade - long expertise in the school sector, establishing us as a pioneering player in school club support business. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results. YC1
© LEIFRAS CO.,LTD. 6 © LEIFRAS CO.,LTD. Company Overview After - School Daycare Service Balancing Social Contribution and Business Growth – “After - School Daycare Service” The after - school daycare service “LEIF” emphasizes the holistic development of children with disabilities or unique developmental characteristics by integrating sports with educational and therapeutic activities. Soccer therapy, in particular, has proven to be an effective tool for improving social and life skills, fostering independence, and enhancing the overall quality of life for children with developmental disabilities. The program also includes activities such as art, music, and drama therapy, ensuring a well - rounded development for the children. These services aim to foster children’s independence and provide group living environments to improve their life skills and social skills. Additionally, we conduct workshops and training sessions for parents, equipping them with the knowledge and skills to better support their children with developmental disabilities. As of December 31,2024, the Company operated 18 locations nationwide and had 1,018 active members. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results.
© LEIFRAS CO.,LTD. 7 © LEIFRAS CO.,LTD. 1. Company Overview 2. Business model and Seasonality of Operations 3. School Club Support Business — Market & Revenue Mix 4. H1 FY2025 Highlights 5. H1 FY2025 Results 6. Earnings Forecast 7. Appendix Contents There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results.
© LEIFRAS CO.,LTD. 8 © LEIFRAS CO.,LTD. Business model Currently, our revenue is primarily generated from two main business segments the “Sports School Business” and the “Social Business”. Sports School Business Social Business ● Service Overview Our approach to sports education emphasizes the development of non - cognitive skills, which are crucial for success both inside and outside the sports arena. Following our teaching principle “acknowledge, praise, encourage, and motivate,” our classes integrate non - cognitive skills, such as motivation, teamwork, strategic thinking, and sportsmanship, into our sports curriculum. ● Revenue Sources ・ Membership fees, including registration fees, monthly membership fees, and annual membership fees ・ Event hosting, including tournaments and camps ● Service Overview Our social business leverages over a decade of the know - how accumulated in the sports school business since our foundation and expanded into adjacent business areas with significant synergies, including: school club support, where we provide sports coaching in school club activities and physical education classes, mainly based on outsourcing contracts commissioned by local governments; LEIF after - school daycare, which supports children with disabilities or developmental characteristics through soccer therapy; and elderly healthcare, where we offer exercise programs for the elderly. ● Revenue Sources ・ Mainly from outsourcing contract fees Business model and Seasonality of Operations There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results.
© LEIFRAS CO.,LTD. 9 © LEIFRAS CO.,LTD. Business model and Seasonality of Operations Seasonality of Operations Seasonality: Our business is subject to seasonal fluctuations. Seasonality in the Sports School Business • The number of members temporarily declines around March, which is the graduation season in Japan. • Membership then increases again from April to June, coinciding with the start of the new school year. • Event - related revenue peaks during Japan’s long school holidays — specifically in March, August, and December to January. Seasonality in the Social Business In the Social Business, cash flow tends to fluctuate seasonally, as payments from certain contracts with government agencies are concentrated around March, which marks the end of Japan’s fiscal year. For more detailed information, please refer to the section “Trend Information” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Registration Statement. Revenue ( in million of JPY) Operating Income (in million of JPY) There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results. 4,227 4,773 5,489 5,077 5,556 6,423 FY2023 FY2024 FY2025 (Second Half:Forecast) First Half Second Half 54 33 68 341 487 629 FY2023 FY2024 FY2025 (Second Half:Forecast) First Half Second Half YC1 YC2 YC3
© LEIFRAS CO.,LTD. 10 © LEIFRAS CO.,LTD. 1. Company Overview 2. Business model and Seasonality of Operations 3. School Club Support Business — Market & Revenue Mix 4. H1 FY2025 Highlights 5. H1 FY2025 Results 6. Earnings Forecast 7. Appendix Contents
© LEIFRAS CO.,LTD. 11 © LEIFRAS CO.,LTD. School Club Support Business — Market & Revenue Mix School Club Support Business — Market 1 There are approximately 9,800 junior high schools across Japan, including both public and private institutions (Source: Government Statistics Portal, URL: https://www.e - stat.go.jp/stat - search/files?page=1&stat_infid=000040309509 ). Policy on Club Activity Reform Promoted by the Japan Sports Agency (Publicly Released Data) From fiscal year 2023 to 2025, the period was designated as a reform promotion period, during which various local governments pr omoted pilot projects. However, from fiscal year 2026 onwards, it will be the "reform implementation period," and the transition from individual sch ool s to regional and private organizations will be fully implemented.. Regarding weekday club activities, we will promote further reforms while addressing various challenges. First, the national g ove rnment will consider feasible activity models and countermeasures for challenges that local governments can implement, while local governments will proceed wi th initiatives tailored to local circumstances. Regarding weekend club activities, including those local governments that have not yet started, the goal is to achieve region al implementation in principle for all school club activities within the reform implementation period. AY 202 ３ AY 2024 AY 2025 AY 2026 AY 2027 AY 2028 AY 2029 AY 2030 AY ２０３１ AY 2032 Promotion Period of the Reform Implementation Period Note: All years indicated refer to the Academic Year （ AY ） . Source: Japan Sports Agency "Executive Meeting on Regional Sports and Cultural Arts Creation and Club Activities Reform" Fina l S ummary Overview ① ( https://www.mext.go.jp/sports/content/20250516 - spt_oripara - 000042507_0101.pdf ) There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results.
© LEIFRAS CO.,LTD. 12 © LEIFRAS CO.,LTD. Number of Public and Private Junior High Schools Nationwide ※ Source: e - Stat (Portal Site of Official Statistics of Japan) （ https://www.e - stat.go.jp/stat - search/files?stat_infid=000040309509 ） • Academic Year 2025: 9,827 school Japan Sports Agency: Policy Direction for Club Activity Reform ※ Source: Japan Sports Agency, Club Activity Reform Portal Site （ https://www.mext.go.jp/sports/b_menu/sports/mcatetop01/list/1372413_00003.htm ） 1. Purpose and Philosophy of the Reform ・ Build a sustainable system that allows children to participate in a wide range of sports and cultural activities within their lo cal communities, not only at schools. ・ Maintain the educational value of club activities while improving teachers’ workloads and coaching environments. 2. Approach to Future Reform ・ Roadmap : The Implementation Period will cover Academic Years 2026 – 2033,with the first half (2026 – 2028) followed by a mid - term review and then the second half (2029 – 2033). ・ Weekend Club Activities: In principle, the goal is to achieve regional transition for all schools within the Implementation Period. In regions where i mme diate transition is difficult, temporary measures such as assigning external club instructors will be applied. ・ Weekday Club Activities : Continue reforms while addressing local challenges in cooperation with national and local governments. 3. Key Government Programs Ⅰ . Regional Transition and Community Club Promotion Project (Budget: ¥1.8 billion) – Provides financial support and advisory assistance to local governments to promote the regional transition of junior high sch ool club activities. ・ Activity Promotion (Subsidies) – Covers club operating costs (e.g., instructor fees), participation support for economically dis advantaged students, and coordination system development (e.g., placement of coordinators) ・ Ongoing Support (Commissioned Services) – Includes consultation desks, advisor dispatch, problem - solving assistance, and prepara tion of safety and quality guidelines. Ⅱ . Placement Support for School Club Activity Instructors (Budget: ¥1.5 billion) Supports the placement of club activity instructors in junior high schools to maintain a stable instructional system until th e r egional transition is completed. Ⅲ . Development of New Community Sports Environments (Budget: ¥0.3 billion) Supports the establishment of comprehensive community sports clubs and promotes the use of private sports facilities and digi tal tools (e.g., matching apps) to improve club operations 4. Cost Sharing ・ A balanced framework will be developed between participant contributions and public funding (national, prefectural, and munic ipa l). ・ Financial assistance will be provided to ensure that economic disparities among households do not lead to unequal access to c lub activities. School Club Support Business — Market & Revenue Mix Supplementary Materials There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results.
© LEIFRAS CO.,LTD. 13 © LEIFRAS CO.,LTD. School Club Support Business — Market & Revenue Mix Social Business Revenue Share Trend Increase of the Social Business (Support for School Sports Club Activities) revenue share Securing a stable market share with long term business partners, in line with market growth 24 ％ 28 ％ Social Business Revenue Share Trend Social Business Revenue Sports School Business Revenue FY 2023 1H FY2025 Revenue Split There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results. Revenue Split
© LEIFRAS CO.,LTD. 14 © LEIFRAS CO.,LTD. 1. Company Overview 2. Business model and Seasonality of Operations 3. School Club Support Business — Market & Revenue Mix 4. H1 FY2025 Highlights 5. H1 FY2025 Results 6. Earnings Forecast 7. Appendix Contents
© LEIFRAS CO.,LTD. 15 © LEIFRAS CO.,LTD. H1 FY2025 Highlights KPI Highlights - H1 FY2025 Net Revenue Number of Sports School Members Revenue per Capita (Sports School Business) Number of Contracted Schools 69,500 members YoY + 6.4 % （ H1 FY2024 ： 65,337 members ） H1 FY2025 USD 42k YoY + 4.2 % （ H1 FY2024 ： USD 41k ） H1 FY2025 349 schools YoY + 48.5 % （ H1 FY2024 ： 235 schools ） H1 FY2025 USD 38,072K YoY + 15.0 % (H1 FY2024 ： USD 33,108K) H1 FY2025 Performance continues to show steady growth, driven by the Sports School Business and the Social Business (Support School Clu b S upport Business and After - school Daycare Service). In the Sports School Business, membership temporarily declined in March 2025 due to graduations, and increased during April – June with the beginning of a new school year. Event hosting revenue also peaked during March, coinciding with school holidays. Although we recognize revenue from our social business when services are delivered, in some contracts with certain government al authorities, our payments are made around the end of March. Income From Operations USD 471K YoY + １０８ . １ % (H1 FY2024 ： USD 226K) H1 FY2025 Net Income USD 373K YoY + ２５ . ６ % (H1 FY2024 ： USD 297K) H1 FY2025 USD figures are based on JPY to USD ¥144.17=$1.00 There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results. YC1
© LEIFRAS CO.,LTD. 16 © LEIFRAS CO.,LTD. 1. Company Overview 2. Business model and Seasonality of Operations 3. School Club Support Business — Market & Revenue Mix 4. H1 FY2025 Highlights 5. H1 FY2025 Results 6. Earnings Forecast 7. Appendix Contents
© LEIFRAS CO.,LTD. 17 © LEIFRAS CO.,LTD. H1 FY2025 Results Growth in membership of the Sports School Business and an increase in the number of contracted schools in the Social Business dr ove overall performance Despite higher expenses associated with business expansion, income from operations doubled year - on - year UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME YoY % change YoY change H1 FY2025 H1 FY2024 (in thousands of USD) 15.0% 4,964 38,072 33,108 NET REVENUE 14.6% - 3,576 - 28,076 - 24,500 Cost of revenue 16.1% 1,388 9,996 8,608 GROSS PROFIT 13.6% - 1,143 - 9,525 - 8,382 Selling, general, and administrative expenses 108.1% 245 471 226 INCOME FROM OPERATIONS - 6.8% - 24 337 361 INCOME BEFORE INCOME TAX PROVISION 25.6% 76 373 297 NET INCOME Summary USD figures are based on JPY to USD ¥144.17=$1.00 There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results.
© LEIFRAS CO.,LTD. 18 © LEIFRAS CO.,LTD. Sports School Business Social Business Segment Results Stable growth driven by increases in membership and event participation Revenue USD 27M (YoY % change + 8.5 %) Revenue USD 11M (YoY % change + 35.4 %) Sustained high growth through an increase in the number of contracted schools Growth in the number of contracted schools The addition of 114 contracted schools contributed approximately $2.5 million to our revenue. Growth in after - school daycare services Revenue from this service increased by approximately $0.3 million. Membership growth Membership increased by 4,163, which drove revenue growth of approximately $1.6 million. Solid growth in the event business The increase of 5,850 event participants contributed approximately $0.5 million to our revenue. Factors Factors Revenue Growth There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results. SS1
© LEIFRAS CO.,LTD. 19 © LEIFRAS CO.,LTD. 1. Company Overview 2. Business model and Seasonality of Operations 3. School Club Support Business — Market & Revenue Mix 4. H1 FY2025 Highlights 5. H1 FY2025 Results 6. Earnings Forecast 7. Appendix Contents
© LEIFRAS CO.,LTD. 20 © LEIFRAS CO.,LTD. Earnings Forecast Net sales are expected to be between USD 80.2 million and USD 82.6 million, representing a year - on - year growth of approximately 11.9% to 15.3% compared to the full year of FY2024. Operating profit is projected to range between USD 4.0 million to USD 4.8 million, compared with USD 3.6 million recorded for th e full year of FY2024. These projections are based on the assumption that no business acquisitions, restructuring, or legal settlements will take pl ace during the period. USD figures are based on JPY to USD ¥144.17=$1.00 Full Year 2025 Guidance FY2023 – FY2024 Comparison FY2024 – FY2025 Comparison YoY % change YoY change FY2025 Guidance FY2024 Result YoY % change YoY change FY2024 Result FY2023 Result (in thousand of USD) 15.3% 10,972 82,621 71,649 11.0% 7,114 71,649 64,535 Net Revenue - - - 11.9% 8,548 80,197 34.0% 1,226 4,831 3,605 31.4% 861 3,605 2,744 Income From Operations - - - 11.6% 418 4,023 There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results. 16.0% 0.8% 5.8% 5.0% 16.3% 0.7% 5.0% 4.3% Operating Profit Margin - - - 0.0% 0.0% 5.0% SS1 SS2 SS3
© LEIFRAS CO.,LTD. 21 © LEIFRAS CO.,LTD. 1. Company Overview 2. Business model and Seasonality of Operations 3. School Club Support Business — Market & Revenue Mix 4. H1 FY2025 Highlights 5. H1 FY2025 Results 6. Earnings Forecast 7. Appendix Contents
© LEIFRAS CO.,LTD. 22 © LEIFRAS CO.,LTD. Total Assets Growth: Total Assets increased by USD 1.6 million, primarily due to a rise in non - current assets, with the signific ant growth in non - current assets mainly driven by investments related to the office relocation. Strong Equity Position: Total Stockholders' Equity saw a substantial increase of USD 0.4 million , primarily due to the recog nit ion of net Income during the first six months of 2025. This indicates an improvement in the company's financial stability and accumulated earnings. UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS 増減率 増減額 2025 / 6 期 Q ２ 202 ４ / 6 期 Q ２ （百万円） 15.0% 716 5,489 4,773 売上高 14.6% - 516 - 4,048 - 3,532 売上原価 16.1% 200 1,441 1,241 売上総利益 13.7% - 165 - 1,373 - 1,208 販売費及び一般管理費 106.1% 35 68 33 営業利益 - 5.8% - 3 49 52 税引前利益 25.6% 11 54 43 当期純利益 Summary Period to Period % change Period to Period change 06/30/2025 12/31/2024 (in thousands of USD) - 3.9% - 904 22,007 22,911 TOTAL CURRENT ASSETS 30.6% 2,533 10,805 8,272 TOTAL NON - CURRENT ASSETS 5.2% 1,629 32,812 31,183 TOTAL ASSETS 2.9% 570 20,347 19,777 TOTAL CURRENT LIABILITIES 16.4% 687 4,873 4,186 TOTAL NON - CURRENT LIABILITIES 5.2% 1,257 25,220 23,963 TOTAL LIABILITIES 5.2% 372 7,592 7,220 TOTAL SHAREHOLDERS’ EQUITY 5.2% 1,629 32,812 31,183 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY Appendix USD figures are based on JPY to USD ¥144.17=$1.00 There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results.
© LEIFRAS CO.,LTD. 23 © LEIFRAS CO.,LTD. Operating cash flow: Positive, led by net income & contract liabilities Investing cash flow : Outflows from acquisition of property, plant & equipment Financing cash flow : Outflows from repayment of borrowings & bonds UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Appendix H1 FY2025 H1 FY2024 (in thousands of USD) 2,169 - 1,473 Net cash provided by (used in) operating activities - 327 - 307 Net cash used in investing activities - 2,123 - 247 Net cash used in financing activities - 281 - 2,027 Net decrease in cash 17,327 16,904 Cash at the end of the period Summary USD figures are based on JPY to USD ¥144.17=$1.00 There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a ris k o f loss. Past performance is not indicative of future results.
© LEIFRAS CO.,LTD. 24 © LEIFRAS CO.,LTD. Contact Us LEIFRAS Co., Ltd. Investor Relations Department Email: IR@leifras.co.jp
Exhibit 99.4
LEIFRAS Co., Ltd. Reports Financial Results of Six Months Ended June 30, 2025
Tokyo, Japan, October 30, 2025 – LEIFRAS Co., Ltd. (Nasdaq: LFS) (the “Company” or “Leifras”), a sports and social business company dedicated to youth sports and community engagement, today announced its unaudited financial results for the six months ended June 30, 2025.
Financial Highlights of the Six Months Ended June 30, 2025
| ● | Revenue was JPY5.5 billion ($38.1 million) for the six months ended June 30, 2025, an increase of 15.0% from JPY4.8 billion for the same period last year. |
| ● | Gross profit was JPY1.4 billion ($10.0 million) for the six months ended June 30, 2025, an increase of 16.1% from JPY1.2 billion for the same period last year. |
| ● | Gross margin was 26.3% for the six months ended June 30, 2025, increased from 26.0% for the same period last year. |
| ● | Net income was JPY53.7 million ($0.4 million) for the six months ended June 30, 2025, an increase of 25.6% from JPY42.8 million for the same period last year. |
| ● | Basic and diluted earnings per share was JPY2.2 ($0.01) for the six months ended June 30, 2025, compared to basic earnings per share of JPY1.7 and diluted earnings per share of JPY1.5 for the same period last year. |
Operational Highlights of the Six Months Ended June 30, 2025
| ● | Number of members in the sports school business was 69,500 for the six months ended June 30, 2025, an increase of 6.4% from 65,337 for the same period last year. |
| ● | Average membership duration in the sports school business was 1.9 years for the six months ended June 30, 2025, an increase of 2.2% from 1.8 years for the same period last year. |
| ● | Revenue per capita in the sport school business, which we define as the sales revenue of the sports school business divided by the number of employees involved in that business, was JPY6.1 million ($42,433) for the six months ended June 30, 2025, an increase of 4.2% from JPY5.9 million for the same period last year. |
| ● | Number of schools served under the social business segment was 349 for the six months ended June 30, 2025, an increase of 48.5% from 235 for the same period last year. |
| ● | Revenue per capita in the social business, which we define as the sales revenue of the social business divided by the number of employees involved in that business, was JPY5.1 million ($35,121) for the six months ended June 30, 2025, an increase of 21.7% from JPY4.2 million for the same period last year. |
Mr. Kiyotaka Ito, the Representative Director and Chief Executive Officer of Leifras, commented, “We are pleased to share strong results for the first half of fiscal year 2025, with revenue increasing 15.0%, gross profit rising 16.1%, and net income growing 25.6% year over year. These results reflect both growth in our sports school business, where membership and event participation continued to increase, and momentum in our social business, which saw a 48.5% increase in the number of schools served from the same period last year. Notably, revenue per capita in our social business rose 21.7% year over year, highlighting the growing value and impact of our community-based services.
“In October 2025, we achieved an important milestone with Leifras’ successful initial public offering on Nasdaq. This achievement would not have been possible without the unwavering support of so many: the children and families who use our services, the shareholders who share our vision, the business partners who advance our mission, and the dedicated instructors across Japan whose passion drives our work each day. I offer my heartfelt gratitude to everyone who has been part of this journey.”
Mr. Ito continued, “At Leifras, we believe in the power of sports to transcend language and borders and to enrich lives and communities. Looking ahead, we are dedicated to continuing to build on the momentum by advancing youth sports education, broadening our social initiatives, and driving operational efficiency to create sustainable, long-term value for our shareholders and the communities we serve.”
Financial Results of the Six Months Ended June 30, 2025
Revenue
Total revenue was JPY5.5 billion ($38.1 million) for the six months ended June 30, 2025, an increase of 15.0% from JPY4.8 billion for the same period last year.
Sports school business revenue was JPY3.9 billion ($27.3 million) for the six months ended June 30, 2025, an increase of 8.5% from JPY3.6 billion for the same period last year. The increase in revenue was mostly driven by: (i) an increase in the number of members by 4,163, from 65,337 as of June 30, 2024 to 69,500 as of June 30, 2025, resulting in an increase in revenue of JPY229.1 million ($1.6 million) and (ii) an increase in the number of customers who joined events hosted by the Company from 84,651 for the six months ended June 30, 2024 to 90,501 for the six months ended June 30, 2025, leading to an increase in the sports school business revenue by JPY74.8 million ($0.5 million).
Social business revenue was JPY1.6 billion ($10.8 million) for the six months ended June 30, 2025, an increase of 35.4% from JPY1.1 billion for the same period last year. The increase in revenue was mostly driven by: (i) an increase in the number of schools by 114, from 235 as of June 30, 2024 to 349 as of June 30, 2025, resulting in an increase in revenue of JPY356.2 million ($2.5 million), and (ii) an increase in after-school daycare service revenue by JPY37.4 million ($0.3 million).
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Cost of Revenue
Cost of revenue was JPY4.0 billion ($28.1 million) for the six months ended June 30, 2025, an increase of 14.6% from JPY3.5 billion for the same period last year.
Gross Profit
Gross profit was JPY1.4 billion ($10.0 million) for the six months ended June 30, 2025, an increase of 16.1% from JPY1.2 billion for the same period last year.
Gross margin was 26.3% for the six months ended June 30, 2025, increased from 26.0% for the same period last year.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses were JPY1.4 billion ($9.5 million) for the six months ended June 30, 2025, an increase of 13.6% from JPY1.2 billion for the same period last year. The increase was attributed to (i) the increase in salaries and welfare expenses of JPY69.8 million ($0.5 million) due to business expansion as well as an increase in headquarters personnel in preparation for our initial public offering (“IPO”), (ii) the increase in promotion fees of JPY10.7 million ($0.07 million) due to business expansion, (iii) the increase in office rental fees of JPY12.6 million ($0.09 million) due to business expansion, (iv) the increase in system maintenance fee expenses of JPY13.9 million ($0.10 million) incurred due to the increase in the number of employees, and (v) the increase in recruitment fees of JPY33.4 million ($0.2 million) due to business expansion as well as an increase in headquarters personnel in preparation for our IPO.
Other Income (Expenses)
Other expenses were JPY11.3 million ($0.08 million) for the six months ended June 30, 2025, a decrease of 139.5% from other income of JPY28.6 million for the same period last year. The decrease was attributed to: (i) net franchise income collected (returned) of JPY27.4 million ($0.2 million), which was the payments refunded to the franchisees in connection with the transfer of certain business rights, (ii) an eviction compensation of JPY5.5 million ($0.04 million) received in connection with the vacating of a leased building.
Net Income
Net income was JPY53.7 million ($0.4 million) for the six months ended June 30, 2025, an increase of 25.6% from JPY42.8 million for the same period last year.
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Basic and Diluted Earnings per Share
Basic earnings per share was JPY2.2 ($0.01) for the six months ended June 30, 2025, compared to JPY1.7 for the same period last year.
Diluted earnings per share was JPY2.2 ($0.01) for the six months ended June 30, 2025, compared to JPY1.5 for the same period last year.
Financial Condition
As of June 30, 2025, the Company had cash of JPY2.5 billion ($17.3 million), compared to JPY2.5 billion as of December 31, 2024.
Net cash provided by operating activities was JPY312.8 million ($2.2 million) for the six months ended June 30, 2025, compared to net cash used in operating activities of JPY212.3 million for the same period last year.
Net cash used in investing activities was JPY47.2 million ($0.3 million) for the six months ended June 30, 2025, compared to JPY44.2 million for the same period last year.
Net cash used in financing activities was JPY306.1 million ($2.1 million) for the six months ended June 30, 2025, compared to JPY35.7 million for the same period last year.
Recent Development
The Company consummated its IPO on October 10, 2025, in which it issued and sold 1,250,000 American Depositary Shares (“ADSs”) at a price of $4.00 per ADS, resulting in gross proceeds of approximately JPY720.9 million ($5.0 million) and net proceeds of approximately JPY673.5 million ($4.7 million) after deducting the underwriting discount of approximately JPY47.4 million ($0.3 million).
Financial Guidance
The Company expects total revenue to be between $80.2 million and $82.6 million for the fiscal year ending December 31, 2025, an increase of approximately 11.9% to 15.3% from $71.6 million for the fiscal year ended December 31, 2024.
Income from operations is projected to be between $4.0 million and $4.8 million for the fiscal year ending December 31, 2025, an increase of 11.6% to 34.0% from $3.6 million for the fiscal year ended December 31, 2024.
These projections are based on the assumption that no business acquisitions, restructuring activities, or legal settlements will take place during the period.
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Exchange Rate Information
This announcement contains translations of certain Japanese Yen (“JPY”) amounts into U.S. dollars (“USD,” or “$”) for the convenience of the reader. Translations of amounts from JPY into USD have been made at the exchange rate of JPY144.17 = $1.00, the exchange rate on June 30, 2025 set forth in the H.10 statistical release of the United States Federal Reserve Board on July 7, 2025.
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, 2024, 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 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.
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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
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LEIFRAS CO., LTD. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, | June 30, | June 30, | ||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| JPY | JPY | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash | 2,538,554,638 | 2,498,098,518 | 17,327,450 | |||||||||
| Accounts receivable, net | 518,398,551 | 487,639,054 | 3,382,389 | |||||||||
| Short-term investments | 4,935,000 | 4,711,000 | 32,677 | |||||||||
| Inventories, net | 24,468,188 | 23,298,191 | 161,602 | |||||||||
| Prepaid expenses | 182,278,232 | 116,165,484 | 805,754 | |||||||||
| Other current assets | 34,381,843 | 42,803,587 | 296,897 | |||||||||
| TOTAL CURRENT ASSETS | 3,303,016,452 | 3,172,715,834 | 22,006,769 | |||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Property and equipment, net | 53,805,279 | 101,588,668 | 704,645 | |||||||||
| Finance lease right-of-use assets | 208,611,550 | 239,787,178 | 1,663,225 | |||||||||
| Operating lease right-of-use assets | 337,330,750 | 529,227,650 | 3,670,858 | |||||||||
| Intangible assets, net | 39,250,078 | 31,471,323 | 218,293 | |||||||||
| Goodwill | 27,999,994 | 27,999,994 | 194,215 | |||||||||
| Deferred tax assets, net | 214,671,578 | 222,612,673 | 1,544,098 | |||||||||
| Deferred initial public offering (“IPO”) costs | 157,482,065 | 243,714,152 | 1,690,464 | |||||||||
| Long-term deposits | 150,407,276 | 150,527,126 | 1,044,095 | |||||||||
| Other non-current assets | 3,090,205 | 10,818,502 | 75,040 | |||||||||
| TOTAL NON-CURRENT ASSETS | 1,192,648,775 | 1,557,747,266 | 10,804,933 | |||||||||
| TOTAL ASSETS | 4,495,665,227 | 4,730,463,100 | 32,811,702 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Short-term loans | 700,000,000 | 700,000,000 | 4,855,379 | |||||||||
| Current portion of long-term loans | 230,785,000 | 169,248,000 | 1,173,947 | |||||||||
| Bond payable, current | 40,000,000 | 40,000,000 | 277,450 | |||||||||
| Accounts payable | 168,281,568 | 147,601,943 | 1,023,805 | |||||||||
| Accrued liabilities | 1,109,740,581 | 1,157,505,640 | 8,028,757 | |||||||||
| Income tax payable | 75,374,800 | 2,592,200 | 17,980 | |||||||||
| Contract liabilities, current | 147,628,310 | 362,794,883 | 2,516,438 | |||||||||
| Amount due to a director | 1,000,000 | - | - | |||||||||
| Finance lease liabilities, current | 71,681,545 | 83,509,650 | 579,244 | |||||||||
| Operating lease liabilities, current | 110,889,134 | 127,649,484 | 885,409 | |||||||||
| Other current liabilities | 195,952,191 | 142,558,262 | 988,821 | |||||||||
| TOTAL CURRENT LIABILITIES | 2,851,333,129 | 2,933,460,062 | 20,347,230 | |||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Long-term loans, net of current portion | 175,452,000 | 80,884,000 | 561,032 | |||||||||
| Bond payable, non-current | 56,807,020 | 37,491,230 | 260,049 | |||||||||
| Contract liabilities, non-current | 10,615,635 | 13,393,896 | 92,903 | |||||||||
| Finance lease liabilities, non-current | 140,333,247 | 154,402,355 | 1,070,974 | |||||||||
| Operating lease liabilities, non-current | 207,353,977 | 385,702,563 | 2,675,332 | |||||||||
| Assets retirement obligations | 12,914,758 | 30,567,335 | 212,023 | |||||||||
| TOTAL NON-CURRENT LIABILITIES | 603,476,637 | 702,441,379 | 4,872,313 | |||||||||
| TOTAL LIABILITIES | 3,454,809,766 | 3,635,901,441 | 25,219,543 | |||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Ordinary shares | 80,500,000 | 80,500,000 | 558,369 | |||||||||
| Additional paid-in capital | 748,840,080 | 748,840,080 | 5,194,146 | |||||||||
| Treasury shares | (100,012,265 | ) | (100,012,265 | ) | (693,711 | ) | ||||||
| Retained earnings | 311,527,646 | 365,233,844 | 2,533,355 | |||||||||
| TOTAL SHAREHOLDERS’ EQUITY | 1,040,855,461 | 1,094,561,659 | 7,592,159 | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 4,495,665,227 | 4,730,463,100 | 32,811,702 | |||||||||
7
LEIFRAS CO., LTD. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| For the six months ended June 30 |
||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| JPY | JPY | US$ | ||||||||||
| NET REVENUE | 4,773,202,759 | 5,488,810,821 | 38,071,796 | |||||||||
| Cost of revenue | (3,532,146,670 | ) | (4,047,686,339 | ) | (28,075,788 | ) | ||||||
| GROSS PROFIT | 1,241,056,089 | 1,441,124,482 | 9,996,008 | |||||||||
| Selling, general, and administrative expenses | (1,208,412,234 | ) | (1,373,195,238 | ) | (9,524,833 | ) | ||||||
| INCOME FROM OPERATIONS | 32,643,855 | 67,929,244 | 471,175 | |||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Interest income | 26,102 | 1,299,080 | 9,011 | |||||||||
| Interest expense | (9,169,968 | ) | (9,378,973 | ) | (65,055 | ) | ||||||
| Grant income | 12,913,919 | 9,399,558 | 65,198 | |||||||||
| Unrealized (loss) gain on short-term investment | 245,000 | (224,000 | ) | (1,554 | ) | |||||||
| Loss on disposal of long-lived assets | - | (168,973 | ) | (1,172 | ) | |||||||
| Loss on disposal of a subsidiary | (753,900 | ) | - | - | ||||||||
| Other income (expense), net | 16,198,568 | (20,302,598 | ) | (140,824 | ) | |||||||
| Total other income, net | 19,459,721 | (19,375,906 | ) | (134,396 | ) | |||||||
| INCOME BEFORE INCOME TAX PROVISION | 52,103,576 | 48,553,338 | 336,779 | |||||||||
| PROVISION FOR INCOME TAXES | ||||||||||||
| Current | (3,922,389 | ) | (2,788,235 | ) | (19,340 | ) | ||||||
| Deferred | (5,405,355 | ) | 7,941,095 | 55,081 | ||||||||
| Total provision for income taxes | (9,327,744 | ) | 5,152,860 | 35,741 | ||||||||
| NET INCOME | 42,775,832 | 53,706,198 | 372,520 | |||||||||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | ||||||||||||
| Basic | 24,910,660 | 24,910,619 | 24,910,619 | |||||||||
| Diluted | 28,115,922 | 24,913,619 | 24,913,619 | |||||||||
| EARNINGS PER SHARE | ||||||||||||
| Basic | 1.72 | 2.16 | 0.01 | |||||||||
| Diluted | 1.52 | 2.16 | 0.01 | |||||||||
8
LEIFRAS CO., LTD. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six months ended June 30, |
||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| JPY | JPY | US$ | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net income | 42,775,832 | 53,706,198 | 372,520 | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||
| Depreciation and amortization expense | 60,244,494 | 66,679,088 | 462,503 | |||||||||
| Loss on disposal of a subsidiary | 753,900 | - | - | |||||||||
| Reversal of (provision for) expected credit loss | (1,089,375 | ) | 5,788,690 | 40,152 | ||||||||
| Loss on disposal of property and equipment | - | 168,973 | 1,172 | |||||||||
| Provision for inventory impairment | - | 719,481 | 4,991 | |||||||||
| Unrealized loss (gain) on short-term investment | (245,000 | ) | 224,000 | 1,554 | ||||||||
| Other non-cash expenses | 1,846,026 | 215,875 | 1,497 | |||||||||
| Deferred tax expense | 5,405,355 | (7,941,095 | ) | (55,081 | ) | |||||||
| Changes in operating assets and liabilities | ||||||||||||
| Accounts receivable, net | 36,039,016 | 24,970,807 | 173,204 | |||||||||
| Inventories | 1,140,810 | 450,516 | 3,125 | |||||||||
| Prepaid expenses | (30,483,735 | ) | 65,923,967 | 457,265 | ||||||||
| Long-term deposits | (8,058,565 | ) | (119,850 | ) | (831 | ) | ||||||
| Amount due from a director | 33,577,065 | - | - | |||||||||
| Other current assets | (848,651 | ) | (8,421,744 | ) | (58,416 | ) | ||||||
| Other non-current assets | (11,654,487 | ) | (7,728,297 | ) | (53,606 | ) | ||||||
| Accounts payable | (93,111,459 | ) | (20,679,625 | ) | (143,439 | ) | ||||||
| Accrued liabilities | (271,113,027 | ) | 47,765,059 | 331,311 | ||||||||
| Contract liabilities | 214,872,458 | 217,944,834 | 1,511,721 | |||||||||
| Operating lease liabilities | (21,505 | ) | 3,212,036 | 22,280 | ||||||||
| Income tax payable | (153,014,746 | ) | (72,782,600 | ) | (504,839 | ) | ||||||
| Amount due to a director | - | (1,000,000 | ) | (6,936 | ) | |||||||
| Other current liabilities | (39,335,511 | ) | (56,292,856 | ) | (390,462 | ) | ||||||
| Net cash (used in) provided by operating activities | (212,321,105 | ) | 312,803,457 | 2,169,685 | ||||||||
| Cash flows from investing activities | ||||||||||||
| Cash outflow due to reduction in consolidated entities | (17,257,489 | ) | - | - | ||||||||
| Purchase of property and equipment | (11,322,540 | ) | (42,125,175 | ) | (292,191 | ) | ||||||
| Purchase of intangible assets | (15,621,500 | ) | (5,045,000 | ) | (34,994 | ) | ||||||
| Net cash used in investing activities | (44,201,529 | ) | (47,170,175 | ) | (327,185 | ) | ||||||
| Cash flows from financing activities | ||||||||||||
| Payment of finance lease liabilities | (27,097,591 | ) | (43,752,315 | ) | (303,477 | ) | ||||||
| Proceeds from bank loans | 250,000,000 | - | - | |||||||||
| Repayment of bank loans | (177,355,000 | ) | (156,105,000 | ) | (1,082,784 | ) | ||||||
| Repayment of bond payable | (20,000,000 | ) | (20,000,000 | ) | (138,725 | ) | ||||||
| Payment of deferred IPO costs | (61,211,064 | ) | (86,232,087 | ) | (598,128 | ) | ||||||
| Net cash used in financing activities | (35,663,655 | ) | (306,089,402 | ) | (2,123,114 | ) | ||||||
| Net decrease in cash | (292,186,289 | ) | (40,456,120 | ) | (280,614 | ) | ||||||
| Cash at the beginning of period | 2,729,282,346 | 2,538,554,638 | 17,608,064 | |||||||||
| Cash at the end of the period end | 2,437,096,057 | 2,498,098,518 | 17,327,450 | |||||||||
| Supplementary cash flow information | ||||||||||||
| Cash paid for income taxes | 156,721,835 | 75,570,835 | 524,179 | |||||||||
| Cash paid for interest expenses | 7,323,942 | 8,637,073 | 59,909 | |||||||||
9