Lead Real Estate Co., Ltd F-1/A, filed Aug 22, 2023
Lead Real Estate Co., Ltd (LRE)
F-1/A
2023-08-22
View Original
Added on
October 18, 2026
As filed with the U.S. Securities and Exchange Commission on August 22, 2023
Registration No. 333-266762
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 11 TO
FORM F-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE SECURITIES ACT OF 1933
Kabushiki Kaisha Lead Real Estate
(Exact name of registrant as specified in its charter)
Lead Real Estate Co., Ltd
(Translation of Registrant’s name into English)
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Japan
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1531
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Not Applicable
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
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6F, MFPR Shibuya Nanpeidai Building 16-11
Nampeidai-cho, Shibuya-ku
Tokyo, 150-0036, Japan
+81 03-5784-5127
Nampeidai-cho, Shibuya-ku
Tokyo, 150-0036, Japan
+81 03-5784-5127
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Lead Real Estate Global Co., Ltd.
6860 North Dallas Pkwy, Suite 200
Plano, TX 75024
972-381-2754
6860 North Dallas Pkwy, Suite 200
Plano, TX 75024
972-381-2754
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a Copy to:
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Ying Li, Esq.
Guillaume de Sampigny, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 212-530-2206 |
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Mitchell S. Nussbaum, Esq.
Tahra T. Wright, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 212-407-4000 |
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Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
Lead Real Estate Co., Ltd is filing this Amendment No. 11 (this “Amendment No. 11”) to the Registration Statement on Form F-1 (Registration No. 333-266762), originally filed on August 11, 2022 (the “Registration Statement”), as an exhibit-only filing solely to file a request for waiver and representation under Item 8.A.4 of Form 20-F as Exhibit 99.2. Accordingly, this Amendment No. 11 consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement, and the exhibit being filed, and is not intended to amend or delete any part of the Registration Statement except as specifically noted herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 330 of the Companies Act makes the provisions of Part III, Chapter 2, Section 10 of the Civil Code of Japan applicable to the relationship between us and our directors. Section 10 of the Civil Code, among other things, provides in effect that:
(1)
Any director of a company may demand advance payment of expenses which are considered necessary for the management of the affairs of such company entrusted to him;
(2)
If a director of a company has defrayed any expenses which are considered necessary for the management of the affairs of such company entrusted to him, he may demand reimbursement therefor and interest thereon after the date of payment from such company;
(3)
If a director has assumed an obligation necessary for the management of the affairs of a company entrusted to him, he may require such company to perform it in his place or, if it is not due, to furnish adequate security; and
(4)
If a director, without any fault on his part, sustains damage through the management of the affairs of a company entrusted to him, he may demand compensation therefor from such company.
Pursuant to Article 427, paragraph 1 of the Companies Act and our articles of incorporation, we may enter into an agreement with each of our non-executive directors providing that such director’s liability for damages to us shall be limited to the higher of either the amount we have determined in advance (which shall be not less than JPY1 million) or the amount prescribed by applicable laws and regulations, provided that such director has acted in good faith and without gross negligence.
Further, pursuant to Article 426, paragraph 1 of the Companies Act and our articles of incorporation, we may, by resolution of the board of directors, release any of our directors from liability for damages to us, provided that such director has acted in good faith and without gross negligence to the extent permitted by applicable laws and regulations.
The form of underwriting agreement filed as Exhibit 1.1 to this registration statement also provides for indemnification of us and our officers and directors.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, we have issued the following securities which were not registered under the Securities Act of 1933, as amended (the “Securities Act”). We believe that each of the following issuance was exempt from registration under the Securities Act in reliance on Regulation D under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
On March 29, 2021, 1,250 Ordinary Shares were issued to Mr. Eiji Nagahara for an aggregate consideration of JPY100,000,000.
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
See Exhibit Index beginning on page II-3 of this registration statement.
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.
II-2
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-3
EXHIBIT INDEX
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Description
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| 1.1** | | | | |
| 3.1** | | | | |
| 4.1** | | | | |
| 4.2** | | | | |
| 5.1** | | | | |
| 10.1** | | | | |
| 10.2** | | | | |
| 10.3** | | | | |
| 10.4** | | | | |
| 21.1** | | | | |
| 23.1** | | | | |
| 23.2** | | | | |
| 24.1** | | | | |
| 99.1** | | | | |
| 99.2* | | | | |
| 107** | | | |
*
Filed herewith
**
Previously filed
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tokyo, Japan, on August 22, 2023.
Lead Real Estate Co., Ltd
By:
/s/ Eiji Nagahara
Eiji Nagahara
President, Chief Executive Officer,
Representative Director, and Director (Principal Executive Officer)
President, Chief Executive Officer,
Representative Director, and Director (Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Eiji Nagahara
Name: Eiji Nagahara
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President, Chief Executive Officer, and Representative Director and Director
(Principal Executive Officer) |
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August 22, 2023
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/s/ Daisuke Takahashi
Name: Daisuke Takahashi
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Chief Financial Officer
(Principal Accounting and Financial Officer) |
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August 22, 2023
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*
Name: Takashi Nihei
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| | Director | | |
August 22, 2023
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*
Name: Hidekazu Hamagishi
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| | Director | | |
August 22, 2023
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*
Name: Masahiro Maki
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| | Director | | |
August 22, 2023
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| | *By: | | |
/s/ Eiji Nagahara
Name:
Eiji Nagahara
Attorney-in-fact
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II-5
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in Plano, TX on August 22, 2023.
Lead Real Estate Global Co., Ltd.
Authorized U.S. Representative
Authorized U.S. Representative
By:
/s/ Darien Brown
Name: Darien Brown
Title: Director
Title: Director
II-6
Exhibit 99.2
August 22, 2023
Via EDGAR
Division of Corporation Finance Office of
Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attention:
Jeffrey Gabor
Ameen Hamady
Wilson Lee
Ruairi Regan
Ameen Hamady
Wilson Lee
Ruairi Regan
Re:
Lead Real Estate Co., Ltd
Amendment No. 11 to Registration Statement on Form F-1
File No. 333-266762
Request for Waiver and Representation under Item 8.A.4 of Form 20-F
Amendment No. 11 to Registration Statement on Form F-1
File No. 333-266762
Request for Waiver and Representation under Item 8.A.4 of Form 20-F
Ladies and Gentlemen:
The undersigned, Lead Real Estate Co., Ltd, a foreign private issuer organized under the laws of Japan (the “Company”), is submitting this letter to the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Company’s registration statement on Form F-1, as amended, initially filed on August 11, 2022 (the “Registration Statement”) relating to a proposed initial public offering and listing of the Company’s American Depositary Shares in the United States.
The Company has included in the Registration Statement its audited consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States, as of June 30, 2022 and 2021, and for each of the two fiscal years ended June 30, 2022 and 2021, and unaudited interim consolidated financial statements as of December 31, 2022, and for each of the six-month periods ended December 31, 2022 and 2021.
The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.
The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission at Section III.B.c, in which the staff notes that:
“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”
In connection with this waiver request, the Company represents to the Commission that:
1.
The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period.
2.
Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.
3.
The Company does not anticipate that its audited financial statements for the fiscal year ended June 30, 2023 will be available until October 2023.
4.
In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.
The Company will file this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
Sincerely,
/s/ Eiji Nagahara
Eiji Nagahara, President and Chief Executive Officer