Lead Real Estate Co., Ltd F-1/A, filed Mar 3, 2023
Lead Real Estate Co., Ltd (LRE)
F-1/A
2023-03-03
View Original
Added on
October 18, 2026
As filed with the U.S. Securities and Exchange Commission on March 3, 2023
Registration No. 333-266762
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7
TO
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. 7 (this “Amendment No. 7”) 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 an updated consent of BF Borgers CPA PC as Exhibit 23.1. Accordingly, this Amendment No. 7 consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the exhibit being filed with this Amendment No. 7. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
Exhibits
See Exhibit Index beginning on page II-1 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.
EXHIBIT INDEX
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Description
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| 1.1** | | | | |
| 3.1** | | | | |
| 4.1** | | | Form of American Depositary Receipt (included in Exhibit 4.2) | |
| 4.2** | | | Form of Deposit Agreement among the Registrant, The Bank of New York Mellon, as depositary, and the owners and holders of ADSs issued thereunder | |
| 5.1** | | | Opinion of Anderson Mori & Tomotsune regarding the validity of Ordinary Shares being registered | |
| 10.1** | | | | |
| 10.2** | | | English Translation of Form of Construction Contract | |
| 10.3** | | | | |
| 10.4** | | | English Translation of Form of Exclusive Intermediary Contract | |
| 21.1** | | | | |
| 23.1* | | | | |
| 23.2** | | | | |
| 24.1** | | | Powers of Attorney (included on signature page) | |
| 99.1** | | | | |
| 107** | | | |
*
Filed herewith
**
Previously filed
II-1
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 March 3, 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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March 3, 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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March 3, 2023
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*
Name: Takashi Nihei
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| | Director | | |
March 3, 2023
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*
Name: Hidekazu Hamagishi
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| | Director | | |
March 3, 2023
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*
Name: Masahiro Maki
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| | Director | | |
March 3, 2023
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*By:
/s/ Eiji Nagahara
Name:
Eiji Nagahara
Attorney-in-fact
Attorney-in-fact
II-2
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 March 3, 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-3
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Registration Statement on Form F-1-A7 of our report dated January 4, 2023 relating to the financial statements of Lead Real Estate Co., Ltd as of June 30, 2022 and 2021 and to all references to our firm included in this Registration Statement.
/s/ BF Borgers CPA PC
Certified Public Accountants
Lakewood, CO
March 3, 2023