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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-41181
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Tokyo Lifestyle Co., Ltd.
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Harumi Building, 2-5-9 Kotobashi,
Sumida-ku, Tokyo, 130-0022
Japan
(Address of Principal Executive Office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Convocation of Extraordinary General Meeting of Shareholders of Tokyo Lifestyle Co., Ltd.
In accordance with the rules and regulations of the Japanese Companies Act, Tokyo Lifestyle Co., Ltd. has sent a notice and accompanying information, including proxy instructions, to all holders of its ordinary shares and American Depositary Shares with respect to its Extraordinary General Meeting of Shareholders to be held in Tokyo, Japan on March 14, 2025. A complete copy of the notice and the form of proxy card are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
Exhibit 99.1 and Exhibit 99.2 furnished hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
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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.
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Tokyo Lifestyle Co., Ltd. |
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Date: March 10, 2025 |
By: |
/s/ Mei Kanayama |
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Name: |
Mei Kanayama |
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Title: |
Representative Director and Director (Principal Executive Officer) |
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EXHIBIT INDEX
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Exhibit No. |
Description |
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99.1 |
Notice of Convocation of Extraordinary General Meeting of Shareholders to be held on March 14, 2025 |
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99.2 |
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Exhibit 99.1
[This is an English translation of the original issued in Japanese]
[Note] The Company assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translation. This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
February 21, 2025
5-9 kotobashi 2-chome, Sumida-ku, Tokyo, Japan
Tokyo Lifestyle Co., Ltd.
Representative Director and Director
Mei Kanayama
Dear Shareholders,
Notice of Convocation of Extraordinary General Meeting of Shareholders
We sincerely appreciate your continued support and kind attention.
We would like to inform you that we will hold the extraordinary general meeting of shareholders of our company as follows, and we kindly request your attendance.
If you are unable to attend the meeting, you may exercise your voting rights in writing. Please review the Reference Documents for the General Meeting of Shareholders as described below, indicate your approval or disapproval on the enclosed Exercise of Voting Rights Form, and send it so that it reaches us by 4:30 p.m. on Friday, March 7, 2025.
1. Date and Time: Friday, March 14, 2025, at 11:00 AM (Registration starts at 10:00 AM)
2. Address: 5th Floor, Harumi Building, 5-9 kotobashi 2-chome, Sumida-ku, Tokyo, Japan
3. Agenda Items
Proposal: Decrease in capital
When attending on the day, we kindly ask that you bring the enclosed notice of convocation, and reference materials for the shareholders’ meeting. Please also submit the enclosed voting rights exercise form to the reception desk at the venue. Your cooperation is greatly appreciated.
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Shareholders’ Meeting Reference Documents
1. Agenda Items and Reference Items Agenda Item: Decrease in capital
In accordance with Article 447, Paragraph 1 of the Companies Act, the Company reduced its capital to 99,000,000 yen on July 15, 2024 (registered on July 31, 2024) in order to consolidate overlapping audits by audit firms in Japan and the United States and to enable the Company to receive subsidies and other programs that are in line with the Company’s actual situation. However, due to a partial exercise of stock acquisition rights, the capital has now exceeded 100 million yen, and we would like to go through the capital reduction procedure again as per our initial policy.
The amount of capital after this matter is proposed to be 10,000,000 yen in anticipation of another unexpected exercise of stock acquisition rights by the end of the term, and the amount of capital reserve is proposed to be 3,744,033,697 yen.
The schedule for the capital reduction and the contents of the public notice in the official gazette, etc. are as follows.
(1) Schedule for capital reduction
1/23 Board of Directors Resolution
2/21 Notice of General Meeting of Shareholders
2/19-3/18 Public notice to creditors (Official Gazette + electronic)
3/14 General meeting of shareholders resolution
3/21- Reduction of capital takes effect
(2) Proposed contents of public notice
Public notice of reduction of capital stock
The Company has decided to reduce the amount of capital stock by 91,221,358 yen to 10,000,000 yen.
All of the 91,221,358 yen of capital to be reduced will be designated as additional paid-in capital reserve.
The effective date is March 21, 2025, and the resolution of the general meeting of shareholders is scheduled on March 14, 2025.
Creditors who object to this decision are requested to file their objections within one month from the day following the publication of this notice.
The disclosure status of the final balance sheet is as follows.
https://www.ystbek.co.jp/ir_financial_results-archive/
February 18, 2025
5-9, Koto-bashi 2-chome, Sumida-ku, Tokyo Tokyo
Lifestyle Co., Ltd.
Mei Kanayama, Representative Director
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Exhibit 99.2
P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Have your ballot ready and please use one of the methods below for easy voting: Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Tokyo Lifestyle Co., Ltd. For Shareholders of record as of February 14, 2025 Friday, March 14, 2025 11:00 AM, Local Time Mail: Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 12:00 PM, Local Time, March 7, 2025. Tokyo Lifestyle Co., Ltd Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. EST on March 7, 2025) The undersigned registered holder of American Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, insofar as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipt of Tokyo Lifestyle Co., Ltd registered in the name of the undersigned on the books of the Depositary as of the close of business on February 14, 2025 at the Extraordinary General Meeting of Shareholders of Tokyo Lifestyle Co., Ltd to be held on March 14, 2025 in Sumida-ku, Tokyo, Japan. NOTE: 1. Please direct the Depositary how it is to vote by placing an X in the appropriate box opposite the resolution. 2. It is understood that, if this form is signed and returned but no instructions are indicated in the boxes, then the Depositary will not vote such items. 3. It is understood that, if this form is not signed, or not returned, the Depositary will not vote such items. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved
Tokyo Lifestyle Co., Ltd. Extraordinary General Meeting of Shareholders Please make your marks like this: FOR AGAINST 1. Proposal 1 : Decrease in capital Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date