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6-K 1 leifras_6k.htm 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16

UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File Number: 001-42877

LEIFRAS Co., Ltd.

(Translation of registrant’s name into English)

Ebisu Garden Place Tower Floor 20
4-20-3, Ebisu, Shibuya-ku
Tokyo, Japan
+81-3-6451-1341

(Address of principal executive office)

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 ☐

Changes in Registrant’s Certifying Accountant

On July 13, 2026 and August 14, 2026, respectively, the audit and supervisory committee of the board of directors and the board of directors of LEIFRAS Co., Ltd. (the “Company”) resolved not to renew or negotiate new terms for continued engagement with WWC, P.C. (“WWC”), the Company’s auditor, which dismissal will become effective immediately following WWC’s completion of its review of the Company’s condensed consolidated financial statements for the third quarter of the fiscal year ending December 31, 2026, and approved the engagement of Forvis Mazars Japan Audit LLC (“Forvis Mazars”), an independent registered public accounting firm, to serve as the auditor of the Company, effective beginning with the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2026. Upon completion of WWC’s services, the Company will file an amendment to this Report of Foreign Private Issuer on Form 6-K with the specific date of dismissal and an update to the disclosures required by Item 16F(a)(2) of Form 20-F through that date.

WWC’s report on the Company’s financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the Company’s two most recent fiscal years and through the subsequent interim period through the date of this Report of Foreign Private Issuer on Form 6-K, there were no disagreements with WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to WWC’s satisfaction, would have caused WWC to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such periods. During the Company’s two most recent fiscal years and through the subsequent interim period through the date of this Report of Foreign Private Issuer on Form 6-K, there were no “reportable events” as that term is described in Item 16F(a)(1)(v) of Form 20-F, other than the following material weaknesses of the Company reported by management under Item 15 of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2026: (i) a lack of sufficient accounting personnel with appropriate knowledge and experience of U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and reporting requirements set forth by the SEC to properly prepare and review the consolidated financial statements in accordance with U.S. GAAP; (ii) a lack of formalized financial reporting controls and procedures to properly address complex or unusual transactions and related accounting issues on a timely basis; and (iii) a lack of effective internal controls over certain aspects of information technology environments including segregation of duties, user access, third-party service provider management, and change management within information technology systems that support the financial reporting process.

The Company has provided WWC with a copy of the above disclosure and requested that WWC furnish a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of WWC’s letter is filed hereto as Exhibit 16.1.

During the two most recent fiscal years through the date of this Report of Foreign Private Issuer on Form 6-K, neither the Company, nor someone on behalf of the Company, has consulted Forvis Mazars regarding either the application of accounting principles to a specified transaction, whether completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements. Neither a written report was provided to the Company nor was any oral advice provided that Forvis Mazars concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue. Additionally, neither the Company, nor anyone on behalf of it, has consulted Forvis Mazars regarding any matter that was the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F and related instructions to Item 16F of Form 20-F, or any reportable events as described in Item 16F(a)(1)(v) of Form 20-F.

The Company issued a press release on August 25, 2026, announcing the change of auditor. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Exhibit Index

Exhibit Number		Exhibit
16.1		Letter, dated August 25, 2026, from WWC, P.C. addressed to the U.S. Securities and Exchange Commission
99.1		Press Release dated August 25, 2026

SIGNATURE

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: August 25, 2026	By:	/s/ Kiyotaka Ito
	Name:	Kiyotaka Ito
	Title:	Representative Director and Chief Executive Officer

EX-16.1 2 leifras_ex16-1.htm EXHIBIT 16.1

Exhibit 16.1

August 25, 2026

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Commissioners:

We have read the statements made by Leifras Co., Ltd. pursuant to Form 6-K for the month of August 2026 (Commission File Number: 001-42877) (copy attached), which we understand will be filed with the Securities and Exchange Commission regarding “Changes in Registrant’s Certifying Accountant”. Under the heading of “Changes in Registrant’s Certifying Accountant”, we do not disagree with the contents of paragraphs: (1), (2), and (3). We have no basis to either agree or disagree with other content found in the filing.

Very truly yours,



WWC, P.C.
Certified Public Accountants

Attachment

EX-99.1 3 leifras_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

LEIFRAS Co., Ltd. Appoints Forvis Mazars as Its Independent Registered Public Accounting Firm

Appointment Supports a Unified Japan-U.S. Audit Framework, Enhancing Governance, Operational Efficiency and Long-Term Capital Markets Readiness

TOKYO, Aug. 25, 2026 /PRNewswire/ – LEIFRAS Co., Ltd. (Nasdaq: LFS) (the “Company” or “Leifras”), a sports and social business company dedicated to youth sports and community engagement and Japan’s leading operator of children’s sports schools and school club activity support businesses, today announced that its audit and supervisory committee and board of directors, at meetings held on July 13, 2026 and August 14, 2026, respectively, approved the appointment of Forvis Mazars Japan Audit LLC (“Forvis Mazars”) as its new independent registered public accounting firm, to be effective following completion of review of the Company’s financial information for the third quarter of the fiscal year ending December 31, 2026 by the Company’s current independent registered public accounting firm. The appointment marks the commencement of a phased transition toward a unified audit framework across Japan and the United States, strengthening the Company’s corporate governance and operational efficiency while supporting its previously announced potential dual listing on the Tokyo Stock Exchange.

Leifras has historically engaged two separate audit firms for its audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) in the United States and its statutory audit under the Companies Act of Japan. By consolidating its audit activities within a single global audit organization, Leifras expects to strengthen governance oversight, streamline regulatory compliance, improve audit coordination, and enhance the consistency and efficiency of its financial reporting processes.

Forvis Mazars is selected following a comprehensive evaluation of its global audit capabilities, international network, extensive experience serving publicly listed companies, and ability to provide coordinated audit services across multiple jurisdictions. The Company believes that Forvis Mazars’ combination of PCAOB expertise and strong understanding of Japan’s regulatory environment positions the firm well to support Leifras’ continued growth as a public company.

By streamlining audit procedures, Leifras believes the transition will also optimize audit-related costs over the medium to long term. The Company intends to reinvest the cost savings generated through the transition to further improve corporate governance, strengthening its accounting infrastructure and governance capabilities.

Looking ahead, Leifras plans to continue enhancing its governance infrastructure and financial reporting processes in accordance with international best practices. The Company remains committed to delivering sustainable growth while reinforcing the confidence of shareholders, customers, employees, regulators, and local communities it serves.

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, 2025, 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 press release 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 annual report on Form 20-F filed with 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 annual report 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.

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