First M&A Following Nasdaq Listing to Accelerate Social Business Growth and Expansion in Northeast Japan

TOKYO, March 6, 2026 /PRNewswire/ -- LEIFRAS Co., Ltd. (Nasdaq: LFS) (the "Company" or "Leifras"), a sports and social business company dedicated to youth sports and community engagement, announced today that on February 27, 2026, the Company entered into a business transfer agreement (the "Agreement") with Well Resources Co., Ltd. ("Well Resources") to acquire four child development support and after-school daycare facilities in Miyagi Prefecture, Japan. Well Resources is an operator of child welfare facilities and elderly care facilities in Japan. The acquisition is a critical initiative to accelerate profit growth in Leifras' social business segment and establish a leading position in the Northeastern Japan market via focused expansion in the region. The transaction is expected to close on May 1, 2026.

This acquisition represents Leifras' first M&A transaction since its Nasdaq listing and marks a key milestone in the Company's "Second Founding Period" strategy. The initiative is designed to fuel profit growth through capital investment into the social business segment, Leifras' primary growth area, leveraging the publicity and financial strength gained through its Nasdaq listing. The four facilities to be acquired maintain occupancy rates of nearly 100% and are supported by a team of 23 professionals holding national licenses, such as Physical Therapists (PT), Occupational Therapists (OT), and Speech-Language Pathologists (ST). The Company expects the acquisition to enhance its competitive advantage in the therapeutic education market, where entry barriers are rising, thereby maximizing corporate value.

Overview of Business Acquisition

• Target Business: Well Resources' four after-school daycare service facilities, including Sora Fune Kami-Sakuragi Physical Education Support Classroom, Sora Fune Black Pine Physical Education Support Class, Sora Fune Takasago Physical Education Support Classroom, and Jupiter Rikuzen Takasago After-School Day Care Service.
• Date of Business Transfer Agreement: February 27, 2026
• Expected Business Transfer Closing Date: May 1, 2026

Strategic and Financial Significance

Leifras' social business segment (mainly consists of club activity support and after-school daycare services) recorded revenue growth of 36.4% year-on-year in the third quarter of the fiscal year ended December 31, 2025, driving the Company's overall performance with a high growth rate. The acquisition is a strategic move aimed to accelerate the momentum and establish a solid foundation for sustainable revenue growth.

Immediate Revenue and Earnings Contribution 

The four target facilities maintain occupancy rates of nearly 100% and have built strong reputations among local communities and counseling support agencies. Given that these assets are fully operational and do not rely on paid advertising, the Company expects immediate top-line and bottom-line contributions following closing, without ramp-up costs typically associated with de novo openings.

Scarce Specialized Talents Secured at Scale

In Japan, "high-quality support provided by professionals" has a strict requirement in the after-school daycare service market, and the ability to recruit high-quality specialized professional staffing is a critical entry barrier in the service market. Through this transaction, Leifras expects to retain 23 specialized staff members holding national licenses, such as Physical Therapists (PT), Occupational Therapists (OT), and Speech-Language Pathologists (ST), reducing the time and financial costs associated with recruitment while ensuring high-quality service delivery.

Focused Business Expansion and Synergy Creation in Northeastern Japan 

Leifras plans to combine the expertise gained from its nationwide after-school daycare service "LEIF" with the core offerings of the target facilities: "physical activity (therapeutic exercise)" and "desk-bound habit formation (learning support)." The Company expects this integration to generate operational synergy and advance its focused expansion in the Northeastern Japan area while optimizing operational efficiency.

Reducing Post-Merger Integration ("PMI") Risks Through Friendly Business Transfer

This transaction represents a friendly business transfer aimed at enhancing service value without altering the environment for children attending the facilities. The employees working at the target facilities are expected to maintain employment terms no less favorable than their current terms, minimizing the risk of talent loss. Following the closing, the Company plans to swiftly integrate its sports expertise and digital transformation infrastructure to ensure a smooth PMI.

Future Prospects: Long-Term Growth with Potential Additional M&As

Leifras intends to use this transaction as a successful model for future roll-up M&As targeting high-quality sports schools and therapeutic education facilities nationwide. As a Nasdaq-listed company, Leifras believes its access to capital markets and a strengthened governance framework will position it to pursue consolidation opportunities in Japan's fragmented sports and therapeutic education market and drive sustainable growth as a social business platform centered on "Sports × IT × Global."

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 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.

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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SOURCE LEIFRAS Co., Ltd.