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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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TOKYO LIFESTYLE CO., LTD. (Name of Issuer) |
American Depositary Shares, each representing ten Ordinary Shares (Title of Class of Securities) |
98741L200 (CUSIP Number) |
Mei Kanayama Harumi 2-3-30-4810, Chou-Ku,, Tokyo, M0, 1040053 81-80-3399-9998 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98741L200 |
| 1 |
Name of reporting person
Mei Kanayama | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
24,370,940.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
57.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
American Depositary Shares, each representing ten Ordinary Shares |
| (b) | Name of Issuer:
TOKYO LIFESTYLE CO., LTD. |
| (c) | Address of Issuer's Principal Executive Offices:
Harumi Building, 2-5-9 Kotobashi, Sumida-ku, Tokyo,
JAPAN
, 130-0022. |
| Item 2. | Identity and Background |
| (a) | Mei Kanayama |
| (b) | Harumi 2-3-30-4810, Chuo-Ku, Tokyo, 1040053, Japan |
| (c) | Mr. Mei Kanayama's present principal occupation is serving as the Representative Director and Director of the Issuer, the principal executive office of which is at Harumi 2-3-30-4810, Chuo-Ku, Tokyo, 1040053, Japan. |
| (d) | During the last five years, Mr. Mei Kanayama has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanours). |
| (e) | During the last five years, Mr. Mei Kanayama has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Japan |
| Item 3. | Source and Amount of Funds or Other Consideration |
Mr. Mei Kanayama personally holds 7,216,436 ordinary shares of the Issuer through pre-IPO acquisitions.
Mr. Kanayama acquired 90,694 ADSs, representing 906,940 ordinary shares of the Issuer in multiple open market transactions for an aggregate purchase price of approximately $310,380.41. The source of funds for the purchase of such ADSs of the Issuer was personal funds of Mr. Mei Kanayama. | |
| Item 4. | Purpose of Transaction |
Mr. Mei Kanayama serves as Representative Director and Director of the Issuer. In such capacities, Mr. Mei Kanayama may engage in communications with the Issuer's Board of Directors, members of management, other shareholders, financial and legal advisers, and other parties regarding the Issuer, including but not limited to the Issuer's operations, governance and control. In addition, in these capacities, Mr. Mei Kanayama may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein, Mr. Mei Kanayama does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Mr. Mei Kanayama may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto.
Mr. Mei Kanayama acquired beneficial ownership of the shares for investment purposes and intends to review his investment in the Issuer on a continuing basis. Accordingly, Mr. Mei Kanayama may acquire additional shares of the Issuer or sell or otherwise dispose of any or all of the shares that Mr. Mei Kanayama beneficially owns. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Mei Kanayama beneficially owns an aggregate of 24,370,940 ordinary shares of the Issuer (representing approximately 57.6% of the 42,327,806 ordinary shares issued and outstanding as of January 14, 2025), including: (i) 7,216,436 ordinary shares held personally by Mr. Mei Kanayama, (ii) 906,940 ordinary shares in the form of ADSs held personally by Mr. Mei Kanayama, (iii) 13,575,104 ordinary shares held through Tokushin G. K., a limited liability company formed under the laws of Japan owned by Mr. Kanayama and his family, for which Mr. Kanayama is the managing member, and accordingly, Mr. Kanayama has voting and dispositive control, and (iv) 2,672,460 ordinary shares in the form of ADSs held by Grand Elec-Tech Limited. Grand Elec-Tech Limited has delegated to Mr. Kanayama all authority to exercise the voting rights in respect of its ordinary shares.
Due to the relationships between them, Mei Kanayama and Grand Elec-Tech Limited may be deemed to constitute a "group" with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. |
| (b) | Mr. Mei Kanayama has sole voting and dispositive power over the 7,216,436 ordinary shares held personally by Mr. Mei Kanayama, and the 906,940 ordinary shares in the form of ADSs held personally by Mr. Mei Kanayama. Mr. Mei Kanayama has shared voting and dispositive power over the 13,575,104 ordinary shares held through Tokushin G. K. Mr. Mei Kanayama has shared voting power and no dispositive power over the 2,672,460 ordinary shares in the form of ADSs held by Grand Elec-Tech Limited. |
| (c) | During the past sixty days, Mr. Kanayama acquired 90,694 ADSs, representing 906,940 ordinary shares of the Issuer in multiple open market transactions for an aggregate purchase price of approximately $310,380.41. |
| (d) | No person has the right to receive, or the power to direct the receipt of dividends from, or proceeds from, the sale of such securities. |
| (e) | N.A. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Grand Elec-Tech Limited entered into a Subscription Agreement with the Issuer dated February 12, 2021 (the "Subscription Agreement") to acquire 2,672,460 ordinary shares of the Issuer (reflecting a forward split of the Issuer's outstanding ordinary shares at a ratio of 294-for-1 on August 18, 2021) in consideration of JPY200,007,270 (approximately $1.9 million). Pursuant to the Subscription Agreement, Grand Elec-Tech Limited has delegated to Mr. Kanayama all authority to exercise the voting rights in respect of its ordinary shares. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A. English Translation of Subscription Agreement dated February 12, 2021, by and between the Issuer and Grand Elec-Tech Limited (incorporated by reference to Exhibit 10.30 of the Issuer's Registration Statement on Form F-1/A (File No. 333-259129) filed with the U.S. Securities and Exchange Commission on October 1, 2021) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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