United States securities and exchange commission logo
June 27, 2022
Eiji Nagahara
President and Chief Executive Officer
LEAD REAL ESTATE CO., LTD.
6F, MFPR Shibuya Nanpeidai Building 16-11
Nampeidai-cho, Shibuya-ku
Tokyo, 150-0036, Japan
Re: LEAD REAL ESTATE
CO., LTD.
Amended Draft
Registration Statement on Form F-1
Submitted June 16,
2022
CIK No. 0001888980
Dear Mr. Nagahara:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
May 4, 2022 letter.
DRS/A filed on June 16, 2022
Enforceability of Civil Liabilities, page 33
1. We note your reply to
comment 1 and your revised disclosure. As per your first and
fourth bullets under
this heading, please make clear whether any treaties or reciprocity
exists with the United
States and Japan.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources, page 49
2. We note your response
and expanded disclosures related to our comment 3. Please further
Eiji Nagahara
FirstName LastNameEiji Nagahara
LEAD REAL ESTATE CO., LTD.
Comapany
June NameLEAD REAL ESTATE CO., LTD.
27, 2022
June 27,
Page 2 2022 Page 2
FirstName LastName
describe the reasons for the increase in the accounts receivable for
the fiscal year end June
30, 2021 compared to June 30, 2020 associated with the implementation
of ASC 606. In
that regard, we note your disclosures on page 54 that the adoption of
ASC 606 did not
have a material effect on your consolidated financial statements and
that the adoption of
ASC 606 occurred on July 1, 2019 during the fiscal year ended June 30,
2020.
1. Nature of Operations and Significant Accounting Policies
Revenue Recognition, page F-8
3. We note your response to our comment 13. Please further expand your
disclosures to
provide a description of the type of input method used and how the
method is applied. See
the guidance in ASC 606-10-50-18a.
4. Please expand your disclosures to disclose the typical billing and
payment terms under
your contracts and how any differences in timing of revenue
recognition and invoicing
your customers impacts any contract assets or contract liabilities
recorded. See ASC 606-
10-50-9. Furthermore, please tell us your consideration of the
disclosure requirements
related to contract assets and contract liabilities in ASC
606-10-50-8.
5. Commitments and Contingencies, page F-17
5. We note your response to our comment 14. Please further expand your
disclosures to
include the weighted average remaining lease term and weighted average
discount rate for
your leases. See ASC 842-20-50-4(g)(3) and ASC 842-20-50-40(g)(4).
7. Debt, page F-42
6. We note your response to our comment 15. It is still not clear to us
how the short-term
land loan borrowings reconcile to the current portion line item
included in your
Contractual Obligations table on page 53. Specifically, it is noted
that the total short term
borrowings related to land loans were 4,286,333 JPY as of December 31,
2021.
Additionally, it is noted that the current portion and short term land
borrowings disclosed
in the table on page F-43 were 4,373,156 JPY as of December 31, 2021.
As such, it
would appear that the difference between such amounts would be the
current portion of
the long term debt not associated with the short term land borrowings
and would be
86,823 JPY as of December 31, 2021. Given that your Contractual
obligations table as of
December 31, 2021 reflects 430,730 JPY excluding short term land
borrowings that is due
in 2022, please reconcile the differences between both disclosures.
7. We note your disclosure on page F-42 that your short term borrowings
have a maturity of
3 to 6 months and that 4,286,333 JPY was outstanding as of December
31, 2021. We
further note that in your annual maturities table on page 43, only
2,901,390 JPY was due
in 2022. Given your response that your short term land borrowings are
included in your
disclosures on page F-43 please reconcile the differences between both
disclosures.
8. It appears that the total aggregate outstanding principal balances as
6,937,872 JPY
Eiji Nagahara
LEAD REAL ESTATE CO., LTD.
June 27, 2022
Page 3
disclosed in your table on page F-43 does not match the 7,014,666 total
annual principal
payment on such loans disclosed in the annual maturities table. Please
revise or advise.
You may contact Ameen Hamady at 202-551-3891 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
FirstName LastNameEiji Nagahara
Division of
Corporation Finance
Comapany NameLEAD REAL ESTATE CO., LTD.
Office of Real
Estate & Construction
June 27, 2022 Page 3
cc: Ying Li, Esq.
FirstName LastName