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LOGPROSTYLE INC.

For the period ended Mar 31, 2025. Filed Jul 7, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Jul 7, 2025

LGPS$0.62+3.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended March 31,2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-42473

Kabushiki Kaisha LogProstyle

(Exact name of registrant as specified in its charter)

LOGPROSTYLE INC.

(Translation of Registrant’s name into English)

**Japan **

(Jurisdiction of incorporation or organization)

1-2-3, Kita-Aoyama

Minato-ku, Tokyo 107-0061 Japan

Telephone: +81 03-6910-5320

(Address of principal executive offices)

Yasuyuki Nozawa

Chief Executive Officer

**1-2-3, Kita-Aoyama **

Minato-ku, Tokyo 107-0061 Japan

Telephone:+81 03-6910-5320

**Email:**ir@logprostyle.co.jp

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Shares, no par valueLGPSNYSE American LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:23,652,110 Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐Non-accelerated filer ☒ Emerging growth company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I.
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
ITEM 4.INFORMATION ON THE COMPANY25
ITEM 4A.UNRESOLVED STAFF COMMENTS49
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS49
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES63
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS75
ITEM 8.FINANCIAL INFORMATION77
ITEM 9.THE OFFER AND LISTING77
ITEM 10.ADDITIONAL INFORMATION77
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK87
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES87
PART II.
ITEM 13.DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES88
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS88
ITEM 15.CONTROLS AND PROCEDURES88
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT89
ITEM 16B.CODE OF ETHICS89
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES89
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES90
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS90
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT90
ITEM 16G.CORPORATE GOVERNANCE91
ITEM 16H.MINE SAFETY DISCLOSURE95
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS95
ITEM 16J.INSIDER TRADING POLICIES95
ITEM 16K.CYBERSECURITY95
PART III.
ITEM 17.FINANCIAL STATEMENTS95
ITEM 18.FINANCIAL STATEMENTS95
ITEM 19.EXHIBITS96
Signatures97

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.