{"url_path":"/sec/lgps/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/2040290/0001493152-26-032936-index.html","accession_number":"0001493152-26-032936","cik":"0002040290","ticker":"LGPS","issuer_name":"LOGPROSTYLE INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2040290/0001493152-26-032936-index.html","primary_entity_key":"0002040290","primary_entity_name":"LOGPROSTYLE INC."},"word_count":6898,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**A.\nShare Capital**\n\n \n\nNot\napplicable.\n\n \n\n**B.\nMemorandum and Articles of Incorporation**\n\n \n\nThe\ninformation set forth in Exhibits 1.1 and 1.2 to this annual report are incorporated herein by reference.\n\n \n\n**C.\nMaterial Contracts**\n\n \n\nNone.\n\n \n\n**D.\nExchange Controls**\n\n \n\n**Japanese\nForeign Direct Investment Regulations**\n\n \n\nThe\nfollowing is intended to provide an overview of Japanese foreign direct investment regulations in connection with an investment in our\nCommon Shares and is based on laws and relevant interpretations thereof in effect as of the date of this annual report, all of which\nare subject to change. This overview does not cover all relevant considerations, requirements or procedures that may apply to a particular\ninvestor, and potential investors should consult their own advisors to ascertain the overall consequences of the acquisition, ownership\nand disposition of our Common Shares under the regulations.\n\n \n\n78\n\n \n\n** **\n\n**Acquisition\nof Shares**\n\n \n\nThe\nForeign Exchange and Foreign Trade Act of Japan and related cabinet orders and ministerial ordinances, as amended (collectively, the\n“FEFTA”), require certain procedures for certain transactions, including the acquisition of shares of Japanese corporations\nby “Foreign Investors” (as defined in the FEFTA, as described below), which may apply to the purchase of our Common Shares.\n\n \n\n**Definition\nof Foreign Investors**\n\n \n\n“Non-Residents”\nare defined in the FEETA as individuals who are not domiciled or resident in Japan and legal entities whose principal offices are not\nlocated in Japan:\n\n \n\n“Foreign\ninvestors” are defined in the FEETA as:\n\n \n\n \n(i)\nNon-Resident\nindividuals;\n\n \n \n \n\n \n(ii)\nEntities\nestablished under foreign laws or having their principal offices outside Japan;\n\n \n \n \n\n \n(iii)\nCorporations\nin which 50% or more of the total voting rights is held, directly or indirectly, by Non-Resident individuals and entities established\nunder foreign laws or whose principal offices are located outside Japan;\n\n \n \n \n\n \n(iv)\nPartnerships\n(1) formed under the Civil Code of Japan for the purpose of investment business, (2) formed under the Limited Partnership Act for\nInvestment of Japan and (3) formed under foreign laws and similar to the partnerships referred to in (1) or (2) above, which meet\neither of the following two conditions:\n\n \n\n \n(a)\n50%\nor more of the total capital contribution to the partnership is made by\n\n \n\n(A)\nNon-Resident individuals,\n\n \n\n(B)\nentities established under foreign laws or having their principal offices outside Japan,\n\n \n\n(C)\ncorporations in which 50% or more of the total voting rights are held, directly or indirectly, by Non-Resident individuals and entities\nestablished under foreign laws or having their principal offices outside Japan,\n\n \n\n(D)\nentities in which Non-Resident individuals constitute a majority of the officers or officers having the authority to represent the entity,\nand\n\n \n\n(E)\npartnerships in which a majority of the executive partners fall within items (A) through (D) above.\n\n \n\n \n(b)\nA\nmajority of the executive partners of the partnership are\n\n \n\n(A)\npersons or entities described in items (A) through (E) in the preceding paragraph,\n\n \n\n(B)\nthe partnerships in which 50% or more of the total capital contribution is made by persons or entities described in items (A) through\n(E) in the preceding paragraph, and\n\n \n\n(C)\na limited liability partnership formed under the Limited Liability Partnership Act of Japan, in which a majority of the executive partners\nare Non-Residents individuals, persons or entities described in (A) or (B) above, or any officers of entities falling within (A) or (B)\nabove;\n\n \n\n \n(v)\nAn\nentity in which a majority of its officers (meaning directors or other equivalent persons) or of the officers who have the authority\nto represent are Non-Resident individuals.\n\n \n\n**Prior\nFiling and Post-Investment Notification (or Exemption from Prior Filing)**\n\n \n\nUnder\nthe FEFTA, among other triggering events, a Foreign Investor seeking to acquire shares of a Japanese corporation that are not listed\non a stock exchange in Japan is subject to a prior filing requirement, regardless of the number of shares acquired, if such Japanese\ncorporation or its subsidiaries in Japan engage in any of the businesses designated under the FEFTA (“Designated Businesses”)\nfrom a national security perspective. Such businesses include, but are not limited to, manufacturing related to weapons, aircraft, space\nand nuclear energy, agriculture, fishery, mining, utilities, data processing, software-related services, and information and communication\ntechnology services.\n\n \n\n79\n\n \n\n \n\nAs\nof the date of this annual report, LogProstyle and its subsidiaries in Japan are not engaged in any of the Designated Businesses under\nthe FEFTA that would require the prior filing for the purchase of our Common Shares.\n\n \n\nIf\nthe case where a Japanese corporation that is not listed on a stock exchange in Japan or its subsidiary in Japan engages in any of the\nDesignated Businesses, and thus the prior filing is required for the acquisition of the shares of such corporation, a Foreign Investor\nmust first submit a prior application describing the proposed acquisition of shares to the relevant governmental authorities through\nthe Bank of Japan and wait until the acquisition is approved by the relevant governmental authorities, unless certain exemptions apply.\nWithout such clearance, the Foreign Investor will not be permitted to acquire the shares. Once clearance is obtained, the Foreign Investor\nmay acquire shares up to the number specified in the application within six months from the date of submission of the application. While\nthe standard waiting period for clearance is 30 days, the waiting period may be expedited or extended at the discretion of the relevant\ngovernmental authorities, depending on the degree of potential national security impact and the progress of the relevant authorities’\ninvestigation (typically through inquiries by the authorities and responses by the Foreign Investor). In addition to the prior filing\nrequirement described above, if a Foreign Investor who has made a prior filing and received approval acquires and subsequently disposes\nof the shares, the Foreign Investor must file a post-investment notice to report the completed acquisition or subsequent sales. Such\npost-investment notice filing must be made no later than 45 days after the acquisition or disposition of the shares.\n\n \n\nHowever,\nthe above prior filing and post-investment notice filing may, in principle, be exempted as long as the Japanese corporation does not\nengage in any of the “core businesses” that are specified among the Designated Businesses under the FEFTA and if (i) the\nForeign Investor or its related persons do not assume the office of our director or corporate auditor, (ii) the Foreign Investor does\nnot propose the transfer or abolition of the business in the designated business at the shareholders’ meeting of the Japanese corporation,\nand (iii) the Foreign Investor does not have access to non-public technical information related to the Designated Business. In such a\ncase, a post-investment report must be filed no later than 45 days after the acquisition of the shares and no later than 45 days after\ncertain changes occur in the Foreign Investor, such as a change in the shareholder holding 10% or more of its shares.\n\n \n\n**Post-Investment\nReport (When Prior Filing is Not Applicable)**\n\n \n\nUnder\nthe FEFTA, in the case where a Japanese corporation that is not listed on a stock exchange in Japan does not engage in any of the Designated\nBusinesses, and thus prior filing is not required, if a Foreign Investor acquires shares of such corporation from non-Foreign Investors\nwhereby either the shareholding ratio of the Foreign Investor based on the number of issued and outstanding shares or the voting rights\nratio is 10% or more, the Foreign Investor is, in principle, required to file a post-investment report no later than 45 days after the\nacquisition of the shares.\n\n \n\n**Payments**\n\n \n\nThe\nFEFTA also applies to certain payments between “Residents” and “Non-Residents” or foreign countries.\n\n \n\n“Residents”\nare defined in the FEFTA as individuals having a domicile or residence in Japan and legal entities having their principal offices in\nJapan.\n\n \n\nUnder\nthe FEFTA, if a Resident receives a single payment of more than JPY30 million ($0.2 million) from a Non-Resident or a foreign country,\nor if a Resident makes a single payment of more than JPY30 million ($0.2 million) to a Non-Resident or a foreign country, including for\nthe transfer of shares in a Japanese corporation, such Resident is required to report each receipt or payment to the Ministry of Finance\nof Japan within certain periods (which vary depending on the circumstances and may be as short as 10 days).\n\n** **\n\n80\n\n \n\n** **\n\n**E.\nTaxation**\n\n \n\n*The\nfollowing summary of the material Japanese and United States federal income tax consequences of an investment in our Common Shares is\nbased upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change.\nThis summary does not deal with all possible tax consequences relating to an investment in our Common Shares, such as the tax consequences\nunder state, local, and other tax laws.*\n\n \n\n**Japanese\nTaxation**\n\n \n\nThe\nfollowing is intended to provide an overview of the main Japanese tax consequences (limited to national tax) to which holders of our\nCommon Shares who are non-resident individuals or non-Japanese corporations that do not have a permanent establishment in Japan (such\nindividuals and corporations are collectively referred to in this section as “non-residents”). The following statements regarding\nJapanese tax law are based on the laws and treaties in effect as of the date of this annual report and as interpreted by the Japanese\ntax authorities, and are subject to any applicable Japanese laws, tax treaties, conventions or agreements, or changes in their interpretation,\noccurring after the date of this annual report. This summary does not cover all tax considerations that may apply to a particular investor,\nand potential investors should consult their own tax advisors to satisfy themselves as to the overall tax consequences of the acquisition,\nownership and disposition of our Common Shares, including tax consequences under Japanese law, the laws of their country of residence\nand any tax treaty, convention or agreement between their country and Japan.\n\n \n\nIn\ngeneral, non-resident is subject to Japanese income tax withheld with respect to dividends on shares (which for purposes of this section\nmeans distributions from surplus under the Companies Act) paid by Japanese corporations, and such tax will be withheld prior to payment\nof such dividends. Stock splits are generally not subject to Japanese income and corporate taxes.\n\n \n\nIn\nthe absence of a tax treaty, convention, or agreement that reduces the maximum rate of Japanese withholding tax or grants an exemption\nfrom Japanese withholding tax, under Japanese tax law, the rate of Japanese withholding tax applicable to dividends on Japanese corporations’\nshares paid to non-residents is generally 20.42% (20% for dividends payable on or after January 1, 2038). However, with respect to dividends\non listed shares of Japanese corporations paid to non-residents, other than any individual shareholder who holds 3% or more of the total\noutstanding shares (to whom the aforementioned withholding tax rate will still apply), the aforementioned withholding tax rate is reduced\nto (i) 15.315% (15% for dividends payable on or after January 1, 2038). The withholding tax rates above include the special additional\ntax for reconstruction (2.1% multiplied by the original applicable withholding tax rate of 15% or 20%) to be imposed from January 1,\n2013 to December 31, 2037 to finance reconstruction from the Great East Japan Earthquake.\n\n \n\nWhere\na distribution is made from capital surplus rather than retained earnings under the Companies Act, the portion of the distribution that\nexceeds the amount corresponding to the return of capital as determined under Japanese tax law is a deemed dividend under Japanese tax\nlaw, and the remaining portion is treated as a return of capital under Japanese tax law. The deemed dividend portion, if any, generally\nreceives the same tax treatment as the dividend described above, and the capital refund portion generally is treated as income from the\nsale of shares and receives the same tax treatment as the sale of our shares described below. Note that the capital return is not subject\nto withholding tax and the difference between the capital return and the purchase price is treated as income from the sale. Distributions\nmade by a Japanese corporation in consideration for the repurchase of its shares or in connection with certain reorganization transactions\nwill be treated in substantially the same manner.\n\n \n\nJapan\nhas income tax treaties with Canada, Denmark, Finland, Germany, Ireland, Italy, Luxembourg, New Zealand, Norway, Singapore, and other\ncountries that reduce the withholding tax rate (including special income tax for reconstruction) for portfolio investors to a normal\n15%. Income tax treaties with France, Hong Kong, the Netherlands, Portugal, Switzerland, the United Arab Emirates, Australia, Sweden,\nBelgium, the United Kingdom, and the United States reduce the withholding tax rate for portfolio investors to generally 10%, while income\ntax treaties with Spain and other countries reduce the withholding tax rate for portfolio investors to generally 5%, as of the date of\nthis annual report. In addition, under the income tax treaty between Japan and the U.S., dividends paid to a pension fund that is a qualified\nU.S. resident entitled to treaty benefits are exempt from Japanese income tax by withholding or other means, unless the dividends arise\ndirectly or indirectly from the conduct of business by the pension fund. The same treatment applies to dividends paid to pension funds\nunder income tax treaties between Japan and Belgium, Denmark, Spain, the United Kingdom, the Netherlands, Switzerland, and other countries.\nUnder Japanese tax law, the reduced maximum tax rate applicable under the tax treaties applies if the maximum tax rate is lower than\nthe rate applicable under Japanese tax law with respect to dividends paid by a Japanese corporation on its shares.\n\n \n\n81\n\n \n\n \n\nNon-residents\nwho are eligible for reduction or exemption from Japanese withholding tax on dividends of shares under applicable tax treaties should\nsubmit an “Income Tax Treaty Application for Reduction of Japanese Income Tax and Special Reconstruction Income Tax on Dividends”\nthrough the payer of the dividends prior to the payment of the dividends, together with the required documents, to the relevant tax authorities.\nA standing proxy for the non-resident may be used to submit the application on behalf of the non-resident. In addition, certain simplified\nspecial application procedures may be available to non-residents who are entitled to treaty benefits for reduction or exemption of Japanese\nsource income tax by submitting the “Application for Special Provisions under the Income Tax Act for Reduction of Japanese Income\nTax and Special Income Tax for Reconstruction on Listed Shares, etc.” The application form must be submitted with the required\ndocuments. If the required application form is not submitted in advance, by following certain subsequent application procedures, the\nnon-resident may require a refund of withholding tax in excess of the tax rate under the applicable tax treaty (if the non-resident is\neligible for the reduced tax rate under the applicable tax treaty) or the entire amount of withholding tax (if the non-resident is eligible\nfor the exemption under the applicable tax treaty). The corporation paying the dividends has no responsibility to secure withholding\nor exemption from withholding at reduced treaty rates for eligible non-residents who do not take the necessary steps as described above.\n\n \n\nGains\nearned by non-resident holders who are portfolio investors from the sale of Japanese corporations’ shares outside of Japan are\ngenerally not subject to Japanese income tax and corporate tax. However, there are some exceptional cases, such as share transfers by\nlarge shareholders, in which taxation may be imposed. In addition, inheritance and gift taxes at a progressive rate may be imposed on\nthe transfer of the shares from other individuals even if neither the heir, the decedent, the donor, nor the recipient of the gift is\na resident of Japan.\n\n \n\n**United\nStates Federal Income Taxation**\n\n \n\nThe\nfollowing brief summary does not address the tax consequences to any particular investor or to persons in special tax situations, such\nas:\n\n \n\n \n●\nbanks;\n\n \n \n \n\n \n●\nfinancial\ninstitutions;\n\n \n \n \n\n \n●\ninsurance\ncompanies;\n\n \n \n \n\n \n●\nregulated\ninvestment companies;\n\n \n \n \n\n \n●\nreal\nestate investment trusts;\n\n \n \n \n\n \n●\nbroker-dealers;\n\n \n \n \n\n \n●\npersons\nthat elect to mark their securities to market;\n\n \n \n \n\n \n●\nU.S.\nexpatriates or former long-term residents of the U.S.;\n\n \n \n \n\n \n●\ngovernments\nor agencies or instrumentalities thereof;\n\n \n \n \n\n \n●\ntax-exempt\nentities;\n\n \n \n \n\n \n●\npersons\nliable for alternative minimum tax;\n\n \n \n \n\n \n●\npersons\nholding our Common Shares as part of a straddle, hedging, conversion or integrated transaction;\n\n \n \n \n\n \n●\npersons\nthat actually or constructively own 10% or more of our voting power or value (including by reason of owning our Common Shares);\n\n \n\n82\n\n \n\n \n\n \n●\npersons\nwho acquired our Common Shares pursuant to the exercise of any employee share option or otherwise as compensation;\n\n \n \n \n\n \n●\npersons\nholding our Common Shares through partnerships or other pass-through entities;\n\n \n \n \n\n \n●\nbeneficiaries\nof a Trust holding our Common Shares; or\n\n \n \n \n\n \n●\npersons\nholding our Common Shares through a trust.\n\n \n\nThe\nbrief summary discussion set forth below is addressed only to U.S. Holders (defined below) that purchase Common Shares. Prospective purchasers\nare urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances\nas well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Common Shares.\n\n \n\n**Material\nTax Consequences Applicable to U.S. Holders of Our Common Shares**\n\n \n\nThe\nfollowing sets forth the material U.S. federal income tax consequences related to the ownership and disposition of our Common Shares.\nIt is directed to U.S. Holders (as defined below) of our Common Shares and is based upon laws and relevant interpretations thereof in\neffect as of the date of this annual report, all of which are subject to change. This description does not deal with all possible tax\nconsequences relating to ownership and disposition of our Common Shares or U.S. tax laws, other than the U.S. federal income tax laws,\nsuch as the tax consequences under non-U.S. tax laws, state, local and other tax laws.\n\n \n\nThe\nfollowing brief description applies only to U.S. Holders that hold Common Shares as capital assets and that have the U.S. dollar as their\nfunctional currency. This brief description is based on the federal income tax laws of the United States in effect as of the date of\nthis annual report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this annual report, as well\nas judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject\nto change, which change could apply retroactively and could affect the tax consequences described below.\n\n \n\nThe\nbrief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial\nowner of Common Shares and you are, for U.S. federal income tax purposes,\n\n \n\n \n●\nan\nindividual who is a citizen or resident of the United States;\n\n \n \n \n\n \n●\na\ncorporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United\nStates, any state thereof or the District of Columbia;\n\n \n \n \n\n \n●\nan\nestate whose income is subject to U.S. federal income taxation regardless of its source; or\n\n \n \n \n\n \n●\na\ntrust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons\nfor all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a\nU.S. person.\n\n \n\nIf\na partnership (or other entities treated as a partnership for United States federal income tax purposes) is a beneficial owner of our\nCommon Shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the\npartnership. Partnerships and partners of a partnership holding our Common Shares are urged to consult their tax advisors regarding an\ninvestment in our Common Shares.\n\n \n\n**Taxation\nof Dividends and Other Distributions on our Common Shares**\n\n \n\nSubject\nto the PFIC rules discussed below, the gross amount of distributions made by us to you with respect to the Common Shares (including the\namount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by\nyou, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under\nU.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received\ndeduction allowed to corporations in respect of dividends received from other U.S. corporations.\n\n \n\n83\n\n \n\n \n\nWith\nrespect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable\nto qualified dividend income, provided that (1) the Common Shares are readily tradable on an established securities market in the United\nStates, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange\nof information program, (2) we are not a PFIC for either our taxable year in which the dividend is paid or the preceding taxable year,\nand (3) certain holding period requirements are met. Because there is an income tax treaty between the United States and Japan, clause\n(1) above is satisfied. Additionally, only if the Common Shares are readily tradable on an established securities market in the United\nStates it will also satisfy clause (1). Under U.S. Internal Revenue Service authority, Common Shares are considered for purpose of clause\n(1) above to be readily tradable on an established securities market in the United States if they are listed on certain exchanges, which\npresently include the NYSE. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid\nwith respect to our Common Shares, including the effects of any change in law after the date of this annual report.\n\n \n\nDividends\nwill constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income\n(as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will\nbe limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable\nto dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income.\nFor this purpose, dividends distributed by us with respect to our Common Shares will constitute “passive category income”\nbut could, in the case of certain U.S. Holders, constitute “general category income.”\n\n \n\nTo\nthe extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal\nincome tax principles), it will be treated first as a tax-free return of your tax basis in your Common Shares, and to the extent the\namount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings\nand profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a\ndividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described\nabove.\n\n \n\n**Taxation\nof Dispositions of Common Shares**\n\n \n\nSubject\nto the PFIC rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share\nequal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Common\nShares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who\nhas held the Common Shares for more than one year, you will generally be eligible for reduced tax rates. The deductibility of capital\nlosses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or\nloss for foreign tax credit limitation purposes which will generally limit the availability of foreign tax credits.\n\n \n\n**Passive\nForeign Investment Company (PFIC) Consequences**\n\n \n\nA\nnon-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the US Internal Revenue Code, for any taxable year if either:\n\n \n\n \n●\nat\nleast 75% of its gross income for such taxable year is passive income; or\n\n \n \n \n\n \n●\nat\nleast 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable\nto assets that produce or are held for the production of passive income (the “asset test”).\n\n \n\nPassive\nincome generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of\na trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets\nand earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by\nvalue) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash raised\nin offerings will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined\nbased on the market value of our Common Shares from time to time, which could cause the value of our non-passive assets to be less than\n50% of the value of all of our assets (including the cash raised in offerings) on any particular quarterly testing date for purposes\nof the asset test.\n\n \n\n84\n\n \n\n \n\nBased\non our operations and the composition of our assets we do not expect to be treated as a PFIC under the current PFIC rules. We must make\na separate determination each year as to whether we are a PFIC, however, and there can be no assurance with respect to our status as\na PFIC for our current taxable year or any future taxable year. It is possible that, for our current taxable year or for any subsequent\ntaxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following\nthe end of any particular tax year. In addition, because the value of our assets for purposes of the asset test will generally be determined\nbased on the market price of our Common Shares and because cash is generally considered to be an asset held for the production of passive\nincome, our PFIC status will depend in large part on the market price of our Common Shares and the amount of cash raised in offerings.\nAccordingly, fluctuations in the market price of the Common Shares may cause us to become a PFIC. In addition, the application of the\nPFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how\nquickly, we spend the cash we raise in offerings. We are under no obligation to take steps to reduce the risk of our being classified\nas a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price\nof our Common Shares from time to time and the amount of cash we raise in offerings) that may not be within our control. If we are a\nPFIC for any year during which you hold Common Shares, we will continue to be treated as a PFIC for all succeeding years during which\nyou hold Common Shares. If we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described\nbelow, however, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described\nbelow) with respect to the Common Shares.\n\n \n\nIf\nwe are a PFIC for your taxable year(s) during which you hold Common Shares, you will be subject to special tax rules with respect to\nany “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge)\nof the Common Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable\nyear that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years\nor your holding period for the Common Shares will be treated as an excess distribution. Under these special tax rules:\n\n \n\n \n●\nthe\nexcess distribution or gain will be allocated ratably over your holding period for the Common Shares;\n\n \n \n \n\n \n●\nthe\namount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable\nyear in which we were a PFIC, will be treated as ordinary income, and\n\n \n \n \n\n \n●\nthe\namount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest\ncharge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.\n\n \n\nThe\ntax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by\nany net operating losses for such years, and gains (but not losses) realized on the sale of the Common Shares cannot be treated as capital,\neven if you hold the Common Shares as capital assets.\n\n \n\nA\nU.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the\nUS Internal Revenue Code for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for\nfirst taxable year which you hold (or are deemed to hold) Common Shares and for which we are determined to be a PFIC, you will include\nin your income each year an amount equal to the excess, if any, of the fair market value of the Common Shares as of the close of such\ntaxable year over your adjusted basis in such Common Shares, which excess will be treated as ordinary income and not capital gain. You\nare allowed an ordinary loss for the excess, if any, of the adjusted basis of the Common Shares over their fair market value as of the\nclose of the taxable year. Such ordinary loss, however, is allowable only to the extent of any net mark-to-market gains on the Common\nShares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain\non the actual sale or other disposition of the Common Shares, are treated as ordinary income. Ordinary loss treatment also applies to\nany loss realized on the actual sale or disposition of the Common Shares, to the extent that the amount of such loss does not exceed\nthe net mark-to-market gains previously included for such Common Shares. Your basis in the Common Shares will be adjusted to reflect\nany such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations\nwhich are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income\ndiscussed above under “—Taxation of Dividends and Other Distributions on our Common Shares” generally would not apply.\n\n \n\n85\n\n \n\n \n\nThe\nmark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis\nquantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market\n(as defined in applicable U.S. Treasury regulations), including the NYSE American LLC. If the Common Shares are regularly traded on the\nNYSE American LLC and if you are a holder of Common Shares, the mark-to-market election would be available to you were we to be or become\na PFIC.\n\n \n\nAlternatively,\na U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the US Internal Revenue\nCode with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing\nfund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of\nthe corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if\nsuch PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury\nregulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund\nelection. If you hold Common Shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service\nForm 8621 in each such year and provide certain annual information regarding such Common Shares, including regarding distributions received\non the Common Shares and any gain realized on the disposition of the Common Shares.\n\n \n\nIf\nyou do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period\nyou hold our Common Shares, then such Common Shares will continue to be treated as stock of a PFIC with respect to you even if we cease\nto be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging\nelection” creates a deemed sale of such Common Shares at their fair market value on the last day of the last year in which we are\ntreated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating\nthe gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the\nfair market value of the Common Shares on the last day of the last year in which we are treated as a PFIC) and holding period (which\nnew holding period will begin the day after such last day) in your Common Shares for tax purposes.\n\n \n\nIRC\nSection 1014(a) provides for a step-up in basis to the fair market value for our Common Shares when inherited from a decedent that was\npreviously a holder of our Common Shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make\neither a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to\nhold) our Common Shares, or a mark-to-market election and ownership of those Common Shares are inherited, a special provision in IRC\nSection 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014 basis minus\nthe decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s\npassing, the PFIC rules will cause any new U.S. Holder that inherits our Common Shares from a U.S. Holder to not get a step-up in basis\nunder Section 1014 and instead will receive a carryover basis in those Common Shares.\n\n \n\nYou\nare urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Common Shares and the elections\ndiscussed above.\n\n \n\n**Information\nReporting and Backup Withholding**\n\n \n\nDividend\npayments with respect to our Common Shares and proceeds from the sale, exchange or redemption of our Common Shares may be subject to\ninformation reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406 of the US Internal\nRevenue Code with at a current flat rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct\ntaxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise\nexempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification\non U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S.\ninformation reporting and backup withholding rules.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability,\nand you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund\nwith the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders.\nTransactions effected through certain brokers or other intermediaries, however, may be subject to withholding taxes (including backup\nwithholding), and such brokers or intermediaries may be required by law to withhold such taxes.\n\n \n\nUnder\nthe Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our Common\nShares, subject to certain exceptions (including an exception for Common Shares held in accounts maintained by certain financial institutions),\nby attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for\neach year in which they hold Common Shares. Failure to report such information could result in substantial penalties. You should consult\nyour own tax advisor regarding your obligation to file a Form 8938.\n\n \n\n86\n\n \n\n** **\n\n**Reporting\nObligations for Certain Owners of Foreign Financial Assets**\n\n \n\nCertain\nU.S. holders may be required to file information returns with respect to their investment in common shares. For example, U.S. return\ndisclosure obligations (and related penalties) are imposed on individuals who are U.S. holders that hold certain specified foreign financial\nassets in excess of certain thresholds. The definition of “specified foreign financial assets” includes not only financial\naccounts maintained in non-U.S. financial institutions, but also, unless held in accounts maintained by a financial institution, any\nstock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty\nother than a U.S. person, and any interest in a non-U.S. entity. U.S. holders may be subject to these reporting requirements unless their\ncommon shares are held in an account at certain financial institutions.\n\n \n\nThe\ndiscussion of reporting obligations set forth above is not intended to constitute an exhaustive description of all reporting obligations\nthat may apply to a U.S. holder. A failure to satisfy certain reporting obligations may result in an extension of the period during which\nthe IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied\nreporting obligation. Penalties for failure to comply with these reporting obligations are substantial. U.S. holders should consult with\ntheir own tax advisors regarding their reporting obligations under these rules, including the requirement to file an IRS Form 8938.\n\n \n\n**U.S.\nHolders should consult their tax advisors regarding any reporting obligations that may arise with respect to the acquisition, ownership\nor disposition of our common shares. Failure to company with applicable reporting requirements could result in substantial penalties.**\n\n \n\n**The\nforegoing discussion of certain U.S. federal income tax considerations is for general information only and is not intended to constitute\na complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our common shares. U.S. Holders\nshould consult their own tax advisors concerning the tax consequences applicable to their particular situations.**\n\n \n\n**F.\nDividends and Paying Agents**\n\n \n\nNot\napplicable.\n\n \n\n**G.\nStatement by Experts**\n\n \n\nNot\napplicable.\n\n \n\n**H.\nDocuments on Display**\n\n \n\nWe\nare subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers and under those\nrequirements, we file reports with the SEC. Those reports may be inspected without charge on the websites described below. As a\nforeign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy\nstatements, our executive officers, directors and principal shareholders are exempt from the short-swing profit\nrecovery provisions contained in Section 16 of the Exchange Act, and non-executive officer/director principal shareholders are exempt\nfrom the reporting requirements of Section 16. In addition, we are not required under the Exchange Act to file\nperiodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are\nregistered under the Exchange Act. Nevertheless, we will file with the SEC an Annual Report on Form 20-F containing financial\nstatements that have been examined and reported on, with an opinion expressed by an independent registered public accounting\nfirm.\n\n \n\nWe\nmaintain a corporate website at https://www.logprostyle.co.jp/. We post our Annual Report on our website promptly following it being\nfiled with the SEC. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual\nReport. We have included our website address in this Annual Report solely as an inactive textual reference.\n\n \n\nThe\nSEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file\nelectronically with the SEC. Our filings with the SEC are available to the public without charge through the SEC’s website at http://www.sec.gov.\n\n \n\nWith\nrespect to references made in this annual report to any contract or other document relating to the Company, such references are not necessarily\ncomplete and you should refer to the exhibits attached or incorporated by reference to this Annual Report for copies of the actual contract\nor document.\n\n \n\n87\n\n \n\n** **\n\n**I.\nSubsidiary Information**\n\n \n\nNot\napplicable."}