IPO - rYojbaba Co., Ltd.

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Form Type: F-1/A

Filing Date: 2025-07-01

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225017331

Filing Summary: This document is a Pre-Effective Amendment No. 9 to the Form F-1 registration statement for rYojbaba Co., Ltd., filed with the SEC on July 1, 2025. The purpose of this amendment is to file Exhibit 23.1, the Consent of TAAD, LLP, and to update the exhibit index. No other changes have been made to the registration statement. rYojbaba Co., Ltd. is an emerging growth company preparing for an initial public offering, and indicates plans to commence public sale as soon as practicable after the registration becomes effective. Historical common equity transactions are noted, including the issuance of common shares and warrants connected to previous financial arrangements. Notably, a spin-off transaction occurred on January 12, 2024, where rYojbaba Holdings, Inc. distributed shares to its shareholders before dissolving. These events lead up to the company’s initial public offering, set to list on major exchanges such as Nasdaq or NYSE. Additionally, the document discusses indemnification of officers and a liability insurance policy for directors, solidifying governance in line with the Companies Act of Japan.

Additional details:

Cik: 8742


Corporate Action: ipo


Type: Update


Form Type: F-1/A


Exhibit 23 1: Consent of TAAD, LLP


Historical Common Equity Transactions: On January 5, 2015, issued 100 common shares for ¥5,000,000; on April 4, 2023, issued a warrant for services regarding IPO; and a spin-off on January 12, 2024, distributing 10,000,000 common shares to investors.


Stock Split: Effective March 3, 2024, a 1-for-1,000 stock split resulted in 10,000,000 common shares outstanding.


Indemnification Of Directors: Article 330 of the Companies Act applicable, with coverage for liabilities under certain conditions.


Directors Insurance: Liability insurance is maintained for directors and corporate auditors.


Form Type: F-1/A

Filing Date: 2025-05-30

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225012986

Filing Summary: This document serves as Pre-Effective Amendment No. 8 to the Form F-1 registration statement for rYojbaba Co., Ltd., filed with the U.S. Securities and Exchange Commission. The purpose of this amendment is to include the Consent of TAAD, LLP, and to amend the exhibit index in Part II of the Registration Statement. The amendment does not change the previously filed prospectus or other significant details from Amendment No. 7. It notes that the proposed sale to the public is expected to commence promptly after the effective date of the registration. The registrant confirms its status as an 'emerging growth company' under the Securities Act and has not elected to use the extended transition period for new accounting standards. The company maintains liability insurance for its directors and corporate auditors and provides details about indemnification practices under Japanese law. Additionally, important past transactions such as the spin-off of rYojbaba Co., Ltd. from its former parent company, rYojbaba Holdings, Inc. are discussed, alongside various warrant transactions and their exchanges. The latest amendments highlight the ongoing preparations for an initial public offering scheduled to take place following necessary regulatory approvals.

Additional details:

Address: 4-3-1, Ohashi, Minami-Ku Fukuoka-Shi, Fukuoka, 815-0033, Japan


Telephone: +81 (92) 553-0344


Agent Name: Cogency Global Inc.


Agent Address: 122 East 42nd Street, 18th Floor New York, NY 10168


Agent Telephone: (800) 221-0102


Exhibit Number: 23.1

Exhibit Description: Consent of TAAD, LLP


Form Type: F-1/A

Filing Date: 2025-05-08

Corporate Action: Ipo

Type: New

Accession Number: 000164117225009218

Filing Summary: Ryojbaba Co., Ltd. is conducting an initial public offering (IPO) of 1,250,000 common shares with an anticipated price range of $4.00 to $5.00 per share. This filing represents a pre-effective amendment to their registration statement under the Securities Act of 1933, indicating that the securities may be offered on a delayed or continuous basis. The company is aiming for a listing on either the NYSE American or The Nasdaq under the symbol 'RYOJ'. As of now, there hasn't been a public market for Ryojbaba's shares, and if the IPO succeeds, the controlling shareholder Ryoji Baba will hold approximately 71.3% of the company’s voting power, enabling him to influence shareholder decisions significantly. Ryojbaba focuses on alleviating work-related stress through consulting and health services and reported revenues of approximately $11.6 million for 2024. The business operates 28 osteopathic clinics and two beauty salons, with significant revenues generated from health services.

Additional details:

Common Shares Offered: 1250000


Ipo Price Range: $4.00 - $5.00


Representative Warrants: 87500


Exercise Price Rep Warrants: $5.00


Proceeds Before Expenses: 4597500


Voting Power After Offering: 71.3%


Form Type: F-1/A

Filing Date: 2025-04-22

Corporate Action: Ipo

Type: New

Accession Number: 000164117225005742

Filing Summary: rYojbaba Co., Ltd. is filing a pre-effective amendment to its registration statement on Form F-1 for an initial public offering (IPO) of 1,250,000 common shares with an expected price range of $4.00 to $5.00 per share. The document outlines the objectives of the company, which focuses on mitigating work-related stress through consulting and health services. The company, headquartered in Fukuoka, Japan, currently operates 28 clinics and two beauty salons but has no prior public market for its shares. Ryoji Baba, the CEO, will maintain significant control post-offering, owning approximately 71.3% of voting power if all shares are sold. The filing underscores the intention to list shares on either the NYSE American or The Nasdaq, detailing corporate governance implications as a controlled company. Additionally, the document touches on the risks associated with investing in its shares, emphasizing the need for careful consideration of the proposed offering’s associated risks and economic conditions.

Additional details:

Company Name: RYOJBABA CO., LTD.


Shares Offered: 1250000


Offer Price Range: $4.00 - $5.00


Expected Initial Listing: NYSE American or Nasdaq


Control Voting Power After Offering: 71.3%


Form Type: F-1/A

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: New

Accession Number: 000149315225006517

Filing Summary: rYojbaba Co., Ltd. is conducting its initial public offering (IPO) seeking to sell 1,250,000 common shares, no par value, anticipated to be priced between $4.00 and $5.00 per share. The company aims to list its shares on either the NYSE American or The Nasdaq Capital Market under the symbol 'RYOJ'. The registration statement is a pre-effective amendment related to this offering that discusses both the corporate structure and business operations focusing on alleviating work-related stress through consulting and health services. The primary revenue streams include health services, which made up 87% of $10,963,365 in revenues for the fiscal year ended December 31, 2023. The document warns potential investors of the risks associated with the investment and outlines the company’s controlled status post-offering due to significant share ownership by the CEO, Ryoji Baba.

Additional details:

Approximate Date Of Commencement Of Proposed Sale: As soon as practicable after the effective date


Number Of Common Shares Offered: 1,250,000


Initial Public Offering Price Range: $4.00 to $5.00


Exercise Price Of Warrants: $4.00


Representatives Warrants Number: 87,500


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