M&A: Medirom Healthcare Technologies Inc.

Form Type: CORRESP

Filing Date: 2024-09-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465924102555

Comments: Medirom Healthcare Technologies Inc. has responded to a comment letter from the SEC concerning their Registration Statement on Form F-1, filed on August 23, 2024. The response details two acquisition agreements: a share transfer agreement to acquire 70% of Japan Gene Medicine Corporation (JGMC) and a business transfer agreement to acquire rehabilitation business assets from Y's, Inc. The company emphasizes that both acquisitions have undergone significance tests (investment, asset, and income tests) to assess their materiality. The JGMC Acquisition resulted in a 48.7% significance level for the investment test, 3.7% for the asset test, and 9.2% for the income test while the Y's Acquisition generated a 0.5% significance level for the investment test, 1.9% for the asset test, and 6.7% for the income test. Since none exceeded the 50% threshold individually or in aggregate, the company concludes that detailed financial statements are not required. The anticipated consummation dates for these acquisitions are around October 1, 2024, for Y's Acquisition and later for the JGMC Acquisition, which depends on the closing of the offering described in the Registration Statement.

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