F-1/A: RYOJBABA CO., LTD. Files Ninth Amendment to IPO Registration Statement, Details Historical Equity Transactions

RYOJBABA CO., LTD. has filed its ninth pre-effective amendment to its Form F-1 registration statement, primarily to include the consent of its independent registered public accounting firm and update its exhibit index, while reiterating its intent for a U.S. initial public offering.

Summary

• RYOJBABA CO., LTD. filed Pre-Effective Amendment No. 9 to its Form F-1 Registration Statement on July 1, 2025.
• The primary purpose of this amendment is to file Exhibit 23.1, the Consent of TAAD, LLP (the independent registered public accounting firm), and to amend and restate the exhibit index.
• No changes were made to the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 7 filed on May 8, 2025.
• The company's Articles of Incorporation and the Companies Act of Japan provide for indemnification and limitation of liability for directors and corporate auditors, including for independent directors and corporate auditors against liabilities arising from simple negligence.
• RYOJBABA CO., LTD. maintains a directors and officers liability insurance policy.
• Historical common equity transactions include Enterprise Co., Ltd. (now rYojbaba Co., Ltd.) issuing 100 common shares to Masataka Sakai for 5,000,000 on January 5, 2015.
• On April 4, 2023, rYojbaba Co., Ltd. issued a warrant to HeartCore for consulting services related to its proposed initial public offering, exercisable for 3% of issued and outstanding common shares at $0.01 per share upon a Trigger Date (IPO, SPAC merger, or Fundamental Transaction).
• This original warrant was exchanged for a new warrant of rYojbaba Holdings, Inc. on September 7, 2023.
• On January 12, 2024, rYojbaba Holdings, Inc. distributed 10,000,000 common shares of rYojbaba Co., Ltd. to its shareholders in a spin-off, after which rYojbaba Holdings, Inc. dissolved.
• A second warrant exchange occurred on January 12, 2024, converting the rYojbaba Holdings, Inc. warrant into a Second New Warrant of rYojbaba Co., Ltd., exercisable for 300,000 common shares at $0.01 per share upon the IPO Date.
• Effective March 3, 2024, the company approved a 1-for-1,000 forward stock split, increasing issued and outstanding common shares from 10,000 to 10,000,000.
• On March 3, 2024, 300,000 stock acquisition rights were allotted to HeartCore, replacing the Second New Warrant, exercisable at $0.01 per share upon successful listing on Nasdaq Capital Market or NYSE American, representing 3% of fully diluted shares on the listing date.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the filing itself is administrative, it signifies continued progress towards a U.S. IPO, which is generally a positive milestone for a company. There are no negative financial or operational disclosures, only standard legal disclaimers.

Positives

• The filing of this amendment indicates progress towards the company's initial public offering in the U.S. market.
• The company has secured the necessary consent from its independent registered public accounting firm, TAAD, LLP, which is a crucial step for an IPO.
• The company has established indemnification provisions and maintains directors and officers liability insurance, which can attract and retain qualified management.

Risks

• The U.S. Securities and Exchange Commission's opinion that indemnification for liabilities arising under the Securities Act may be against public policy and therefore unenforceable, could expose directors, officers, and controlling persons to greater personal liability.

Future Outlook

The company anticipates its proposed initial public offering will commence as soon as practicable after the effective date of the registration statement. The stock acquisition rights granted to HeartCore are exercisable upon a successful listing on the Nasdaq Capital Market or NYSE American.

Industry Context

This filing is a standard administrative step in the process of a foreign private issuer (Japanese company) seeking to list its securities on a U.S. exchange. It reflects the ongoing regulatory compliance required for an initial public offering, particularly the need to secure auditor consents and update registration details.

Corporate Governance

Related Party Transactions

• On April 4, 2023, rYojbaba Co., Ltd. issued a warrant to HeartCore (Original Warrant) in exchange for services rendered as a consultant in connection with the proposed initial public offering.
• On March 3, 2024, the company allotted 300,000 stock acquisition rights to HeartCore in exchange for services rendered as a consultant in connection with the proposed initial public offering, substituting a previous warrant.

Stakeholder Impact

• Shareholders: The stock split increased the number of shares outstanding, potentially improving liquidity. The IPO, once effective, will allow public trading of shares, providing an exit opportunity for existing shareholders and access for new investors.
• Management/Directors: Indemnification provisions and D&O insurance aim to protect them from certain liabilities, though the SEC's stance on enforceability for Securities Act liabilities is noted.
• Consultants (HeartCore): Received warrants and stock acquisition rights tied to the IPO, aligning their interests with the company's successful public listing.

Next Steps

• The registration statement needs to become effective for the proposed sale to the public to commence.
• The company will need to file post-effective amendments to include any required prospectus updates, reflect fundamental changes, or include material information regarding the plan of distribution.
• Financial statements required by Item 8.A of Form 20-F will need to be furnished at the start of any delayed or continuous offering.

Key Dates

Keywords

IPO, F-1/A, SEC filing, RYOJBABA CO., LTD., stock split, warrant, stock acquisition rights, corporate governance, indemnification, HeartCore, Nasdaq, NYSE