SEC Comment Letter 0000000000-24-012782 to rYojbaba Co., Ltd. (RYOJ)
rYojbaba Co., Ltd.
Date: Nov. 19, 2024 · CIK: 0002012600 · Accession: 0000000000-24-012782
AI Filing Summary & Sentiment
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File numbers found in text: 333-281225
Letter
November 19, 2024 Ryoji Baba Chief Executive Officer rYojbaba Co., Ltd. 4-3-1, Ohashi, Minami-Ku Fukuoka-Shi, Fukuoka, 815-0033 Japan Re:rYojbaba Co., Ltd. Amendment No. 2 to Registration Statement on Form F-1 Filed November 8, 2024 File No. 333-281225 Dear Ryoji Baba: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our August 12, 2024 letter. Amendment No. 2 to Registration Statement on Form F-1, Filed November 8, 2024 Underwriting, page 127 1.We note that Boustead Securities, LLC is listed as an underwriter in this section, as well as at the bottom of the prospectus cover page, but all other reference to them have been removed from the registration statement. In addition, it would appear that Boustead Securities, LLC is not listed in Schedule 1 of the included Underwriting Agreement. Please remove all reference to Boustead Securities, LLC, or clarify the underwriting relationship between Network 1 Financial Securities Inc., Boustead Securities, LLC and you and update the disclosure and underwriting agreement accordingly.
November 19, 2024 Page 2 Notes to Unaudited Financial Statements Note 10 - Shareholders' Equity Stock Acquisition Rights, page F-38 2.Please disclose that the compensation expense related to the the 300,000 stock acquisition rights issued to HeartCore on March 3, 2024 for services as a consultant in connection with a successful proposed initial public offering (IPO) of the company will be recognized when the performance condition is met for the award. Refer to ASC 718-10-25-20.
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you have questions regarding comments on the financial statements and related matters. Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Craig D. Linder
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November 19, 2024
Ryoji Baba
Chief Executive Officer
rYojbaba Co., Ltd.
4-3-1, Ohashi, Minami-Ku
Fukuoka-Shi, Fukuoka, 815-0033
Japan
Re:rYojbaba Co., Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed November 8, 2024
File No. 333-281225
Dear Ryoji Baba:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 12, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1, Filed November 8, 2024
Underwriting, page 127
1.We note that Boustead Securities, LLC is listed as an underwriter in this section, as
well as at the bottom of the prospectus cover page, but all other reference to them
have been removed from the registration statement. In addition, it would appear
that Boustead Securities, LLC is not listed in Schedule 1 of the included Underwriting
Agreement. Please remove all reference to Boustead Securities, LLC, or clarify the
underwriting relationship between Network 1 Financial Securities Inc., Boustead
Securities, LLC and you and update the disclosure and underwriting agreement
accordingly.
November 19, 2024
Page 2
Notes to Unaudited Financial Statements
Note 10 - Shareholders' Equity
Stock Acquisition Rights, page F-38
2.Please disclose that the compensation expense related to the the 300,000 stock
acquisition rights issued to HeartCore on March 3, 2024 for services as a consultant in
connection with a successful proposed initial public offering (IPO) of the company
will be recognized when the performance condition is met for the award. Refer to
ASC 718-10-25-20.
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Craig D. Linder