SecProbe.io

CORRESP
1
filename1.htm

    LAURA
                                            ANTHONY, ESQ.

    CRAIG
    D. LINDER, ESQ.*

    JOHN
    CACOMANOLIS, ESQ.**

    Associates
    and OF COUNSEL:

    CHAD
    FRIEND, ESQ., LLM

    MICHAEL
    R. GEROE, ESQ., CIPP/US***

    JESSICA
    HAGGARD, ESQ. ****

    christopher
    t. hines *****

    PETER
    P. LINDLEY, ESQ., CPA, MBA

    JOHN
    LOWY, ESQ.******

    STUART
    REED, ESQ.

    LAZARUS
    ROTHSTEIN, ESQ.

    SVETLANA
    ROVENSKAYA, ESQ.*******

    HARRIS
    TULCHIN, ESQ. ********

    WWW.ALCLAW.COM

    WWW.SECURITIESLAWBLOG.COM

    DIRECT
    E-MAIL: LANTHONY@ALCLAW.COM

*licensed
in CA, FL and NY

**licensed
in FL and NY

***licensed
in CA, DC, MO and NY

****licensed
in Missouri

*****licensed
in CA and DC

******licensed
in NY and NJ

*******licensed
in NY and NJ

********licensed
in CA and HI (inactive in HI)

August
19, 2024

VIA
ELECTRONIC EDGAR FILING

Office
of Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    rYojbaba
                                            Co., Ltd.

    Registration
    Statement on Form F-1

    Filed
    August 2, 2024

    File
    No. 333-281225

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of rYojbaba Co., Ltd. (the “Company”) Pre-Effective Amendment No. 1 (“Amendment
No. 1”) to the above-referenced Registration Statement on Form F-1. Amendment No. 1 is marked to show changes made from the
previous filing made on August 2, 2024 (the “Prior Filing”). We have included a narrative response herein keyed to
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) set forth in the Staff’s comment letter to Ryoji Baba, Chief Executive Officer of the Company, dated
August 12, 2024. We trust you shall deem the contents of this letter responsive to your comment letter.

Registration
Statement on Form F-1, Filed August 2, 2024

Notes
to Consolidated Financial Statements

Note
6. Intangible Asset, page F-14

    1.
    Comment:
    Refer to your response to comment 2. Please explain why you used seven years as the estimated useful life of the customer relationships
    when your historical average service period for the ten contracts acquired was 4.2 years and did not discount the estimated future
    cash flows of the annual consulting fees in determining the acquisition price of these assets. Also, explain why you believe it is
    appropriate to amortize your customer lists over seven years and revise your disclosure accordingly. Refer to ASC 350-30.

    Response:
                                            We respectfully advise the Staff that the acquisition of customer contracts, and answer
                                            your inquiries as follows.

    As
    we responded in the prior response, we accounted for this transaction in accordance with ASC 805-50-30-2, “asset acquisition.”
    In particular, the consideration is measured by the amount of cash paid, which generally includes the transaction costs of the asset
    acquisition. Moreover, the Company determined to measure the customer contracts and related customer relationships at cost based
    on the guidance, KPMG Handbook Asset Acquisitions.

    (a)
    the reason why we used seven years as the estimated useful life of the customer relationships:

    When
    we estimated the useful life of the customer relationship (“customer lists”), we referred to ASC 350-30-35 a through
    f. If we analyzed the nature of customer lists, we could use the information that met the definition in ASC 350-10-35 a, b c and
    d.

    -
    ASC350-30-35-3a
    and b: According to market information in Japan, the labor consulting contracts would have continued for 12.1 years.

    -
    ASC350-30-35-3c:
    The labor consulting agreements of GHRT are expected to be renewed every year.

    -
    ASC350-30-35-3d:
    According to GHRT, the customer lists contracts had continued for 4.2 years since inception when GHRT and we concluded the acquired
    contract.

    -
    ASC350-30-35-3e:
    N/A

    -
    ASC350-30-35-3f:
    N/A

    Subject
                                            to the information above, the customer lists already had gone by 4.2 years out of 12.1 years,
                                            the remaining period should have been approximately 7 years.

    Accordingly,
    we estimated that the term should have continued for 7 years, and we assumed that this period should have been a reasonably useful
    life of the acquired customer lists under ASC 350-30-35-3.

    (b)
    the reason why we did not discount the estimated future cash flows of the annual consulting fees in determining the acquisition price
    of these assets:

    As
    we presented in the prior response, we solely determined the acquired price by mutual negotiation between both parties. We determined
    the price based on the past service history. Thus, we neither used any specialists nor used any specific valuation methods, such
    as discounted cash flows.

    Our
    CEO internally examined the reasonableness of the acquired price by the estimated future cash flows. Moreover, our discount rate
    was extremely low, approximately 1%, and immaterial to consider.

    Subject
    to our estimate, the negotiated price was reasonable, and we paid the price in cash. Thus, the amount paid in cash should be fair
    value and treated as the cost of the acquisition of customer lists under ASC 350 and 805.

    (c)
    the reason why we believe it is appropriate to amortize our customer lists over seven years and did not revise our disclosure
    accordingly.

    According
    to the information given in (a) and the definition of ASC350-30-35-2, we determined that the amortization period shall be
    7 years. Thus, we have not revised the disclosure.

    2.
    Comment:
    Revise your table of estimated future amortization expense to reconcile to the net intangible assets of $2,093,974 at December
    31, 2023.

    Response:
                                            We respectfully advise the Staff regarding the amortization table as follows:

    There
    are two types of intangible assets: customer relationships (“customer lists”) and store operating rights. While the former
    shall be amortized, the latter has indefinite rights presented in F-9.

    Subject
    to the response in 1 above, we estimated that the carrying value of customer lists is $1,644,140. In addition, we prepared the amortization
    table for customer lists until the completion of useful life, 7 years. Moreover, we modified calculation errors in the table (See
    F-14).

General

    3.
    Comment:
    We note that previous draft versions of this registration statement referred to employment agreements entered into with Ryoji
    Baba and Satoshi Saito on March 3, 2024. In this registration statement those references have been removed. If these employment agreements
    exist, please restore the disclosure and include them as exhibits. Alternatively, please explain why the disclosure is no longer
    needed.

    Response:
    We acknowledge the SEC’s comment. However, the disclosure regarding the Company entering into employment agreements with Ryoji
    Baba and Satoshi Saito on March 3, 2024 was in error due to a misunderstanding between the scriveners of the disclosure and the
    Company. No employment agreements were entered into by the Company with Ryoji Baba and Satoshi Saito on March 3, 2024. Rather,
    on March 3, 2024, the shareholders of the Company in a general shareholders meeting renewed the appointment of Ryoji Baba and Satoshi
    Saito to their current positions and Ryoji Baba and Satoshi Saito accepted the renewed appointed positions. Therefore, there are
    no employment agreements to include as exhibits to Amendment No. 1.

If
the Staff has any further comments regarding Pre-Effective Amendment No. 1 to the registration statement on Form F-1, or any subsequent
amendments to the Company’s registration statement on Form F-1, please feel free to contact the undersigned.

    ANTHONY,
    LINDER & CACOMANOLIS, PLLC

    By:

    /s/
    Laura Anthony

    Laura
    Anthony, Esq.

    cc:
    Robert
    Shapiro /U.S. Securities and Exchange Commission

    Lyn
    Shenk /U.S. Securities and Exchange Commission

    Nicholas
    Nalbantian /U.S. Securities and Exchange Commission

    Dietrich
    King /U.S. Securities and Exchange Commission

    Ryoji
    Baba / rYojbaba Co., Ltd.

    Craig
    D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC

1700
PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936