SecProbe.io

CORRESP
 1
 filename1.htm

 RYOJBABA
CO., LTD.

 4-3-1,
Ohashi, Minami-Ku

 Fukuoka-Shi,
Fukuoka, 815-0033, Japan

 July
29, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Nicholas
 Nalbantian

 Dietrich
 King

 Re:
 rYojbaba
 Co., Ltd.

 Registration
 Statement on Form F-1

 CIK
 No. 0002012600

 File
 No. 333-281225

 Dear
Mr. Nalbantian and Mr. King:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Act"), rYojbaba Co., Ltd. (the "Company") respectfully
requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form
F-1 (the "Registration Statement") and declare such Registration Statement effective at 4:30 p.m., Eastern Time, on Thursday,
July 31, 2025, or as soon thereafter as practicable.

 Under
separate cover, you will receive today a letter from the representative of the underwriters of the proposed offering joining in the
Company's request for acceleration of the effectiveness of the Registration Statement.

 It
would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Craig D. Linder, Esq. of Anthony,
Linder & Cacomanolis, PLLC at (561) 514-0936.

 *
* * *

 Very
Truly Yours,

 rYojbaba
 Co., Ltd.

 /s/
 Ryoji Baba

 Ryoji
 Baba

 Chief
 Executive Officer

 cc:
Craig D. Linder, Esq.

CORRESP
 1
 filename1.htm

 D.
Boral Capital LLC

 590
Madison Avenue, 39 th Floor

 New
York, NY 10022

 July
29, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Nicholas Nalbantian

 Dietrich
King

 Re:
 rYojbaba
 Co., Ltd. (the "Company")

 Registration
Statement on Form F-1

 File
 No. 333-281225 (the "Registration Statement")

 Dear
Mr. Nalbantian and Mr. King:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the "Act"),
we hereby join the Company's request for acceleration of the above- referenced Registration Statement, requesting effectiveness
for 4:30 p.m., Eastern Time on Thursday, July 31, 2025, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus
dated May 8, 2025 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the
Preliminary Prospectus.

 The
undersigned, as the representative of the several underwriters, represents that the several underwriters have and will comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Please
contact Louis A. Bevilacqua of Bevilacqua PLLC, counsel of the representative of the underwriters, at 202-869-0888 (ext. 100)
to provide notice of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in
this matter.

 [ Signature
page follows ]

 Very
 truly yours,

 As
 representative of the underwriters

 D.
 BORAL CAPITAL LLC

 By:
 /s/
 Stephanie Hu

 Name:
 Stephanie
 Hu

 Title:
 Co-Head
 of Investment Banking

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)

November
20, 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.

    Amendment
    No. 2 to Registration Statement on Form F-1

    Filed
    November 8, 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. 3 (“Amendment
No. 3”) to the above-referenced Registration Statement on Form F-1. Amendment No. 3 is marked to show changes made from the
previous filing made on November 8, 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
November 19, 2024. We trust you shall deem the contents of this letter responsive to your comment letter.

Amendment
No. 2 to Registration Statement on Form F-1, Filed November 8, 2024

Underwriting,
page 127

    1.
    Comment:
    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.

    Response:
    In response to the Staff’s comment, Schedule 1 to the form of Underwriting Agreement (Exhibit 1.1 to Amendment No. 3) has
    been revised to include Boustead Securities, LLC.

Notes
to Unaudited Financial Statements

Note
10 - Shareholders’ Equity

Stock
Acquisition Rights, page F-38

    2.
    Comment:
    Please disclose that the compensation expense related to 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.

    Response:
    In response to the Staff’s comment, a description regarding the accounting policy on the stock based compensation has been
    added to Note 2 – Summary of Significant Accounting Policy, and the description of the stock acquisition rights in Note 10
    – Shareholders’ Equity has been revised accordingly, in the Notes to Unaudited Financial Statements as of and for the
    six months ended June 30, 2024.

If
the Staff has any further comments regarding Pre-Effective Amendment No. 3 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

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

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

August 12, 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.
Registration Statement on Form F-1
Filed August 2, 2024
File No. 333-281225
Dear Ryoji Baba:
            We have reviewed your 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 July 3, 2024 letter.
Registration Statement on Form F-1, Filed August 2, 2024
Notes to Consolidated Financial Statements
Note 6. Intangible Asset, page F-14
1.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.
2.Revise your table of estimated future amortization expense to reconcile to the net
intangible assets of $2,093,974 at December 31, 2023.

August 12, 2024
Page 2
General
3.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.
            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

CORRESP
1
filename1.htm

    LAURA
    ANTHONY, ESQ.
    WWW.ALCLAW.COM

    CRAIG
    D. LINDER, ESQ.*
    WWW.SECURITIESLAWBLOG.COM

    JOHN
    CACOMANOLIS, ESQ.**

    Associates
                                            and OF COUNSEL:

    CHAD
    FRIEND, ESQ., LLM
    DIRECT
    E-MAIL: LANTHONY@ALCLAW.COM

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

    JESSICA
    HAGGARD, ESQ. ****

    PETER
    P. LINDLEY, ESQ., CPA, MBA

    JOHN
    LOWY, ESQ.*****

    STUART
    REED, ESQ.

    LAZARUS
    ROTHSTEIN, ESQ.

    SVETLANA
    ROVENSKAYA, ESQ.******

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

*licensed
in CA, FL and NY

**licensed
in FL and NY

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

****licensed
in Missouri

*****licensed
in NY and NJ

******licensed
in NY and NJ

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

August
2, 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. – CIK No. 0002012600

    Amendment
    No.1 to Draft Registration Statement on Form F-1 (DRS), submitted June 25, 2024

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

Dear
Sir or Madam:

This
letter responds to the correspondence from the Staff of the Securities and Exchange Commission (the “SEC”) dated July 3,
2024 to Ryoji Baba, the Chief Executive Officer of rYojbaba Co., Ltd. (the “Company”), providing comments on the above-referenced
Amendment No. 1 to Draft Registration Statement on Form, submitted June 25, 2024 by the Company (the “Prior Filing”).

The
Company today filed via EDGAR its non-confidential Registration Statement on Form F-1 (the “New Filing”). We will
separately provide you with a courtesy copy of the New Filing that is redlined against the Prior Filing. The remainder of this letter
responds to the Staff’s comments on the Prior Filing, which are set forth below along with our responses on behalf of the Company.
We trust you shall deem the contents of this transmittal letter responsive to your comment letter.

Amendment
No.1 to Draft Registration Statement on Form F-1, Submitted June 25, 2024

Osteopathic
Industry, page 2

    1.
    Comment:
    We note your response to comment 3 and reissue in part. We acknowledge the new disclosure explaining the nature of the Japanese
    government subsidies; however, please also clarify if the “social problems” the Japanese government subsidy is targeting
    are the same problems as the labor rights your consulting services specialize in.

    Response:
    In response to the Staff’s comment, we have clarified in the New Filing that the social problems the Japanese government
    subsidy is targeting are the same problems as the labor rights our consulting services specialize in.

Note
to Consolidated Financial Statements

Note
6 – Intangible Assets, page F-14

    2.
    Comment:
    For the acquired contracts with 10 customers for HR consulting services from Global HR Technology Co., Ltd. (GHRT), of which your
    CEO is a shareholder, which was executed on September 15, 2023, please explain the rationale for accounting for the acquisition of
    customer contracts as intangible assets, how you determined the fair value of these customer contracts, and your consideration for
    accounting for this transaction as entities under common control. We note in your disclosure on page F-7 the acquisition of Sakai
    from GHRT, which is controlled by your directors, was accounted for as entities under common control. Also, explain and disclose
    who is receiving the consideration paid of $1,726,433, and the relationship of your CEO/majority shareholder and board of directors
    with the ownership and board of GHRT at the time of this transaction. Refer to ASC 805- 50 and ASC 850-10-50.

    Response:
                                            We respectfully advise the Staff that the acquisition of customer contracts is not
                                            classified as a transaction under common control from the following reasoning.

    (a)
    The accounting for this transaction and the relationship of our CEO

    As
    of January 1, 2022, Global HR Technology Co., Ltd. (“GHRT”) was majority-owned by the CEO and director of rYojbaba Co.,
    Ltd., Ryoji Baba (34.35% directly owned by him and 16.04% indirectly owned by him through Great Shine Enterprises Ltd., his asset
    management company, which Mr. Baba owned 100%). However, on December 29, 2022, Mr. Baba sold all his shares in Great Shine Enterprises
    Ltd. to a third party. Therefore, Mr. Baba no longer had a 16.04% ownership in GHRT through Great Shine Enterprise Ltd. As a result,
    Mr. Baba’s remaining ownership interest in GHRT was 34.35% and he no longer had control through his voting interest. Therefore,
    on and after December 29, 2022, GHRT and rYojbaba Co., Ltd. would no longer be considered under common control under ASC810-10-15-8
    and ASC 805-50. Notwithstanding, this transaction should be accounted for as a related party transaction between GHRT and rYojbaba
    Co., Ltd. under ASC850-10-50. To clarify, we revised Notes 1 and 6 of the audited financial statements for the year ended December
    31, 2023 to the Form F-1.

Amendment
No.1 to Draft Registration Statement on Form F-1, Submitted June 25, 2024

Osteopathic
Industry, page 3

    (b)
                                            The rationale for accounting

    GHRT
    provides labor consulting services similar to rYojbaba Co., Ltd. and maintained good relationships with customers of the 10 customer
    contracts. Although the 10 customer contracts lack physical evidence, the acquisition of these customer contracts from GHRT directly
    provides the benefit of increasing revenues to rYojbaba Co., Ltd. The Company determined to treat and classify these customer contracts
    as intangible assets other than goodwill under ASC350-30, based on the consideration that it is more appropriate to treat them as
    intangible assets, not as an expense, as these customer contracts are estimated to provide future economic benefit to the Company.

    In
    accordance with ASC 805-50-30-2, asset acquisition, in which the consideration given is cash, is measured by the amount of cash paid,
    which generally includes the transaction costs of the asset acquisition. In addition, the Company determined to measure the customer
    contracts and related customer relationship at cost based on the guidance, KPMG Handbook Asset Acquisitions.

    (c)
    The fair value determination and the receiver of consideration

    In
    accordance with ASC 350-30, Mr. Baba, the CEO, considered the historical experience in the customer relationships that occurred when
    the customers were customers of GHRT. As the CEO had historical experience on the 10 customer contracts, he determined and negotiated
    with the GHRT management, the recipient of cash consideration, a cash sales price of 269,346,000 yen (US$1,726,433) including consumption
    tax which was paid.

    The
    negotiation estimated an acquisition fair value based on the annual consulting fees multiplied by 7 years since the HR services are
    recurring work. It was estimated that the consulting services are expected to be renewed every year and continue over 7 years.

    In
    terms of the historical service periods, management analyzed contract periods for the 10 contracts based on both the service history
    and market information in the consulting industry in Japan, which is presented in the footnotes of listed consulting companies’
    disclosure regarding customer relationship acquisitions. While the average service period for the 10 contracts was 4.2 years as of
    the succession subject to the history, the period was 12.1 years subject to the market information. Considering these results of
    the analysis, management assessed that value based on the consulting period should be determined from 4 years to 12 years.

    Based
    on the analysis above, the Company concluded that the acquisition price should have been calculated by multiplying the annual consulting
    fee of GHRT by 7 years, which is almost in the middle of the range from 4 years to 12 years.

If
the Staff has any further comments regarding 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 ● FAX 561-514-0832

July 3, 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. 1 to Draft Registration Statement on Form F-1
Submitted June 25, 2024
CIK No. 0002012600
Dear Ryoji Baba:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
April 23, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1, Submitted June 25, 2024
Prospectus Summary
Company Overview, page 2
1.We note your response to comment 3 and reissue in part. We acknowledge the new
disclosure explaining the nature of the Japanese government subsidies; however, please
also clarify if the "social problems" the Japanese government subsidy is targeting are the
same problems as the labor rights your consulting services specialize in.

July 3, 2024
Page 2
Notes to Consolidated Financial Statements
Note 6 - Intangible Assets, page F-14
2.For the acquired contracts with 10 customers for HR consulting services from Global HR
Technology Co., Ltd. (GHRT), of which your CEO is a shareholder, which was executed
on September 15, 2023, please explain the rationale for accounting for the acquisition of
customer contracts as intangible assets, how you determined the fair value of these
customer contracts, and your consideration for accounting for this transaction as entities
under common control. We note in your disclosure on page F-7 the acquisition of Sakai
from GHRT, which is controlled by your directors, was accounted for as entities under
common control. Also, explain and disclose who is receiving the consideration paid of
$1,726,433, and the relationship of your CEO/majority shareholder and board of directors
with the ownership and board of GHRT at the time of this transaction. Refer to ASC 805-
50 and ASC 850-10-50.
            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

United States securities and exchange commission logo
April 23, 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.
Draft Registration Statement on Form F-1
Submitted March 29, 2024
CIK No. 0002012600
Dear Ryoji Baba:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1, Submitted March 29, 2024
Company Overview, page 1
1.Please disclose here the percentage of your revenue that you derive from your consulting
services and the percentage from your health services.
2.Please clarify on page 2 what is meant by the title "Administrative Scrivener."
3.On page 2, in the fifth paragraph, you refer to and describe select "high unit price
consulting contracts." Please balance this disclosure by clarifying whether these contracts
are representative of the type found in your consulting service business and, if they are not
representative, please clarify the significance of these contracts to your overall business.
In addition, please expand upon and clarify here the process through which the
government is subsidizing the payment of consulting fees.

 FirstName LastNameRyoji Baba
 Comapany NamerYojbaba Co., Ltd.
 April 23, 2024 Page 2
 FirstName LastName
Ryoji Baba
rYojbaba Co., Ltd.
April 23, 2024
Page 2
Osteopathic Industry, page 2
4.Please define and provide a brief description of what you mean by osteopathy medicine.
Organizational Structure, page 4
5.Please disclose the identity or ultimate natural person or persons behind the term "The
Other Shareholder." In addition, please clarify the apparent inconsistency between the
organizational chart that identifies a 19.7% shareholder, and the Principal Shareholders
section which identifies Mr. Saito as a 6.4% shareholder but leaves the remaining 13.3%
holding unaccounted for.
Corporate Information, page 6
6.We note your disclosure that you were founded in 2015, but you also disclose on page 3
that you opened your first osteopathic clinic in 1989. Please clarify your disclosure, here
and elsewhere in the registration statement, to better identify when your business began
and the steps that took you from opening you first osteopathic clinic in 1989 to your
combined osteopathic/labor relations business today. Refer to Item 4.A.4 of Form 20-F, as
incorporated by Item 4.a of Form F-1.
Summary of Risk Factors, page 10
7.We note your disclosure here and on page 14 that COVID-19 "could" adversely impact
your operations; however, your disclosure on page 59 suggests that the COVID-19
pandemic did have a material negative impact on your business. Please updated risk
factors characterized as potential if COVID-19 did have a material impact on your
business.
Risk Factors, page 13
8.We note your disclosure on page 86 that your osteopathic business regularly receives
clients between the ages of 0 and 15. Please clarify whether there are any material risks
associated with treating children and revise your disclosure accordingly.
Risks Related to Our Business
We are implementing new growth strategy, priorities..., page 17
9.We note your disclosure at the end of this risk factor identifying expansion into new
geographical markets as part of your long-term growth strategy. Please consider preparing
a standalone risk factor addressing expansion into new geographic markets, as the current
risk factor heading is relatively broad and does not reflect the content of the risk factor.

 FirstName LastNameRyoji Baba
 Comapany NamerYojbaba Co., Ltd.
 April 23, 2024 Page 3
 FirstName LastName
Ryoji Baba
rYojbaba Co., Ltd.
April 23, 2024
Page 3
Use of Proceeds, page 49
10.We note your disclosure in this section that you may use some of the proceeds to expand
your osteopathic business through mergers and acquisitions as well as franchising. We
also note your disclosure elsewhere in the registration statement, such as on page 25, that
you plan on expanding your business outside of Japan in the United States and Southeast
Asia. If you plan on using the proceeds of this offering to expand internationally, please
state as much and if the proceeds may or will be used to finance acquisitions of other
businesses, give a brief description of such businesses and information on the status of the
acquisitions. Refer to Item 3.C..2 and .4 of Form 20-F, as incorporated by Item 4.a of
Form F-1.
Management's Discussion and Analysis Financial Condition and Results of Operations, page 54
11.We note your risk factor disclosure on page 30 indicating that your osteopathic services
business has experienced "inflationary pressures" and that these inflationary pressures are
"weighing" on the retail sector. Please disclose any known trends or uncertainties that
have had or are reasonably likely to have a material impact on your cash flows, liquidity,
capital resources, cash requirements, financial position, or results of operations arising
from, related to, or caused by inflation.
Description of Business
Osteopathic Industry, page 72
12.We note the disclosure elsewhere in the registration statement describing your relationship
with future "prospective" franchisees. It appears that franchising is a future potential
business segment and not one that currently exists. If that is the case, please disclose as
much in this section to clarify.
Employees
Consulting Services, page 84
13.It would appear that Mr. Baba is the only person currently employed in the Consulting
Services portion of your business. If that is the case, please state as much, or disclose the
total number of full-time and part-time employees. Refer to Item 6.D of Form 20-F, as
incorporated by Item 4.a of Form F-1.
General
14.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameRyoji Baba
 Comapany NamerYojbaba Co., Ltd.
 April 23, 2024 Page 4
 FirstName LastName
Ryoji Baba
rYojbaba Co., Ltd.
April 23, 2024
Page 4
            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