Business Context and Reporting Period
This Form 6-K filing by rYojbaba Co., Ltd. covers the month of August 2025, specifically detailing the company's Initial Public Offering (IPO). The company, headquartered in Fukuoka, Japan, operates in labor consulting, osteopathic clinics, and beauty salons. The filing reports the successful closing of the IPO on August 15, 2025, following the pricing of shares on August 13, 2025.
Key Financial Metrics
- Gross Proceeds: $5,000,000 from the sale of 1,250,000 common shares.
- Net Proceeds: Approximately $3,894,210 after deducting underwriting commissions, discounts, and offering expenses.
- Offering Price: $4.00 per share.
- Underwriting Discount: 7% (purchase price to underwriter was $3.72 per share).
- Expense Allowance: 1% of gross proceeds paid to the representative.
- Warrant Issuance: Warrants issued to purchase 7% of the shares sold (87,500 shares total, split between D. Boral Capital LLC and Boustead Securities, LLC) at an exercise price of $5.00 per share.
- Over-Allotment Option: A 45-day option granted to the underwriter to purchase up to 187,500 additional shares.
Material Changes
The primary material change reported is the transition from a private entity to a public company listed on the Nasdaq Capital Market under the ticker symbol "RYOJ," commencing trading on August 14, 2025. The filing does not provide comparative financial data (revenue, profit, or cash flow) for prior periods as this is a transaction-specific report regarding the capital raise rather than a periodic financial statement.
Outlook, Management Commentary, and Risks
Use of Proceeds: Management intends to utilize the net proceeds primarily for working capital and general corporate purposes. Specific allocations include:
- Implementation and development of an IT platform for labor consulting services.
- Hiring additional consultants.
- International expansion of consulting business.
- Expansion of osteopathic clinics and beauty salons via mergers, acquisitions, and franchising.
Risks and Contingencies: The Underwriting Agreement includes customary indemnification provisions where the Company indemnifies the Representative against liabilities under the Securities Act of 1933. The filing notes that the summary of terms is subject to the full text of the Underwriting Agreement and Warrants.
Investor Verification Checklist
- Verify the final number of shares sold if the over-allotment option is exercised within the 45-day window.
- Confirm the exact total offering expenses deducted to reconcile the net proceeds figure of $3,894,210.
- Review the full Underwriting Agreement (Exhibit 10.1) for specific covenants and indemnification limits.
- Monitor the exercise of the Representative's Warrants (43,750 shares each to D. Boral and Boustead) exercisable between February 14, 2026, and August 14, 2030.
- Check subsequent filings for the actual deployment of capital toward the stated IT platform and expansion plans.