rYojbaba Co Ltd美股招股说明书(2025-08-14版)

RYOJBABA CO., LTD. We are offering 1,250,000 common shares, no par value. This is our initial public offering. Prior to the offering, there has been no public market for our common shares. The initial publicoffering price of the 1,250,000 common shares is $4.00 per share. We are also seeking to register (i) warrants to purchase 87,500 common shares (or warrants to purchase 100,625 common shares if the underwriters exercise the over-allotment option in full)(the “Representative’s Warrants”), being issued to the representative of the underwriters (the “Representative”) in connection with the offering, as well as (ii) 87,500 common shares (or 100,625 commonshares if the underwriters exercise the over-allotment option in full) issuable upon exercise of the Representative’s Warrants at an exercise price of $5.00 per share (125% of the initial public offeringprice). Our common shares have been approved for listing on The Nasdaq Capital Market (the “Nasdaq”) under the symbol “RYOJ”, subject to official notice of issuance. Currently, Ryoji Baba, our Chief Executive Officer and a member of our board of directors, beneficially owns a total of 8,024,000 common shares, which represents approximately 80.2% of thevoting power of our outstanding common shares, directly and indirectly through Miracle Exploration Technologies Limited. Following this offering, Mr. Baba controls approximately 71.3% of thevoting power of our outstanding common shares if all the common shares in this offering are sold (or 70.2% of our outstanding voting power if the underwriters’ option to purchase additional shares isexercised in full). As a result of his voting power, he will be able to control any action requiring the general approval of our shareholders, including the election of our board of directors, the adoption ofamendments to our articles of incorporation and the approval of any merger or sale of substantially all of our assets. As such, we are deemed to be a “controlled company” as defined in Rule 5615(c)(1)of the Nasdaq listing standards because more than 50% of our voting power will be held by Mr. Baba after the offering. As a “controlled company,” we are exempt by Rule 5615(c)(2) of the Nasdaqlisting standards from the requirements of Rule 5605(b), (d) and (e) of the Nasdaq listing standards that would otherwise require us to have (i) a majority of the board of directors consist of“independent” directors under the listing standards of the Nasdaq, (ii) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporategovernance committee charter meeting the requirements of the Nasdaq, and (iii) a compensation committee composed entirely of independent directors and a written compensation committee chartermeeting the requirements of the Nasdaq. Consequently, we are exempt from independent director requirements of Rule 5605(b), (d) and (e) of the Nasdaq listing standards, except for the requirementsunder Rule 5605(b)(2) of the Nasdaq thereof pertaining to executive sessions of independent directors and those under Rule 5605(c)(2)(A) of the Nasdaq pertaining to the Audit Committee. Accordingly,you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq. See“Prospectus Summary—Implications ofBeing a Controlled Company.” We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectusand future filings. See “Prospectus Summary— Implications of Being an Emerging Growth Company and a Foreign Private Issuer.” Investing in our common shares involves a high degree of risk. Before purchasing any shares, potential investors should carefully read the discussion of the material risks of investingin our common shares under the heading “Risk Factors” beginning on page 13 of this prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or recognized the adequacy or accuracy ofthis prospectus. Any representation to the contrary is a criminal offense. (1)Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to D. Boral Capital LLC, the Representative of the underwriters. We have alsoagreed to issue warrants to the Representative. We have also agreed to reimburse the Representative for certain accountable expenses. See “Underwriting” beginning on page 122 of this prospectusfor additional information regarding the compensation payable to the underwriters. We have granted a 45-day option to the underwriters to purchase up to 187,500 additional common shares solely to cover over-allotments, if any. If the underwriters exercise the option in full,the total underwriting cash discounts and commissions payable by us will be $402,500,