6-K
rYojbaba Co., Ltd. (RYOJ)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number: 001-42781
rYojbabaCo., Ltd.
4-3-1, Ohashi, Minami-Ku
Fukuoka-Shi, Fukuoka, 815-0033, Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATIONCONTAINED IN THIS FORM 6-K REPORT
On or about March 2, 2026, rYojbaba Co., Ltd. (the “Company”) released a Notice of Convocation (the “Notice”) of the Company’s Annual General Meeting of Shareholders (the “Meeting”) to be held on Friday, March 27, 2026 at 10:00 a.m. (Japanese Standard Time)/ Thursday, March 26, 2026 at 9:00 p.m. (Eastern Time), in Fukuoka-shi, Japan, for the following purpose, as more fully described in the Notice:
Mattersto be Reported:
Business Report for the 11th Fiscal Year (From January 1, 2025 to December 31, 2025)
Mattersto be Resolved:
| Proposal No. 1: | Approval of the Non-Consolidated<br> Financial Statements for the 11th Fiscal Year (From January 1, 2025 to December 31, 2025) |
|---|---|
| Proposal No. 2: | Partial Amendment to the<br> Articles of Incorporation |
| Proposal No. 3: | Reduction in the Amount<br> of Capital |
| Proposal No. 4: | Election of Three (3) Directors |
| Proposal No. 5: | Election of Two (2) Corporate<br> Auditors |
| Proposal No. 6: | Amendment to the Terms<br> of the Second Series Stock Acquisition Rights |
Shareholders are encouraged to read the Notice, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, which includes, among other things, non-consolidated Financial Statements for the 11th Fiscal Year prepared in accordance with Japanese generally accepted accounting principles, a Business Report for the 11^th^Fiscal Year, information with respect to the directors and corporate auditors proposed for election, and a proposed amendment to the Articles of Incorporation and terms of the Second Series Stock Acquisition Rights.
Also on or about March 2, 2026, the Company released a proxy card and voting instruction (the “Proxy Card”), a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
This report on Form 6-K does not constitute a proxy solicitation. Shareholders wishing to attend, and/or vote their shares at, the Meeting should refer to, and follow the instructions set forth in, the Notice and the Proxy Card.
EXHIBITINDEX
| Exhibit No | Description |
|---|---|
| 99.1 | Notice of Convocation of the 11^th^ Annual General Meeting of Shareholders |
| 99.2 | Proxy Card and Voting Instructions |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| rYojbaba Co., Ltd. | |
|---|---|
| By: | /s/ Ryoji Baba |
| Ryoji Baba | |
| Chief Executive Officer |
Date: March 2, 2026
Exhibit 99.1
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Stock Symbol: NASDAQ: RYOJ
March 2, 2026
Dear Shareholders
| 4-3-1<br> Ohashi, Minami-ku, Fukuoka-shi, Fukuoka | |
|---|---|
| rYojbaba<br> Co., Ltd. | |
| Representative<br> Director | Ryoji<br> Baba |
Notice of Convocation of the 11th Ordinary General Meeting of Shareholders
Dear Shareholders,
We hereby notify you that the 11th Ordinary General Meeting of Shareholders of rYojbaba Co., Ltd. (the “Company”) will be held as detailed below. Please note that I, Ryoji Baba, Representative Director, will not be present at the venue on the day due to prior commitments and will participate online from overseas.
For this shareholders’ meeting, electronic provision measures have been implemented. The items subject to electronic provision are posted on the Company’s Website: https://ryojbaba.co.jp/investor-relations/
If you are unable to attend the meeting in person, you may exercise your voting rights or appoint a proxy to exercise them using one of the methods below. We kindly ask that you review the reference documents for the shareholders’ meeting posted on the electronic disclosure platform and exercise your voting rights or appoint a proxy to exercise them by 12:59 PM on Wednesday, March 25, 2026 (JapaneseStandard Time) / 11:59 PM on Tuesday, March 24, 2026 (Eastern Time).
【Exercising or Delegating Voting Rights by Mail (Written)】
Please indicate your approval or disapproval of the proposals on the enclosed Proxy Statement/Voting Form and return it using the enclosed return envelope so that it arrives by the above deadline. Note that your vote by mail will only be considered valid if the completed Proxy Card arrives at the designated address by the voting deadline. To ensure that your vote is properly submitted and received in time, we strongly recommend voting via the Internet.
【For Exercising Voting Rights via the Internet】
Please access the voting website (https://www.proxyvote.com) and enter your vote for or against each proposal according to the instructions on the enclosed Proxy and Voting Form.
When exercising voting rights via the internet, please review the “Guidelines for Internet Voting” on page 3 of this Notice.
(Note)To beneficial owners holding shares through a securities firm or other nominee:
If you hold shares in the Company through a broker, bank, or other nominee, please follow the instructions and deadlines provided by your financial institution or its proxy voting service provider (e.g., Broadridge) when submitting your voting instructions.
The voting methods and deadlines described in this document apply only to shareholders registered in the shareholder registry (record holders) and may differ from the methods applicable to beneficial owners holding shares through a broker or other nominee.
To ensure your voting instructions are properly reflected, please strictly follow the procedures and deadlines provided by your broker, bank, or their agent (e.g., Broadridge).
Sincerely
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| 1. | Date<br> and Time | Friday,<br> March 27, 2026, 10:00 AM (Registration opens at 9:30 AM) (Japanese Standard Time)<br><br> <br>Thursday,<br> March 26, 2026, 9:00 PM (Registration opens at 8:30 PM) (Eastern Time) |
|---|---|---|
| 2. | Venue | Conference<br> Room, 3rd Floor Conference Room, 4-3-5 Ohashi, Minami-ku, Fukuoka-shi, Fukuoka |
| 3. | Agenda | |
| --- | --- | |
| Matters<br> to Be Reported | 1. | Business<br> Report for the 11th Fiscal Year (January 1, 2025 to December 31, 2025) |
| --- | --- | --- |
| Matters<br> to Be Resolved | ||
| --- | --- | |
| Proposal<br> No. 1 | Approval<br> of the Non-Consolidated Financial Statements for the 11th Fiscal Year (January 1, 2025 to December 31, 2025) | |
| Proposal<br> No. 2 | Partial<br> Amendment to the Articles of Incorporation | |
| Proposal<br> No. 3 | Reduction<br> in the Amount of Capital | |
| Proposal<br> No. 4 | Election<br> of Three (3) Directors | |
| Proposal<br> No. 5 | Election<br> of Two (2) Corporate Auditors | |
| Proposal<br> No. 6 | Amendment<br> to the Terms of the Second Series Stock Acquisition Rights |
End
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|---|---|
| ◎ | If<br> you plan to attend the meeting in person, we kindly ask that you submit the enclosed proxy voting form at the reception desk. |
| --- | --- |
| Should<br> any amendments be made to the electronic disclosure items, the revised content will be posted on the respective websites where they<br> are published. | |
| If<br> no indication of approval, disapproval, or abstention is provided for any resolution, it will be treated as an indication of approval. | |
| I,<br> Ryoji Baba, Representative Director, will not be present at the venue on the day due to prior commitments and will participate online<br> from overseas. |
[ImportantNotice Regarding Financial Information Prepared in Accordance with Japanese Accounting Standards]
The financial statements for the fiscal year ended December 31, 2025, as presented in the Business Report and the accompanying Financial Statements, have been prepared solely in accordance with Japanese Generally Accepted Accounting Principles (“GAAP”) on a non-consolidated basis. They have not been reviewed or audited in accordance with the standards of the U.S. Public Company Accounting Oversight Board (“PCAOB”) or U.S. Generally Accepted Auditing Standards (“GAAS”). Furthermore, they do not present all information necessary to understand the Company’s performance for the fiscal year ended December 31, 2025. The consolidated financial statements based on U.S. GAAP for the fiscal year ending December 31, 2025, are still subject to management review and adjustments and reconciliations to U.S. GAAP, the Company’s other closing procedures, and the results of the audit by the Company’s independent auditor based on PCAOB standards. They may differ from the Company’s non-consolidated Japanese GAAP results for that period due to the completion of the Company’s closing procedures, the audit under PCAOB standards, differences between non-consolidated and consolidated results, and other matters that may arise during the audit process.
The Company’s U.S. independent auditor has not performed an audit, review, compilation, or other procedures on the Japanese GAAP financial statements included in the Business Report or the attached Japanese GAAP financial statements under either PCAOB standards or U.S. GAAP. Therefore, the Company’s U.S. independent auditor does not express an opinion or any other assurance on these statements.
The Company plans to file its Annual Report on Form 20-F, including audited financial statements for the year ended December 31, 2025, prepared in accordance with U.S. GAAP, with the U.S. Securities and Exchange Commission (“SEC”) by the filing deadline specified by the SEC. The financial information contained in such Annual Report (including the audited financial statements prepared in accordance with U.S. GAAP) may differ from the financial information disclosed in this Business Report and the accompanying Financial Statements prepared in accordance with Japanese GAAP. Therefore, the financial information prepared in accordance with Japanese GAAP should not be considered a substitute for the Company’s audited annual financial statements prepared in accordance with U.S. GAAP, nor does it necessarily imply any future period. Accordingly, undue reliance should not be placed on the information prepared in accordance with Japanese GAAP.
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This document is a translation of the original Japanese version and is provided for referencepurposes only. In the event of any inconsistencies or discrepancies between this translation and the original Japanese document, the Japaneseversion shall take precedence. The Company accepts no liability for any direct, indirect, or other damages arising from the use of thistranslation.
[Guidelines for Internet Voting]
When exercising voting rights via the Internet, please be aware of the following points before proceeding.
| 1. | Voting<br> via the Internet is only possible through the Company’s designated voting website (https://www.proxyvote.com).<br> Please note that the voting website cannot be accessed via mobile phones. |
|---|---|
| 2. | Due<br> to the need for tabulation of voting results, please exercise your voting rights via the<br> internet by 12:59 PM on Wednesday, March 25, 2026 (Japanese Standard Time) / 11:59 PM on<br> Tuesday, March 24, 2026 (Eastern Time). |
| 3. | If<br> you exercise your voting rights both in writing and via the internet, the internet vote will<br> be treated as the valid vote. |
| 4. | If<br> you cast multiple votes via the internet, only the last vote cast will be considered valid. |
| 5. | You<br> will receive a 16-digit control number, which will be used to verify that the voter is the<br> shareholder themselves. Please keep it safe until after the conclusion of this General Meeting,<br> just as you would keep a password. Please note that we cannot respond to inquiries regarding<br> your voting code or password. |
| 6. | Accessing<br> the voting website may incur connection fees charged by your internet service provider and<br> communication charges (such as telephone fees) charged by your telecommunications carrier.<br> These charges are the responsibility of the shareholder. |
【RegardingAcceptance of Advance Questions】
To facilitate constructive dialogue with our shareholders, we will accept advance questions regarding this Ordinary General Meeting of Shareholders from shareholders holding voting rights. Please note that advance questions must pertain solely to matters related to the agenda items of this Annual General Meeting.
Shareholders may submit questions through the Pre-Meeting Question Platform available on Broadridge Financial Solutions’ proxy voting website. A direct link to the site will be provided on each shareholder’s proxy card.
To access the platform, shareholders must enter their unique control number, which is printed on the proxy card. After logging in, shareholders will be able to cast their vote and submit questions directly through the site via the Pre-Meeting Question Platform.
Questions received in advance will be organized by the Chief Executive Officer, considering factors such as content duplication and time constraints, and will be answered collectively to the extent possible on the day of the Ordinary General Meeting of Shareholders.
Please note that we cannot guarantee responses to all questions, and we do not plan to provide individual responses or written answers at a later date.
Furthermore, we may refrain from answering questions regarding unpublished material information, future performance, fundraising, M&A, or other strategic matters.
End
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
Reference Documents for the General Meeting of Shareholders
Proposals and Reference Items
ProposalNo. 1: Approval of the Non-Consolidated Financial Statements for the 11th Fiscal Year (January 1, 2025 to December 31, 2025)
During the 11th Fiscal Year, the Company conducted its business as detailed in the attached Business Report, and the Board of Directors prepared the Non-Consolidated Financial Statements for the 11th Fiscal Year, submitted them to the Board of Corporate Auditors, and approved them after receiving the Audit Report. Accordingly, we request the approval of the Ordinary General Meeting of Shareholders.
The details of this proposal are as described in the attached documents.
The Board of Directors has determined that the financial statements for the 11th fiscal year accurately present the Company’s assets, liabilities, income, and expenses in accordance with applicable laws and regulations and the Articles of Incorporation.
ProposalNo. 2: Partial Amendment to the Articles of Incorporation
| 1. | Reason<br> for Proposal |
|---|
This amendment adds new business purposes in preparation for future business development and expansion of revenue opportunities, and makes necessary changes such as revisions to article numbers and wording accompanying these changes.
If the amendment to the Articles of Incorporation in this proposal is approved, it shall take effect upon the conclusion of this Ordinary General Meeting of Shareholders.
| 2. | Details<br> of the Amendment |
|---|
The details of the amendment are as follows.
(Underlined portions indicate changes)
| Current<br> Articles of Incorporation | Proposed<br> Amendment |
|---|---|
| (Purpose) | (Purpose) |
| Article<br>2 The purpose of the Company is to engage in the following businesses. | Article<br> 2 The purpose of the Company is to engage in the following businesses. |
| 1.~8.<br> (Omitted) | 1.~8.<br> (As is) |
| 9.<br> Planning, design, development, manufacturing, sales, licensing, maintenance, management, leasing, import/export, and intermediary<br> services related to the following: | 9.<br> Planning, design, development, manufacturing, sales, licensing, maintenance, management, leasing, import/export, and intermediary<br> services related to the following: |
| (a)<br> to (c) (omitted) | (a)<br> to (c) (As is) |
| (New) | (d)<br> Foodstuffs, sugar, oils and fats, feed and their raw materials, livestock, agricultural, livestock, and fishery products, processed<br> foods, alcoholic beverages, and other food and beverage items |
| (New) | (e)<br> Daily necessities, clothing, furniture |
| (New) | (f)<br> Pharmaceuticals, quasi-drugs, cosmetics, nursing care and welfare products, health equipment, beauty equipment, etc. |
| (New) | (g)<br> Various machinery and equipment (including measuring instruments and medical devices), manufacturing facilities, communication equipment,<br> pollution control and other facilities, vehicles, automobiles, ships, aircraft, and their parts, etc. |
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
| (New) | (h)<br> Iron, non-ferrous metals, and their raw materials, products, and mineral products, etc. |
|---|---|
| (New) | (i)<br> Timber, cement, other construction materials, and housing equipment-related appliances, etc. |
| (New) | (j)<br> Audio equipment, lighting equipment, video equipment, and special effects equipment, etc. |
| 10.~17.<br> (Omitted) | 10.~17.<br> (As is) |
| 18.<br> Planning, production, and sales of educational materials related to the preceding item | (Deleted) |
| (New) | 18.<br> Secondhand Dealer under the Secondhand Goods Business Act |
| 19.<br> Development and sales of health equipment, medical equipment, and beauty equipment | (Deleted) |
| 20.<br> Sales of pharmaceuticals, quasi-drugs, and cosmetics, etc. | (Deleted) |
| 21.<br> Operation of Chiropractic Clinics | 19.<br> Operation of Chiropractic Clinics |
| 22.<br> Operation of Acupuncture Clinics | 20.<br> Operation of Acupuncture Clinics |
| 23.<br> Operation of Fitness Clubs | 21.<br> Operation of Fitness Clubs |
| 24.<br> Coaching and training for franchise chain stores | 22.<br> Coaching and training for franchise chain stores |
| 25.<br> Any and all consulting services incidental to the foregoing items | 23.<br> Any and all consulting services incidental to the foregoing items |
| (New) | 24.<br> Planning, production, and sales of educational materials related to the preceding item |
| 26.<br> All businesses incidental to the foregoing items | 25.<br> All businesses incidental to the foregoing items |
ProposalNo. 3: Reduction in the Amount of Capital
Considering the Company’s current business scale, and to maintain the soundness of its future financial position while ensuring flexibility and agility in its capital policy, the Company will reduce its capital pursuant to Article 447, Paragraph 1 of the Companies Act and transfer the amount to other capital surplus.
Please note that this is a transfer between items within the net assets section. There will be no change in the Company’s net assets or the total number of issued shares. Therefore, this will not affect the number of shares held by shareholders or the net assets per share.
| 1. | Outline<br> of Capital Reduction |
|---|
Amount of Capital to be Reduced
The capital of 368,825,000 yen will be reduced by 363,825,000 yen, resulting in a capital of 5,000,000 yen.
| (2) | Method<br> of Capital Reduction |
|---|
This will be a non-refundable capital reduction without payment. The total number of issued shares will remain unchanged, and the entire amount of the reduced capital of 363,825,000 yen will be transferred to other capital surplus.
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
| 2. | Capital<br> Reduction Schedule (Planned) |
|---|---|
| (1) | Date<br> of Public Notice for Creditors’ Objections: March 28^th^, 2026 |
| --- | --- |
| (2) | Final<br> Date for Creditors to File Objections: April 28^th^, 2026 |
| (3) | Effective<br> Date of Capital Reduction: April 29^th^, 2026 |
ProposalNo. 4: Election of Three (3) Directors
The terms of Directors Ryoji Baba and Yusuke Hirata will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, to further strengthen the Company’s management structure, we propose to increase the number of directors by one and request the election of three directors.
The candidates for directors are as follows.
| Candidate<br><br> <br>No. | Name<br><br> <br>(Date<br> of Birth) | Brief<br> History, Position, Responsibilities, and Significant Concurrent Positions | Number<br> of Shares of the Company Owned | |
|---|---|---|---|---|
| 1 | [Reappointment]<br><br> <br>Ryoji<br> Baba<br><br> <br>(October<br> 22, 1978) | January<br> 2017 | Corporate<br> Auditor, NATTY SWANKY HOLDINGS Co., Ltd. (Current Position) | 8,024,000<br> shares |
| August<br> 2018 | Outside<br> Director, Last One Mile Co., Ltd. | |||
| April<br> 2019 | Representative<br> Director, Global HR Technologies Co., Ltd. (Current Position)<br><br> <br>Representative<br> Director, ADI Co., Ltd. (Current Position) | |||
| July<br> 2021 | CEO,<br> Miracle Exploration Technologies Limited (Current Position) | |||
| December<br> 2021 | Corporate<br> Auditor, Take Action Co., Ltd. (Current Position) | |||
| March<br> 2022 | Representative<br> Director, rYojbaba Co., Ltd. (Current Position) | |||
| April<br> 2023 | Advisor,<br> OneGoal Law Firm (Current Position) | |||
| (Significant<br> Concurrent Positions)<br><br> <br>Corporate<br> Auditor, NATTY SWANKY HOLDINGS Co., Ltd.<br><br> <br>Representative<br> Director, ADI Co., Ltd.<br><br> <br>CEO,<br> Miracle Exploration Technologies Limited<br><br> <br>Corporate<br> Auditor, Take Action Co., Ltd.<br><br> <br>Representative<br> Director, rYojbaba Co., Ltd. | ||||
| 2 | Takayuki<br> Nakano<br><br> <br>(June<br> 20, 1984) | September<br> 2023 | Executive<br> Officer, N Co., Ltd. (Current Position) | 131,703<br> shares |
| June<br> 2024 | Representative<br> Director, Global HR Technology Co., Ltd. | |||
| January<br> 2025 | Representative<br> Director, Runbridge Real Estate Management Co., Ltd. (Current Position) | |||
| March<br> 2025 | Representative<br> Director, Runbridge Inc. (Current Position) | |||
| July<br> 2025 | Director,<br> Medical Corporation Shinseikai (Current Position) | |||
| (Significant<br> Concurrent Positions)<br><br> <br>Executive<br> Officer, N Co., Ltd.<br><br> <br>Representative<br> Director, Runbridge Real Estate Management Co., Ltd.<br><br> <br>Representative<br> Director, Runbridge Inc.<br><br> <br>Director,<br> Medical Corporation Shinseikai | ||||
| 3 | Hiroyuki<br> Oishi<br><br> <br>(May<br> 2, 1984) | October<br> 2003 | Joined<br> Sakai Seikotsuin (Head Clinic) | 94,000<br> shares |
| October<br> 2010 | Joined<br> Sakai Seikotsuiin Nishi Co., Ltd. | |||
| January<br> 2023 | Transferred<br> from Sakai Seikotsuin Nishi Co., Ltd. to rYojbaba Co., Ltd. | |||
| December<br> 2024 | Representative<br> Director, Clear Space Co., Ltd. (Current Position) | |||
| January<br> 2025 | Transferred<br> from rYojbaba Co., Ltd. to Sakai Seikotsuin Nishi Co., Ltd. (Current Position) | |||
| (Significant<br> Concurrent Positions)<br><br> <br>Representative<br> Director, Clear Space Co., Ltd. |
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
| (Note) | 1. | [Reappointment]<br> indicates a candidate for reappointment. |
|---|---|---|
| 2. | There<br> are no special interests between the candidates and the Company. | |
| 3. | The<br> Company has entered into a directors and officers liability insurance contract with an insurance company as prescribed in Article<br> 430-3, Paragraph 1 of the Companies Act. This contract provides indemnification for damages, including compensation claims and litigation<br> expenses, incurred by the insured party during the policy period arising from the performance of their duties. Each candidate will<br> be included as an insured party under this contract. Furthermore, the Company intends to renew the contract under the same terms<br> at the next renewal date. | |
| 4. | If<br> the appointment of Mr. Takayuki Nakano is approved, the Company intends to appoint Mr. Takayuki Nakano as Representative Director<br> at the Board of Directors meeting to be held after this Ordinary General Meeting of Shareholders. |
ProposalNo. 5: Election of Two (2) Corporate Auditors
Corporate Auditors, Kensuke Okabe and Hideki Nakamura will resign upon the conclusion of this General Meeting of Shareholders. Therefore, we request the election of two (2) Corporate Auditors.
Two (2) candidates for Corporate Auditors are proposed to be elected as a replacement for the retiring Corporate Auditors. Their term of office, as stipulated in the Company’s Articles of Incorporation, shall extend until the conclusion of the Ordinary General Meeting of Shareholders for the fiscal year ending December 2027, which is the term of the retiring Corporate Auditors.
This proposal has been approved by the Board of Corporate Auditors.
The candidates for Corporate Auditors are as follows.
| Candidate<br><br> <br>No. | Name<br><br> <br>(Date<br> of Birth) | Brief<br> History, Position, Responsibilities, and Significant Concurrent Positions | Number<br> of Shares of the Company Owned | |
|---|---|---|---|---|
| 1 | Takeharu<br> Kato<br><br> <br>(May<br> 19, 1984) | October<br> 2009 | Passed<br> the Japan Bar Examination | 0<br> shares |
| December<br> 2010 | Registered<br> as an Attorney at Law (Tokyo Bar Association, Registration No. 42701) | |||
| December<br> 2012 | Established<br> Legal Japan Tokyo Law Office (Representative Attorney; later renamed as A.I.Links Law Office) (Current Position) | |||
| May<br> 2016 | Appointed<br> as a Director of A.I.Links Social Insurance and Labor Consultant Corporation | |||
| (Significant<br> Concurrent Positions)<br><br> <br>Representative<br> Attorney, A.I. Links Law Office | ||||
| 2 | Yoshiro<br> Imamura<br><br> <br>(September<br> 19, 1969) | April<br> 1995 | Joined<br> Fukuda Hideaki Tax Accountant Office | 0<br> shares |
| April<br> 1999 | Joined<br> Kyushu Mitsushin Construction Co., Ltd. | |||
| August<br> 2002 | Passed<br> Tax Accountant Examination | |||
| January<br> 2004 | Established<br> Imamura Yoshiro Tax Accountant Office (Current Position) | |||
| May<br> 2019 | Joined<br> NX Tax Accountant Corporation | |||
| July<br> 2022 | Established<br> Cross-border Tax Accountant Corporation<br><br> <br>Representative,<br> Fukuoka Branch (Current Position) | |||
| November<br> 2022 | Appointed<br> as Director, Yamasei Co., Ltd. (Current Position) | |||
| (Significant<br> Concurrent Positions)<br><br> <br>Sole<br> Proprietor, Imamura Yoshiro Tax Accountant Office<br><br> <br>Representative,<br> Fukuoka Branch, Cross-border Tax Accountant Corporation<br><br> <br>Director,<br> Yamasei Co., Ltd. (4-31 Shimo-Gofukumachi, Hakata-ku, Fukuoka City) |
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
| (Note) | 1. | Mr.<br> Takeharu Kato and Yoshiro Imamura are candidates for outside Corporate Auditors. |
|---|---|---|
| 2. | There<br> are no special interests between Mr. Takeharu Kato and Yoshiro Imamura and the Company. | |
| 3. | The<br> reason for nominating Mr. Takeharu Kato as an outside Corporate Auditor candidate is that he possesses specialized expertise as an<br> Attorney at Law, and it is expected that he will be able to fully utilize this expertise to play a significant role in deciding important<br> matters and supervising management execution as an outside Corporate Auditor of the Company. | |
| 4. | The<br> reason for nominating Mr. Yoshiro Imamura as an outside Corporate Auditor candidate is that he possesses specialized expertise as<br> a Tax Accountant, and it is expected that he will be able to fully utilize this expertise to play a significant role in deciding<br> important matters and supervising management execution as an outside Corporate Auditor of the Company. | |
| 5. | If<br> the appointment of Mr. Takeharu Kato and Yoshiro Imamura is approved, the Company plans to enter into an agreement with Mr. Takeharu<br> Kato and Yoshiro Imamura to limit liability for damages under Article 427, Paragraph 1 of the Companies Act. The maximum liability<br> amount under this agreement shall be the minimum liability limit specified in Article 425, Paragraph 1 of the same Act. | |
| 6. | The<br> Company has entered into a directors and officers liability insurance contract with an insurance company as prescribed in Article<br> 430-3, Paragraph 1 of the Companies Act. This contract provides compensation for damages, litigation costs, and other losses incurred<br> by the insured party arising from claims for damages made during the insurance period due to the performance of their duties. Each<br> candidate will be included as an insured party under this insurance contract. Furthermore, the Company plans to renew this contract<br> with the same terms at the next renewal date. |
ProposalNo. 6: Amendment to the Terms of the Second Series Stock Acquisition Rights
The Company resolved at its Board of Directors meeting held on January 29, 2026, to amend the terms of the Second Stock Acquisition Rights as set forth in the “Comparison Table of Old and New Terms for the Second Stock Acquisition Rights” below (hereinafter referred to as the “Amendment”).
The Amendment involves adjustments to the “Conditions for Exercising Stock Acquisition Rights” to ensure compliance with the Japanese Companies Act regarding provisions related to so-called cashless exercise. Furthermore, since no over-allotment sale of shares occurred after the listing on the NASDAQ market, it also includes revisions concerning the “Number of Stock Options” and “Conditions for Exercising Stock Options” related to this matter.
In this regard, the Amendment does not materially alter the content of the shares that can be acquired through exercise, the exercise conditions, economic value, or other substantive rights. Furthermore, the formula used in the Amendment aims to maintain the economic relationship based on the previous exercise price of US$5. Therefore, it does not confer new economic benefits on the holders of stock acquisition rights and does not constitute a change to “conditions particularly favorable to persons other than shareholders.” Accordingly, it was approved by a resolution of the Board of Directors as described above.
Nevertheless, regarding the approval of the Amendment, from the perspective of further ensuring the importance of governance and legal stability within the Company, we are also requesting preliminary approval at this Ordinary General Meeting of Shareholders.
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
“Comparison Table of Old and New Terms for Second Series Stock Acquisition Rights”
(Only the amended portions of terms of the stock acquisition rights are listed and indicated with underlining.)
| Current | Revised |
|---|---|
| “Number<br> of Stock Acquisition Rights”<br><br> <br>100,625<br> units<br><br> <br><br><br> <br>“Value<br> of Assets to be Contributed upon Exercise of Stock Acquisition Rights or Method of Calculating Such Value”<br><br> <br><br><br> <br>The<br> assets to be contributed upon exercise of these stock acquisition rights shall be cash. The value thereof shall be the amount obtained<br> by multiplying the subscription price per share (hereinafter referred to as the “Exercise Price”) receivable upon exercise<br> of each stock acquisition right by the number of shares granted.<br><br> <br><br><br> <br>The<br> initial Exercise Price shall be US$5.<br><br> <br><br><br> <br>Furthermore,<br> if the Company conducts a stock split or consolidation of shares after the grant date of these stock acquisition rights, the Exercise<br> Price shall be adjusted using the following formula, and any fraction less than US$0.01 resulting from the adjustment shall<br> be rounded up.<br><br> <br><br><br> <br>1<br><br> <br>Adjusted<br> Exercise Price = Pre-Adjustment Exercise Price ×____________________________<br><br> <br>Ratio<br> of stock split or consolidation of shares<br><br> <br><br><br> <br>If,<br> after the grant date of these stock acquisition rights, the Company issues new shares or disposes of treasury stock at a price below<br> the Exercise Price (excluding the issuance of new shares and disposal of treasury stock based on the exercise of stock acquisition<br> rights, the delivery of the Company’s common shares in exchange for the acquisition of shares issued by the Company with a<br> call provision or a call option, and the transfer of treasury stock through a share exchange), the payment date for such issuance<br> or disposal (or the last day of the payment period, if one is set) shall be the effective date, and the adjusted Exercise Price shall<br> be the payment amount or disposal price applicable to such issuance or disposal. | “Number<br> of Stock Acquisition Rights”<br><br> <br>87,500<br> units<br><br> <br><br><br> <br>“Value<br> of Assets to be Contributed upon Exercise of Stock Acquisition Rights or Method of Calculating Such Value”<br><br> <br><br><br> <br>The<br> assets to be contributed upon exercise of these stock acquisition rights shall be cash. The value thereof shall be the amount obtained<br> by multiplying the subscription price per share (hereinafter referred to as the “Exercise Price”) receivable upon exercise<br> of each stock acquisition right by the number of shares granted<br><br> <br><br><br> <br>The<br> initial Exercise Price shall be US$0.00001.<br><br> <br><br><br> <br>Furthermore,<br> if the Company conducts a stock split or consolidation of shares after the grant date of these stock acquisition rights, the Exercise<br> Price shall be adjusted using the following formula, and any fraction less than US$0.00001 resulting from the adjustment shall<br> be rounded up.<br><br> <br><br><br> <br>1<br><br> <br>Adjusted<br> Exercise Price = Pre-Adjustment Exercise Price × ____________________________<br><br> <br>Ratio<br> of stock split or consolidation of shares<br><br> <br><br><br> <br>If,<br> after the grant date of these stock acquisition rights, the Company issues new shares or disposes of treasury stock at a price below<br> the Exercise Price (excluding the issuance of new shares and disposal of treasury stock based on the exercise of stock acquisition<br> rights, the delivery of the Company’s common shares in exchange for the acquisition of shares issued by the Company with a<br> call provision or a call option, and the transfer of treasury stock through a share exchange), the payment date for such issuance<br> or disposal (or the last day of the payment period, if one is set) shall be the effective date, and the adjusted Exercise Price shall<br> be the payment amount or disposal price applicable to such issuance or disposal. |
| - 9 - |
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
| “Conditions<br> for Exercising Stock Acquisition Rights”<br><br> <br>①<br> When exercising one or more of these stock acquisition rights, the number of shares to be delivered to the holder upon such exercise<br> must be an integer, any fractional portion less than one share shall be discarded, and no shares shall be allocated. No monetary<br> adjustment shall be made for such discarding of fractions.<br><br> <br>②<br> Holders of stock acquisition rights may not exercise such rights until the Company’s shares (including depositary receipts)<br> are listed on a financial instruments exchange established under the laws of a foreign country.<br><br> <br>③<br> The number of stock acquisition rights that a holder may exercise shall initially be 87,500. If, upon the initial listing of the<br> Company’s common stock on a financial instruments exchange established under the laws of a foreign country, a secondary offering<br> of shares is conducted through an over-allotment, the holder may exercise up to 100,625 stock acquisition rights, proportional to<br> the ratio of the number of shares offered through the over-allotment to the number of shares offered in the public offering. | “Conditions<br> for Exercising Stock Acquisition Rights”<br><br> <br>①<br> When exercising one or more of these stock acquisition rights, the number of shares to be delivered to the holder upon such exercise<br> must be an integer, any fractional portion less than one share shall be discarded, and no shares shall be allocated. No monetary<br> adjustment shall be made for such discarding of fractions.<br><br> <br>②<br> Holders of stock acquisition rights may not exercise such rights until the Company’s shares (including depositary receipts)<br> are listed on a financial instruments exchange established under the laws of a foreign country.<br><br> <br>③<br> The number of stock acquisition rights that a holder may exercise shall be limited to the lesser of the number of rights held<br> by the holder or the number calculated using the following formula (X):<br><br> <br><br><br> <br>Y<br> = (A - B)<br><br> <br>X<br> = _____________<br><br> <br>A<br><br> <br><br><br> <br>Y<br> = Number of shares subject to the exercised stock acquisition rights<br><br> <br>A<br> = Fair market trading price per share of the Company<br><br> <br>B<br> = US$5<br><br> <br><br><br> <br>The<br> “fair market transaction price” shall be deemed to be the highest price among the ordinary transaction prices or quoted<br> prices published by Bloomberg Limited Partnership on a financial instruments exchange established under the laws of a foreign country<br> during the 20 trading days prior to exercise. |
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
Business Report for the 11^th^ Fiscal Year
From January 1, 2025
to December 31, 2025
Notes:
| ● | The<br> financial results reflected in the Business Report are non-consolidated and have been prepared in accordance with Japanese<br> GAAP solely to comply with the requirements of the Companies Act of Japan. These materials have not been audited or reviewed in accordance<br> with U.S. GAAP. |
|---|---|
| ● | As<br> a result, they may differ materially from the consolidated financial statements prepared in accordance with U.S. GAAP, which will<br> be included in the Company’s Annual Report on Form 20-F to be filed with the SEC at a later date. |
Forward-LookingStatements Disclaimer:
This Business Report contains certain statements that are, or may deemed to be, “forward-looking statements” regarding our plans, expectations, thoughts, beliefs, estimates, goals and outlook for the future. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new projects, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this Business Report, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with Japanese GAAP. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.
| 1. | Matters Concerning the Company’s Current Status |
|---|
| (1) | Business Progress and Results |
|---|
In 2025, the Japanese economy saw a continued recovery trend in personal consumption and corporate activity. However, the business environment surrounding companies remained uncertain due to factors such as rising prices, increased labor costs, and exchange rate fluctuations. Addressing the worsening labor shortage, particularly in the service industry, and properly managing labor costs have become one of the most critical challenges in corporate management.
Furthermore, within the global economy, against the backdrop of monetary policy trends in the U.S. and Europe and ongoing geopolitical risks, companies are required to make sophisticated management decisions that go beyond mere cost reduction. They must simultaneously build sustainable labor management systems and strengthen compliance.
| - 11 - |
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
In this environment, rYojbaba Co., Ltd. (the “Company”) provides consulting services primarily to labor unions and to companies seeking to build constructive relationships with labor unions. For labor unions, the Company focuses on increasing membership rates. For companies, the Company provides support in operating whistleblower programs and implementing stress check systems. For both parties, the Company proposes constructive approaches for step-by-step dispute resolution.
In recent years, against the backdrop of increasing foreign nationals and the expansion of the international labor market, the need for advanced labor governance has grown. Consequently, the Company’s role has become increasingly important both domestically and internationally.
In fiscal year 2025, demand for labor environment improvements remained robust, driven by intensifying competition for talent among Japanese companies and heightened compliance awareness.
Meanwhile, fees from traditional legal advisory contracts totaled ¥289 million (previous year: ¥539 million). This reflects a strategic shift toward enhancing our business portfolio and international expansion, not a simple decline in demand.
As a result, net sales were ¥337 million (previous fiscal year: ¥688 million), operating profit was ¥45 million (previous fiscal year: ¥243 million), and net loss for the period was ¥221 million (previous fiscal year: net profit of ¥189 million).
Please note that the primary reason for the net loss of ¥221 million for the current period was the recognition of ¥268 million in stock issuance costs associated with the listing on the U.S. NASDAQ Capital Market (“NASDAQ”) as non-operating expenses. This expense represents a one-time listing-related cost. Excluding this item, the Company’s operating activities continue to progress steadily.
Furthermore, as the Company is listed on the NASDAQ, the Company submits consolidated financial statements based on U.S. GAAP to the SEC. Under U.S. GAAP, this expense is treated as an equity transaction and does not affect profit or loss. This expense is a one-time equity-related cost associated with the listing and does not impact the Company’s fundamental operating profitability or future cash flow generation capabilities.
This fiscal year was a crucial period for establishing our business foundation for global expansion through developing an international labor support infrastructure, transitioning to a model focused on supporting foreign worker markets, and deepening international organizational collaboration.
Specifically, the signing of comprehensive agreements for international labor support and labor union infrastructure development has accelerated our shift from a domestic-centric model to a sustainable support model targeting international labor markets, including ASEAN.
Going forward, we will generate stable cash flow based on this foundation and achieve medium- to long-term growth in corporate value.
| (2) | Status of Investment in Equipment |
|---|
There are no applicable items.
| (3) | Status of Fundraising |
|---|
During the current fiscal year, the Company listed on the NASDAQ in the United States on August 14, 2025, and raised ¥727 million through a public offering associated with this listing. Additionally, during the current fiscal year, a portion of the first series of stock acquisition rights granted to HeartCore Enterprises, Inc. was exercised, resulting in the issuance of 300,000 shares of the Company’s common stock. The exercise price for these stock acquisition rights was ¥1 per share. No new borrowings were made during the current fiscal year.
| - 12 - |
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
| (4) | Status Regarding Acquisition or Disposition of Other Companies’ Shares, Other Equity Interests, or Stock Options, etc. |
|---|
There are no applicable items.
| (5) | Status of Business Transfers, Absorption-Type Splits, or New-Entity Splits |
|---|
Effective January 1, 2025, we transferred three stores in the Health Division and one store in the Beauty Division to our subsidiary, Sakai Seikotsuin Nishi Co., Ltd.
| (6) | Acquisition of another company’s business |
|---|
There are no applicable items.
| (7) | Succession of Rights and Obligations Related to the Business of Other Corporations through Absorption Mergers or Absorption Splits |
|---|
There are no applicable items.
| (8) | Issues to Address |
|---|
Although we recorded an ordinary loss for the current period due to one-time expenses associated with our U.S. market listing, we will utilize the funds raised through the listing to pursue business expansion and strengthen our profitability going forward.
| (9) | Changes in Assets and Profit/Loss (Japanese GAAP) |
|---|
| Category | 9th<br> Fiscal Year Ended<br><br> <br>December<br> 2023 | 10th<br> Fiscal Year Ended<br><br> <br>December<br> 2024 | 11th<br> Fiscal Year Ended<br><br> <br>December<br> 2025 |
|---|---|---|---|
| Net<br> sales | ¥323,559<br> thousand | ¥688,879<br> thousand | ¥337,566<br> thousand |
| Ordinary<br> profit | ¥162,221<br> thousand | ¥282,551<br> thousand | ¥<br> (220,306) thousand |
| Net<br> profit | ¥108,660<br> thousand | ¥189,827<br> thousand | ¥<br> (221,007) thousand |
| Net<br> Profit per Share | ¥10,866.03 | ¥18.98 | ¥<br> (21.04) |
| Total<br> Assets | ¥524,473<br>thousand | ¥827,938<br> thousand | ¥941,514<br> thousand |
| Net<br> Assets | ¥167,314<br> thousand | ¥357,141<br> thousand | ¥863,783<br> thousand |
| Net<br> Assets per Share | ¥16,731.42 | ¥35.71 | ¥74.79 |
| Equity<br> Ratio | 31.90% | 43.14% | 91.7<br> % |
| Number<br> of Shares Issued | 10,000 | 10,000,000 | 11,550,000 |
| - 13 - |
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
| (10) | Status of Significant Subsidiaries, etc. |
|---|---|
| ① | Relationship<br> with the Parent Company |
| --- | --- |
There are no applicable items.
| ② | Significant<br> Subsidiaries | ||
|---|---|---|---|
| Name | Capital | Percentage of Voting Rights Held by the Company | Principal Business |
| --- | --- | --- | --- |
| Sakai Seikotsuin Nishi Co., Ltd. | ¥6,000,000 | 100% | Operation of chiropractic clinics and beauty salons |
| ③ | Significant<br> Affiliated Companies | ||
| --- | --- |
There are no applicable items.
| ④ | Status<br> of Significant Business Combinations, etc. |
|---|
There are no applicable items.
| (11) | Business Activities of Major Divisions (as of December 31, 2025) |
|---|
(Note) The Health Division and Beauty Division were transferred as of January 1, 2025, and as of the end of the current fiscal period, these divisions no longer exist.
| Division Name | Business Activities |
|---|---|
| Legal Department | Legal and Labor Consulting |
| Health Division | Store Operations of Kumamototasaki Branch and Tenmonkan Branch of Sakai Seikotsuin and Korinic Kashii Store (Business transferred as of January 1, 2025) |
| Beauty Division | Store Operations of Shinjuku Marui Store of Speed Small Face (Beauty, Treatment) (Business transferred as of January 1, 2025) |
| (12) | Principal Business Locations (as of December 31, 2025) |
| --- | --- |
Head Office: 4-3-1 Ohashi, Minami-ku, Fukuoka-shi, Fukuoka
| (13) | Status of Employees (As of December 31, 2025) |
|---|
The Company’s Employee Status
Number of Employees: 1
(Note) As the employee is solely on childcare leave, year-on-year changes, average age, and average length of service are omitted.
| (14) | Major Lenders (financial institutions) (As of December 31, 2025) |
|---|---|
| Lender | Outstanding Loan Balance |
| --- | --- |
| The Nishi-Nippon City Bank, Ltd. | ¥ 48,412 thousand |
| - 14 - |
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This document is a translation of the originalJapanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translationand the original Japanese document, the Japanese version shall take precedence. The Company accepts no liability for any direct, indirect,or other damages arising from the use of this translation.
| 2. | Matters Concerning Company Shares (As of December 31, 2025) |
|---|
Total Number of Shares Issued: 11,550,000 shares (Treasury stock: 0 shares)
| (1) | Status of shares issued to company officers as compensation for duties performed during the current fiscal year |
|---|
There are no applicable items.
| (2) | Major Shareholders (Top 10) | |||
|---|---|---|---|---|
| Shareholder Name | Number of Shares<br><br> Held (Shares) | Ratio (%) | ||
| --- | --- | --- | --- | --- |
| Ryoji Baba | 4,813,000 | 41.67 | ||
| Miracle Exploration Technologies Limited | 3,211,000 | 27.80 | ||
| CEDE&CO | 1,250,000 | 10.82 | ||
| Satoshi Saito | 640,000 | 5.54 | ||
| Heartcore Enterprises Inc. | 300,000 | 2.60 | ||
| Michikane Akizuki | 160,000 | 1.39 | ||
| Yusuke Hirata | 114,000 | 0.99 | ||
| Hideki Nakamura | 103,000 | 0.89 | ||
| Makoto Watanabe | 100,000 | 0.87 | ||
| Hiroyuki Oishi | 94,000 | 0.81 | ||
| Sanshiro Shimamura | 94,000 | 0.81 | ||
| Junichi Watanabe | 94,000 | 0.81 | ||
| (Note) | 1. | Shareholding ratios are calculated excluding treasury stock. | ||
| --- | --- | --- | ||
| 2. | Shareholding ratios are calculated by rounding down to the<br>third decimal place. |
3.Matters Concerning the Status of the Company’s Stock Acquisition Rights, etc.
| (1) | Status of stock acquisition rights, etc., granted to officersof the Company as compensation for the performance of their duties as of the end of the relevant fiscal year |
|---|
There are no applicable items.
| (2) | Status of stock acquisition rights, etc., granted to employeesof the Company during the fiscal year as compensation for the performance of duties |
|---|
There are no applicable items.
| - 15 - |
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
(3)Other Important Matters Concerning Stock Acquisition Rights, etc.
| Name | Second<br> Stock Acquisition Rights |
|---|---|
| Classification<br> and Number of Grantees | External<br> Collaborators: 2 |
| Date<br> of Resolution for Issuance | July<br> 30, 2025 |
| Number<br> of Stock Options (units) | 87,500 |
| Type<br> and Number of Shares Subject to Stock Acquisition Rights (Shares) | Common<br> stock 87,500 |
| Amount<br> to be Paid in Exchange for Stock Acquisition Rights (USD) | Per<br> unit 5 |
| Exercise<br> Period of Stock Acquisition Rights | February<br> 14, 2026 to August 13, 2030 |
| Issue<br> Price and Equity Contribution Amount per Share (USD) when Issuing Shares upon Exercise of Stock Acquisition Rights | Issue<br> price: 2.5<br><br> <br>Amount<br> to be included in equity: 2.5 |
| Conditions<br> for Exercise of Stock Acquisition Rights | (Note) |
(Note) The conditions for exercising stock acquisition rights are as follows.
① When exercising one or more of these stock acquisition rights, the number of shares delivered to the holder upon such exercise must be an integer and any fractional portion less than one share shall be discarded, and no shares shall be allocated. No monetary adjustment shall be made for such discarding of fractions.
② Holders of stock acquisition rights may not exercise such rights until the Company’s shares (including depositary receipts) are listed on a financial instruments exchange established under the laws of a foreign country.
③ The number of stock acquisition rights initially exercisable by a holder shall be 87,500. If, upon the initial listing of the Company’s common stock on a financial instruments exchange established under the laws of a foreign country, an over-allotment sale of shares is conducted, the holder may exercise up to 100,625 stock acquisition rights, calculated based on the ratio of the number of shares sold in the over-allotment to the number of shares offered in the public offering.
| - 16 - |
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
4.Matters Concerning Company Officers
(1)Status of Directors and Corporate Auditors (as of December 31, 2025)
| Position/Responsibilities | Name | Significant<br> Concurrent Positions |
|---|---|---|
| Representative<br> Director | Ryoji<br> Baba | Corporate<br> Auditor (Part-time), NATTY SWANKY HOLDINGS Co., Ltd.<br><br> <br>Representative<br> Director, ADI Co., Ltd.<br><br> <br>Corporate<br> Auditor (Part-time), Take Action Co., Ltd.<br><br> <br>CEO,<br> Miracle Exploration Technologies Limited<br><br> <br>Representative<br> Partner, Yusei LLC |
| Director/CAO | Yusuke<br> Hirata | Nil |
| Director | Ferdinand<br> Groenewald | Director,<br> HeartCore Enterprises, Inc.<br><br> <br>Interim<br> CFO, Streamex Corp.<br><br> <br>Interim<br> Vice President of Finance, Alaunos Therapeutics |
| Corporate<br> Auditor (Full-time) | Sanshiro<br> Shimamura | Nil |
| Corporate<br> Auditor | Kensuke<br> Okabe | Representative,<br> Okabe Certified Public Accountant Office<br><br> <br>Principal,<br> Unison Capital Co., Ltd. |
| Corporate<br> Auditor | Hideki<br> Nakamura | Representative<br> Director, HJ Co., Ltd.<br><br> <br>Representative<br> Director, Nice Day Co., Ltd.<br><br> <br>Representative<br> Director, F&S Dining Co., Ltd. |
(Note)
Kensuke Okabe and Hideki Nakamura are outside Corporate Auditor.
Corporate Auditor, Kensuke Okabe holds a Certified Public Accountant qualification and possesses considerable expertise in finance and accounting.
(2)Changes in Directors
Mr. Satoshi Saito resigned his position as Director effective September 16, 2025.
(3)Summary of the Content of the Liability Limitation Agreement
There are no applicable items.
(4)Summary of the Indemnity Agreement
There are no applicable items.
(5)Summary of the Directors and Officers Liability Insurance Contract
The Company entered into a directors and officers liability insurance contract with an insurance company, as prescribed in Article 430-3, Paragraph 1 of the Companies Act, with the Company and its subsidiaries’ directors (including Directors and Corporate Auditors), executive officers, and employees as the insured parties. The Company bears the insurance premium costs. This insurance contract covers legal damages and litigation expenses that the insured parties may be required to bear. However, to ensure the proper execution of the insured persons’ duties is not impaired, compensation shall not be provided for liability arising from the insured persons’ intentional acts or gross negligence, the insured persons’ unlawful acquisition of private profit or favors, or the insured persons’ fraudulent or criminal acts.
| - 17 - |
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
(6)Amount of Compensation, etc., for Directors and Corporate Auditors for the Relevant Fiscal Year
① Matters concerning the decision policy for the content of remuneration, etc., for each individual director
Compensation Structure
Director compensation shall be based on a fixed monthly salary.
Remuneration Levels
The level of remuneration for each director shall be set at an appropriate level, taking into comprehensive consideration factors such as the director’s responsibilities, duties, contribution to management, and comparisons with directors at other companies in the same industry.
Determination Procedure
Based on the above policy, the amount of individual compensation for each director shall be entrusted to Representative Director Ryoji Baba.
Revision of Compensation
Should a revision of compensation become necessary, it shall, in principle, be conducted following the same policy and procedures.
② Matters Concerning Shareholders’ Meeting Resolutions on Compensation for Director and Corporate Auditors, etc.
Regarding directors’ compensation, etc., the Ordinary General Meeting of Shareholders held on March 3, 2024 resolved to distinguish between Directors and Corporate Auditors, setting the maximum compensation amount for directors at up to ¥150 million per year and for Corporate Auditors at up to ¥30 million per year. At the conclusion of the aforementioned Ordinary General Meeting of Shareholders, the number of directors was three (including zero outside directors), and the number of Corporate Auditors was three (including two outside Corporate Auditors).
③ Matters concerning the delegation of authority to determine the content of individual directors’ compensation, etc.
The Company determined that the Representative Director, who comprehensively and holistically understands the Company’s performance, is best suited to evaluate each director. Therefore, for the individual compensation for the relevant fiscal year, the Board of Directors resolved to delegate the determination of the compensation amount to Representative Director Ryoji Baba. Furthermore, in determining such individual compensation amounts, measures such as consultation and discussion with other directors are taken to minimize the potential for arbitrariness on the part of the Representative Director.
④ The reason the Board of Directors determined that the content of individual compensation for the fiscal year in question aligns with the policy.
Regarding individual compensation for the fiscal year in question, the Board of Directors has determined that the decision aligns with the relevant policy. This is because the Representative Director provided the necessary explanations at the Board meeting, the decision was made by resolution entrusting the matter to the sole discretion of the Representative Director, and the decision was made by comprehensively considering factors such as individual responsibilities, job duties, contribution to management, and comparisons with other companies in the same industry, in accordance with the relevant policy.
| - 18 - |
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Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
⑤ Total Compensation for Directors and Corporate Auditors
| Total<br> Compensation by Type (Thousand Yen) | |||||
|---|---|---|---|---|---|
| Officer<br> Category | Total<br> Compensation (Thousand Yen) | Base<br> Compensation | Performance-Based<br> Compensation, etc. | Non-monetary<br> Compensation, etc. | Number<br> of Eligible Individuals (persons) |
| Directors<br> <br><br> (including Outside Directors) | 73,722<br><br> <br>(1,722) | 73,722<br><br> <br>(1,722) | -<br><br> <br>(-) | -<br><br> <br>(-) | 4<br> <br><br> (1) |
| Corporate<br> Auditors<br><br> (including Outside Corporate Auditors) | 14,400<br><br> <br>(7,200) | 14,400<br><br> <br>(7,200) | -<br><br> <br>(-) | -<br><br> (-) | 3<br> <br><br> (2) |
(7)Matters Concerning Outside Directors
① Relationship between Significant Concurrent Positions and the Company
The significant concurrent positions held by outside directors are as stated in “(1) Status of Directors and Corporate Auditors (as of December 31, 2025)”. There are no significant transactions or other relationships between the Company and the respective companies where outside directors hold concurrent positions.
② Relationships with Major Business Partners and Other Related Parties
There are no applicable items.
③ Status of Major Activities During the Current Fiscal Year
| a | Attendance<br> and Participation in Board of Directors Meetings | |
|---|---|---|
| Category | Name | Activity<br> Status |
| --- | --- | --- |
| Outside<br> Director | Ferdinand<br> Groenewald | Although<br> appointed as an outside director, he has not attended any board meetings held during 2025.<br> Please note that due to his residence overseas, he provides advice primarily through the<br> exchange of opinions via electronic means.<br><br> <br>Based<br> on his professional expertise as a U.S. Certified Public Accountant, Chief Financial Officer of a U.S. operating company, and Outside<br> Director of a NASDAQ-listed company, he provides timely advice and recommendations to ensure the appropriateness and soundness of<br> the Board’s decision-making from an objective and neutral standpoint independent of management. |
| Outside<br> Corporate Auditor | Kensuke<br> Okabe | He<br> attended all meetings of the Board of Directors and all meetings of the Board of Corporate Auditors held during the current fiscal<br> year. At Board of Directors meetings, based on his expertise as a Certified Public Accountant, he provides advice and recommendations<br> as appropriate from an objective and neutral standpoint independent of management to ensure the appropriateness and soundness of<br> the Board’s decision-making. Furthermore, at Board of Corporate Auditors meetings, he engages in discussions regarding audit<br> methods, exchanges opinions on audit results, and deliberates on important matters from an independent standpoint. |
| Outside<br> Corporate Auditor | Hideki<br> Nakamura | He<br> attended all meetings of the Board of Directors and all meetings of the Board of Corporate Auditors held during the current fiscal<br> year. At Board of Directors meetings, based on extensive experience in corporate management and from an objective and neutral standpoint<br> independent of management, he provides advice and recommendations as appropriate to ensure the appropriateness and soundness of the<br> Board’s decision-making. Furthermore, at Board of Corporate Auditors meetings, he engages in discussions on audit methods,<br> exchanges opinions on audit results, and deliberates on important matters from an independent standpoint. |
| - 19 - |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
| b | Summary<br> of Duties Performed Regarding the Role Expected of Outside Directors |
|---|---|
| Name | Summary<br> of Duties Performed Regarding Expected Roles |
| --- | --- |
| Ferdinand<br> Groenewald | As<br> a U.S. Certified Public Accountant, Chief Financial Officer of a U.S. operating company, and outside director of a NASDAQ-listed<br> company, he possesses extensive expertise and experience in finance and accounting. He effectively utilizes this knowledge and experience<br> to fulfill his role as an outside director of the Company, contributing significantly to decision-making on important matters and<br> the oversight of management execution. |
5.Company Structure and Policies
(1)Overview of the Operation of Systems to Ensure Proper Business Practices
The Company is a corporation with a Board of Directors and a Board of Corporate Auditors.
As part of our internal control system initiatives, the Board of Directors and the Board of Corporate Auditors regularly or as needed receive reports on the execution of directors’ duties and confirm compliance with laws, regulations, and the Articles of Incorporation. We have also established a system to receive immediate reports regarding significant violations of laws and regulations.
Regarding compliance education, we strive to enhance awareness of compliance and adherence to laws and regulations and the Articles of Incorporation by conducting internal training sessions. These sessions involve reaffirming fundamental matters and studying case studies tailored to the positions, levels, and roles of executives and employees.
Risks that could significantly impact the Company’s corporate management are identified and necessary countermeasures are discussed by the Board of Directors.
We conduct internal audits of the Company and its group companies. Furthermore, to deepen mutual trust between Corporate Auditors and Directors, we regularly exchange information with each other.
| - 20 - |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
(2)Basic Policy on Control of the Company
At this time, the Company has not specifically established a “Basic Policy” or “Takeover Defense Measures.”
The Company aims to further enhance corporate value by striving for improved business performance. We will also actively engage in investor relations (IR) activities to communicate our management policies, strategies, and performance.
However, the Company believes that appropriate measures are necessary regarding large-scale share acquisitions that do not contribute to the Company’s corporate value or the profit shared by shareholders. The Company will carefully consider such matters while monitoring future social trends.
(3)Policy on Dividend Distribution from Surplus
The Company positions the return of profits to shareholders as one of its key management initiatives. Our basic policy is to ensure stable and continuous profit returns while maintaining the internal reserves necessary to respond to future growth and changes in the business environment.
However, we intend to actively pursue business investments to achieve further growth going forward, and therefore, we plan to refrain from paying dividends until free cash flow generated from our business operations stabilizes.
(Note) Amounts stated in this business report are rounded down to the nearest whole number.
End
| - 21 - |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Balance Sheet
As of December 31, 2025
rYojbaba Co., Ltd.
(Unit: Yen)
| Assets | Liabilities | |||||
|---|---|---|---|---|---|---|
| Account | Amount | Account | Amount | |||
| 【Current<br> Assets】 | 777,897,682 | 【Current<br> Liabilities】 | 29,589,540 | |||
| Cash<br> and Deposits | 710,565,431 | Accounts<br> Payable | 15,383,490 | |||
| Accounts<br> Receivable-trade | 5,022,732 | Accrued<br> Corporate Taxes | 2,112,100 | |||
| Advance<br> Payment | 5,407 | Advance<br> Payment Received | 9,680,000 | |||
| Accounts<br> Receivable-other | 47,789,297 | Deposits<br> Received | 2,413,950 | |||
| Prepaid<br> Expenses | 14,514,815 | 【Non-current<br> Liabilities】 | 48,142,000 | |||
| 【Non-current<br> Assets】 | 163,617,180 | Long-term<br> Borrowings | 48,142,000 | |||
| Intangible<br> Fixed Assets | 163,158,380 | |||||
| Goodwill | 163,158,380 | Total<br> Liabilities | 77,731,540 | |||
| Investments<br> and Other Assets | 458,800 | Net<br> Assets | ||||
| Capital<br> Contributions | 5,000 | Account | Amount | |||
| Security<br> Deposits | 134,000 | 【Shareholders’<br> Equity】 | 863,783,322 | |||
| Subsidiary<br> Stock | 319,800 | Capital | 368,825,000 | |||
| Capital<br> Surplus | 363,825,000 | |||||
| Capital<br> Reserve | 363,825,000 | |||||
| Retained<br> Earnings | 131,133,322 | |||||
| Other<br> Retained Earnings | 131,133,322 | |||||
| Retained<br> Earnings Carried Forward | 131,133,322 | |||||
| (of<br> which Net Loss for the Current Period) | (221,007,681 | ) | ||||
| Total<br> Net Assets | 863,783,322 | |||||
| Total<br> Assets | 941,514,862 | Total<br> Liabilities and Net Assets | 941,514,862 |
| - 22 - |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Income Statement
From January 1, 2025
To December 31, 2025
rYojbaba Co., Ltd.
(Unit: Yen)
| Account | Amount | |||
|---|---|---|---|---|
| 【Sales<br> Revenue】 | ||||
| Sales | 337,566,529 | 337,566,529 | ||
| 【Cost<br> of Goods Sold】 | ||||
| Cost<br> of Goods Purchased for the Period | 59,250 | |||
| Total | 59,250 | |||
| Gross<br> Profit | 337,507,279 | |||
| 【Selling,<br> General and Administrative Expenses】 | 291,875,952 | |||
| Operating<br> Profit | 45,631,327 | |||
| 【Non-Operating<br> Profit】 | ||||
| Interest<br> Received | 226,568 | |||
| Foreign<br> Exchange Gains | 3,449,123 | |||
| Miscellaneous<br> Income | 459,711 | |||
| Subsidy<br> Income | 28,000 | 4,163,402 | ||
| 【Non-Operating<br> Expenses】 | ||||
| Interest<br> Expense | 1,831,535 | |||
| Miscellaneous<br> Losses | 10 | |||
| Stock<br> Issuance Expenses | 268,270,165 | 270,101,710 | ||
| Ordinary<br> Loss | (220,306,981 | ) | ||
| 【Extraordinary<br> Income】 | ||||
| 【Extraordinary<br> Losses】 | ||||
| Net<br> Loss Before Taxes | (220,306,981 | ) | ||
| Income<br> Taxes, Resident Taxes, and Business Taxes | 700,700 | |||
| Net<br> Loss | (221,007,681 | ) |
| - 23 - |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Statement of Changes in Shareholders’ Equity
From January 1, 2025
To December 31, 2025
rYojbaba Co., Ltd.
(Unit: Yen)
| Shareholders’<br> Equity | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital<br> Surplus | Retained<br> Earnings | ||||||||||||||
| Capital | Capital<br> Reserve | Other<br> Capital Surplus | Total<br> Capital Surplus | Reserve<br> for Retained Profit | Other<br> Retained Earnings<br> <br>Retained<br> Earnings Carried Forward | Total<br> Retained Earnings | Treasury<br> Stock | Total<br> Shareholders’ Equity | |||||||
| Balance<br> at Beginning of Period | 5,000,000 | 0 | 0 | 0 | 0 | 352,141,003 | 352,141,003 | 0 | 357,141,003 | ||||||
| Changes<br> in Current Period | |||||||||||||||
| Net<br> Profit | (221,007,681 | ) | (221,007,681 | ) | (221,007,681 | ) | |||||||||
| Issuance<br> of New Shares | 363,825,000 | 363,825,000 | 0 | 363,825,000 | 0 | 0 | 0 | 0 | 727,650,000 | ||||||
| Dividends<br> from Surplus | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| Accumulation<br> of <br>Reserve for Retained Earnings | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| Total<br> Changes during the Period | 363,825,000 | 363,825,000 | 0 | 363,825,000 | 0 | (221,007,681 | ) | (221,007,681 | ) | 0 | 506,642,319 | ||||
| Balance<br> at End of Period | 368,825,000 | 363,825,000 | 0 | 363,825,000 | 0 | 131,133,322 | 131,133,322 | 0 | 863,783,322 |
| - 24 - |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
(Unit: Yen)
| Valuation<br> and Translation Adjustments | Stock<br> Acquisition Rights | Total<br> Net Assets | |||||
|---|---|---|---|---|---|---|---|
| Balance<br> at Beginning of Period | 0 | 0 | 357,141,003 | ||||
| Changes<br> during the Period | |||||||
| Net<br> Profit | 0 | 0 | (221,007,681 | ) | |||
| Issuance<br> of New Shares | 0 | 0 | 727,650,000 | ||||
| Dividends<br> from Surplus | 0 | 0 | 0 | ||||
| Accumulation<br> of Reserve for Retained <br>Earnings | 0 | 0 | 0 | ||||
| Total<br> Changes for the Period | 0 | 0 | 506,642,319 | ||||
| Balance<br> at End of Period | 0 | 0 | 863,783,322 |
| - 25 - |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
Notes to the Financial Statements
(Significant Accounting Policies)
1.Asset Valuation Standards and Methods
Inventory Assets
We adopt cost method using the first-in, first-out method (balance sheet values are calculated using the book value write-down method for reduced profitability).
2.Depreciation Method for Fixed Assets
(1) Tangible Fixed Assets
Depreciation methods and primary useful lives are as follows.
There is no balance of tangible fixed assets at the end of the current fiscal year.
Buildings: Straight-line method 39 years
Building fixtures:Straight-line method 2 to 18 years
Tools, furniture and fixtures:Straight-line method 2 to 3 years
(2) Intangible Fixed Assets
The straight-line method is adopted. For internally developed software, the straight-line method based on the estimated useful life within the Company (5 years) is adopted. For goodwill, the straight-line method based on the period over which the benefit is expected to be realized (7 years) is adopted.
3.Recognition Criteria for Provision
Provision for Doubtful Accounts
To prepare for losses from uncollectible receivables, the Company recognizes the estimated uncollectible amount based on the historical bad debt ratio for general receivables. For specific receivables such as those at risk of becoming uncollectible, the Company individually assesses collectability and recognizes the estimated uncollectible amount.
4.Handling Method for Consumption Tax
We use the tax-exclusive method.
(Notes to the Balance Sheet)
1.Guarantee Obligations
We provide guarantees for borrowings by affiliated companies from their financial institutions and other lenders.
Sakai Seikotsuin Nishi Co., Ltd., Overdraft Balance ¥50,000,000
Loan (Promissory Note Loan) Balance ¥33,529,000
2.Monetary Receivables and Payables with Affiliated Companies
Short-term Monetary Receivables 0 yen
Short-term Monetary Payables 665,850 yen
| - 26 - |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
(Notes to the Income Statement)
1. Transactions with Affiliated Companies
(1) Transactions from Operating Activities
Income 128,874,648 yen
Expenses 0 yen
(2) Transactions from Non-operating Activities
Income 0 yen
Expenses 1,158,497 yen
2. Significant items within Non-operating Expenses
The stock issuance expense of ¥268,270,165 recorded under non-operating expenses is a one-time expense incurred in connection with the listing on the U.S. NASDAQ market. As a company listed on the U.S. NASDAQ market, the Company submits consolidated financial statements based on U.S. GAAP to the SEC. Under U.S. GAAP, this expense is treated as a capital transaction and deducted from capital surplus.
(Notes to the Statement of Changes in Shareholders’ Equity)
1.Number of shares issued as of the end of the current fiscal year
Common Stock 11,550,000 shares
2.Matters concerning dividends from retained earnings
(1) Dividend Payments, etc.
No dividends were paid during the current fiscal year.
(2) Dividends from retained earnings to be paid after the end of the current fiscal year
No dividends are planned.
3.Matters Concerning Stock Acquisition Rights
Number of shares subject to stock acquisition rights as of the end of the current fiscal year
| Second<br> Series Stock Acquisition Rights | Common<br> Stock | 87,500<br> shares |
|---|
| - 27 - |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
(Notes on Transactions with Related Parties)
1.Subsidiaries, etc.
(Unit: Yen)
| Type | Company<br> Name | Percentage<br> of Voting Rights, etc. | Transaction<br> Details | Transaction<br> Amount | Account | Balance<br> at End of Period | ||
|---|---|---|---|---|---|---|---|---|
| Receipt<br> of Management Guidance Fees | 48,000,000 | Accounts<br> Receivables | 0 | |||||
| Provision<br> of Services | 80,874,648 | Accounts<br> Receivables | 0 | |||||
| Subsidiary | Sakai<br> Seikotuin Nishi Co., Ltd. | Direct<br> <br>100% | Borrowing<br> of Funds | 0 | Short-term<br> Borrowings | 0 | ||
| Interest<br> Expenses | 1,158,497 | Accrued<br> Interest Payable | 665,850 | |||||
| Transfer<br> of Fixed Assets | 14,487,187 | Accounts<br> Receivable | 0 |
(Note)
- The transaction terms for the receipt of management guidance fees and provision of services are determined reasonably, taking into account market prices, etc.
(Note) 2. Transaction amounts do not include consumption tax. The year-end balance reflects the total amount including consumption tax.
(Note) 3. The transfer of fixed assets was conducted as part of business consolidation. As the assets were transferred at book value, no gain or loss on sale was recognized.
(Note) 4. Interest rates for borrowings are determined reasonably, taking market interest rates into consideration.
2.Officers and Major Individual Shareholders, etc.
(Unit: Yen)
| Type | Company<br> Name | Percentage<br> of Voting Rights, etc. | Relationship<br> with Related Parties | Transaction<br> Details | Transaction<br> Amount | Account | Balance<br> at End of Period | ||
|---|---|---|---|---|---|---|---|---|---|
| Companies,<br> etc., in which officers and their close relatives hold a majority of voting rights | Runbridge<br> Inc. | None | Store<br> Lease | Store<br> Lease Fee | 2,880,000 | Prepaid<br> Expenses | 264,000 |
(Note)
- Transaction amounts do not include consumption tax. The year-end balance reflects the total amount including consumption tax.
(Note) 2. On January 7, 2025, shares of Runbridge Inc. previously held by the Company’s CEO and Director were transferred to a corporation owned by a director candidate scheduled to be nominated at the annual shareholders’ meeting planned for March 2026. The transaction terms for store lease payments were determined considering market prices, etc.
(Note) 3. Runbridge Inc. is located in Kagoshima City, Kagoshima Prefecture.
| - 28 - |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
(Notes on Per Share Information)
Net Assets per Share: 74 yen 79 sen
Net Profit per Share: △21 yen 04 sen
Supplementary Schedules
1. Details of Tangible Fixed Assets and Intangible Fixed Assets
(Unit: Yen)
| Category | Type<br> of Assets | Beginning<br> of Period | Current<br> Period | Current<br> Period | Current<br> Period | End<br> of Period | Depreciation | Net | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Book<br> Value | Increase<br> (Acquisition Cost) | Decrease<br> (Book Value) | Depreciation<br> Expense | Book<br> Value | Accumulated<br> Depreciation | Acquisition<br> Cost | |||||||||
| Tangible<br> Fixed Assets | Buildings | 6,136,570 | - | 6,136,570 | - | - | - | - | |||||||
| Building<br> <br>Fixtures | 8,147,757 | - | 8,147,757 | - | - | - | - | ||||||||
| Furniture<br> and <br>Fixtures | 202,870 | - | 202,870 | - | - | - | - | ||||||||
| Total | 14,487,197 | - | 14,487,197 | - | - | - | - | ||||||||
| Intangible<br> Fixed Assets | Goodwill | 198,173,360 | - | 35,014,980 | 163,158,380 | 81,701,620 | 244,860,000 | ||||||||
| Software | 43,560 | - | 43,560 | - | 237,600 | 237,600 | |||||||||
| Total | 198,216,920 | - | - | 35,058,540 | 163,158,380 | 81,939,220 | 245,097,600 |
Major Increase Details
None
Major Decrease Details
| Buildings<br> as of January 1, 2025 | 6,136,570 |
|---|---|
| Building<br> Fixtures as of January 1, 2025 | 8,147,757 |
| Furniture<br> and Fixtures as of January 1, 2025 | 202,870 |
Due to the transfer of the store business (3 Health Division stores and 1 Beauty Division store) to the subsidiary Sakai Seikotsuin Nishi Co., Ltd.
2. Details of Provision
(Unit: Yen)
| Account | Balance<br> at Beginning of Period | Increase<br> for the Period | Decrease<br> for the Period | Balance<br> at End of Period |
|---|---|---|---|---|
| Provision<br> for Doubtful Accounts | - | - | - | - |
3. Details of Selling, General and Administrative Expenses
| Account | Amount | Description | |
|---|---|---|---|
| Executive<br> Compensation | 88,121,772 | ||
| Statutory<br> Welfare Expenses | 2,231,732 | ||
| Employee<br> Benefits | 14,498 | ||
| Consumables | 59,469 | ||
| Travel<br> and Transportation Expenses | 552,448 | ||
| Communication<br> Expenses | 206,770 | ||
| Entertainment<br> Expenses | 75,829 | ||
| Meeting<br> Expenses | 7,410 | ||
| Software<br> Amortization | 43,560 | ||
| Audit<br> Fees | 73,477,369 | ||
| Rent | 1,806,182 | ||
| Insurance<br> Premiums | 9,151,735 | ||
| Utilities | 196,025 | ||
| Vehicle<br> Expenses | 65,717 | ||
| Taxes<br> and Public Dues | 4,773,969 | ||
| Membership<br> Fees | 218,731 | ||
| Newspapers<br> and Books | 7,400 | ||
| Commission<br> Fees Paid | 75,850,351 | ||
| Miscellaneous<br> Expenses | 5 | ||
| Amortization<br> of Goodwill | 35,014,980 | ||
| Total | 291,875,952 |
| - 29 - |
| --- |
Thisdocument is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistenciesor discrepancies between this translation and the original Japanese document, the Japanese version shall take precedence. The Companyaccepts no liability for any direct, indirect, or other damages arising from the use of this translation.
AuditReport
The Board of Corporate Auditors has audited the execution of duties by the directors during the 11th fiscal year from January 1, 2025, to December 31, 2025. We hereby report the methods and results as follows.
1. Audit Methods and Content
Each corporate auditor endeavored to communicate with directors and employees, collect information, establish an audit environment, and attended Board of Directors meetings and other important meetings, received reports from directors and employees regarding the execution of their duties, requested explanations as necessary, reviewed important decision documents, and investigated the status of operations and assets at the head office and major business locations. Regarding a subsidiary, we communicated and exchanged information with its director, etc., receiving business reports from the subsidiary as necessary. Based on the above methods, we examined the business report and its supplementary schedules for the relevant fiscal year.
Furthermore, we examined the accounting books and related materials and reviewed the financial statements (balance sheet, statement of income, statement of changes in shareholders’ equity, and notes to the financial statements) and the accompanying supplementary schedules for the fiscal year.
2. Audit Results
(1) Audit Results for the Business Report, etc.
① We confirm that the business report and its supplementary schedules accurately present the company's situation in accordance with laws and regulations and the Articles of Incorporation.
② We found no evidence of any illegal acts or material violations of laws, regulations, or the Articles of Incorporation in the execution of duties by the directors.
(2) Audit Results of Financial Statements and Supplementary Schedules
We believe the financial statements and supplementary schedules present fairly, in all material respects, the financial position and results of operations of the company.
February 27, 2026
| rYojbaba<br> Co., Ltd. | |
|---|---|
| Full-time<br> Corporate Auditor, Sanshiro Shimamura (seal) | |
| Outside<br> Corporate Auditor, Kensuke Okabe (seal) | |
| Outside<br> Corporate Auditor, Hideki Nakamura (seal) |
| - 30 - |
| --- |
Exhibit 99.2

