SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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RYOJBABA CO., LTD. (Name of Issuer) |
Common Share, no par value per share (Title of Class of Securities) |
J65729105 (CUSIP Number) |
Craig David Linder 1700 Palm Beach Lakes Blvd,, Suite 820 West Palm Beach, FL, 33401 (954) 549-7270 Satoshi Saito 4-3-1, Ohashi, Minami-Ku,, Fukuoka-Shi Fukuoka, M0, 815-0033 81 (92) 553-0344 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/13/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | J65729105 |
1 |
Name of reporting person
Ryoji Baba | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
JAPAN
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
8,024,000.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
71.32 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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CUSIP No. | J65729105 |
1 |
Name of reporting person
Miracle Exploration Technologies Ltd. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
MICRONESIA, FEDERATED STATES OF
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
3,211,000.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
28.54 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Share, no par value per share | |
(b) | Name of Issuer:
RYOJBABA CO., LTD. | |
(c) | Address of Issuer's Principal Executive Offices:
4-3-1, Ohashi, Minami-Ku, Fukuoka-Shi, Fukuoka,
JAPAN
, 815-0033. | |
Item 1 Comment:
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
Item 2. | Identity and Background | |
(a) | This Schedule 13D is being filed by Ryoji Baba and Miracle Exploration Technologies Ltd. ("Miracle Exploration Technologies") (together, the "Reporting Persons"). | |
(b) | Ryoji Baba: 4-3-1, Ohashi, Minami-Ku, Fukuoka-Shi, Fukuoka, M0 815-0033, Japan. Miracle Exploration Technologies Ltd.: 4-3-1, Ohashi, Minami-Ku, Fukuoka-Shi, Fukuoka, M0 815-0033, Japan. | |
(c) | Mr. Baba is the Chief Executive Officer and member of the Board of Directors of the Issuer. Miracle Exploration Technologies is a company organized and existing under the laws of Micronesia, and is wholly owned by Mr. Baba. | |
(d) | The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
(e) | The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the reporting persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. | |
(f) | Mr. Baba is a citizen of Japan. Miracle Exploration Technologies Ltd. is a company organized and existing under the laws of Micronesia and is the asset management company of Mr. Baba. | |
Item 3. | Source and Amount of Funds or Other Consideration | |
The funds used by Mr. Baba to purchase the common shares from Masataka Sakai on October 23, 2021, as more fully described below, were from Mr. Baba's personal funds. Miracle Exploration Technologies used working capital to purchase its common shares from Masataka Sakai on October 23, 2021. Set forth below is a summary of transactions pursuant to which the Reporting Persons obtained their common shares of the Issuer:
Ryoji Baba
On October 23, 2021, Masataka Sakai transferred 4,813 common shares of Sakai Seikotsuin Co., Ltd. (which was renamed rYojbaba Co., Ltd.) to Ryoji Baba for consideration of JPY4,813 (US$42.39, which is based on a conversion rate of US$1.00 to JPY113.54 on Friday, October 22, 2021). On October 15, 2024, the Issuer effected a 1,000-for-1 share split of its issued and outstanding common shares. In connection with the share split, the number of common shares held by Mr. Baba increased from 4,813 to 4,813,000.
Miracle Exploration Technologies Ltd.
On October 23, 2021, Masataka Sakai transferred 3,211 common shares of Sakai Seikotsuin Co., Ltd. (which was renamed rYojbaba Co., Ltd.) to Miracle Exploration Technologies Ltd., the asset management company of Ryoji Baba, for consideration of JPY3,211 (US$28.28, which is based on a conversion rate of US$1.00 to JPY113.54 on Friday, October 22, 2021). On October 15, 2024, the Issuer effected a 1,000-for-1 share split of its issued and outstanding common shares. In connection with the share split, the number of common shares held by Mr. Baba increased from 3,211 to 3,211,000. | ||
Item 4. | Purpose of Transaction | |
The Reporting Persons own 8,024,000 common shares of Issuer, representing (i) 4,813,000 common shares of Issuer directly beneficially owned by Ryoji Baba and (ii) 3,211,000 common shares held by Miracle Exploration Technologies Ltd. ("Miracle Exploration Technologies"), a Micronesian company 100% owned by Mr. Baba, the issuer's Chief Executive Officer and member of the Board of Directors. As Miracle Exploration Technologies is 100% owned by Mr. Baba, he has sole voting and dispositive power over those common shares and is deemed to be the beneficial owner of Miracle Exploration Technologies' common shares. As a substantial owner of shares in the Issuer and a director and officer of the Issuer, Mr. Baba is able to control the Issuer's business and may have influence over the corporate activities of the Issuer; including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Subject to the Lock-up Agreement (as defined below), the provisions of the Articles of Incorporation and the Issuer's insider trading policies, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or the relevant parties to consider or explore extraordinary corporate transactions, such as a merger, reorganization or take-private transaction that may result in the delisting or deregistration of the common shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board.
The Reporting Persons from time to time intend to review their investments in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's common shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believes that further investment in the Issuer is attractive, whether because of the market price of the common shares or otherwise, they may acquire common shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the common shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the Issuer's capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | The following disclosure is based on 11,250,000 common shares issued and outstanding of the Issuer. As of the date of this Schedule 13D, Mr. Baba may be deemed to be the beneficial owner of 8,024,000 common shares, representing approximately 71.32% of the issued and outstanding common shares of the Issuer. This represents (i) 4,813,000 common shares of Issuer directly beneficially owned by Mr. Baba and (ii) 3,211,000 common shares held by Miracle Exploration Technologies, which is 100% owned by Mr. Baba. Miracle Exploration Technologies is the beneficial owner of 3,211,000 common shares which it owns directly (representing 28.54% of the issued and outstanding common shares of the Issuer). As Miracle Exploration Technologies is 100% owned by Mr. Baba, he has sole voting and dispositive power over those common shares and is deemed to be the beneficial owner of the Issuer's common shares held by Miracle Exploration Technologies. | |
(b) | See item 5(a) immediately above. | |
(c) | Except as disclosed in Item 3, the Reporting Persons have not effectuated any transactions during the past 60 days in any common shares of the Issuer. | |
(d) | Not applicable. | |
(e) | Not applicable. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The relationships between the Reporting Persons described in Items 2 and 5 above are incorporated herein by reference.
Lock-up Agreement
The Reporting Persons entered into a lock-up agreement (the "Lock-Up Agreement") with certain underwriters as described in that certain Pre-Effective Amendment No. 9 to Registration Statement on Form F-1 as filed by the Issuer with the SEC (File No. 333- 281225) declared effective on July 31, 2025. The form of Lock-Up Agreement is attached as Exhibit B to Exhibit 10.1 (Underwriting Agreement) to the Form 6-K as filed by the Issuer with the SEC on August 15, 2025.
Pursuant to the terms of the form of Lock-Up Agreement, the Reporting Persons agreed that, for a period ending 12 months after the date on which the trading of the common shares on the Nasdaq Capital Market commenced, they will not, without the prior written consent of such underwriters, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (collectively, the "Lock-Up Securities") or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing; and (2) enter into any swap or other arrangement that transfers any of the economic consequences of ownership of the Lock-Up Securities. Notwithstanding the foregoing, the Reporting Persons may transfer the Lock-Up Securities without the prior written consent of the underwriters as follows, provided that (1) the underwriters receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the Reporting Persons do not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts (including but not limited to charitable gifts); (ii) to any member of the immediate family of the Reporting Persons or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the Reporting Persons or the immediate family of the Reporting Persons (for purposes of this lock-up agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) if the Reporting Persons is a corporation, partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the Reporting Persons or (2) distributions of common shares or any security convertible into or exercisable for common shares to limited partners, limited liability company members or stockholders of the Reporting Persons; or (iv) if the Reporting Persons is a trust, transfers to the beneficiary of such trust; or (v) by will, other testamentary document or intestate succession; or (vi) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement. Furthermore, no provision in Lock-Up Agreement shall be deemed to restrict or prohibit (1) transactions relating to securities purchased in the Public Offering or acquired in open market transactions after the completion of Public Offering; and (2) the exercise or exchange by the Reporting Persons of any option or warrant to acquire any common shares or options to purchase common shares, in each case for cash or on a "cashless" or "net exercise" basis, pursuant to any share option, share bonus or other share plan or arrangement; provided, however, that the underlying common shares shall continue to be subject to the restrictions on transfer set forth in this Lock-Up Agreement. The foregoing description of the form of Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, the form of which is attached as Exhibit 10.1 to this Schedule 13D and incorporated herein by reference. | ||
Item 7. | Material to be Filed as Exhibits. | |
1.1 Joint Filing Agreement
10.1 Form of Lock-up Agreement by certain rYojbaba stockholders |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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