Ryojbaba updates 20-F to add clawback policy

Ryojbaba Co., Ltd. filed Amendment No. 1 to its Form 20-F for the year ended December 31, 2025.

Rhea-AI Filing Summary

Ryojbaba Co., Ltd. filed Amendment No. 1 to its Form 20-F for the year ended December 31, 2025. The amendment’s sole purpose is to revise the exhibit index to add the company’s Clawback Policy, which was mistakenly omitted from the original filing.

All other disclosures from the original annual report remain unchanged. Ryojbaba is a Japan-incorporated company with its common shares listed on The Nasdaq Stock Market under the symbol RYOJ, and had 11,550,000 common shares outstanding as of the end of the reporting period.

Key Figures

Shares outstanding: 11,550,000 common shares Fiscal year end: December 31, 2025 New exhibit added: Exhibit 97.1 – Clawback Policy

3 metrics

Shares outstanding 11,550,000 common shares As of the close of the period covered by the annual report

Fiscal year end December 31, 2025 Fiscal year covered by the Form 20-F and amendment

New exhibit added Exhibit 97.1 – Clawback Policy Added to the exhibit index by Amendment No. 1

Key Terms

Clawback Policy, Inline XBRL, Section 302 of the Sarbanes-Oxley Act of 2002, Section 906 of the Sarbanes-Oxley Act of 2002, +1 more

5 terms

Clawback Policy financial

"The only changes made to the Original Form 20-F are to revise the Exhibit Table to include the Company’s Clawback policy"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

Inline XBRL technical

"101.INS* | | Inline XBRL Instance Document 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Section 302 of the Sarbanes-Oxley Act of 2002 regulatory

"12.1* | | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002."

Section 906 of the Sarbanes-Oxley Act of 2002 regulatory

"13.1* | | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002."

Insider Trading Policy financial

"11.1 | | Insider Trading Policy (incorporated by reference to Exhibit 11.1 to the Registrant’s Form 20-F on March 23, 2026)"

A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does RYOJbaba Co., Ltd.’s Form 20-F/A Amendment No. 1 change?

The amendment only updates the exhibit index to add RYOJbaba’s Clawback Policy. No other sections of the original Form 20-F are revised, and the company states that all prior disclosures remain unchanged by this amendment.

Why did RYOJbaba (RYOJ) need to file this 20-F/A amendment?

RYOJbaba filed the amendment because its Clawback Policy exhibit was erroneously omitted from the original Form 20-F. The 20-F/A corrects this administrative oversight by including the policy in the exhibit index for the completed annual report.

Does the RYOJbaba 20-F/A update its financial or business disclosures?

No, the amendment does not update financial or business disclosures. RYOJbaba explicitly states that, aside from adding the Clawback Policy exhibit, it has not modified the previously presented disclosures or reflected events occurring after the original 20-F filing date.

What key exhibits are listed in RYOJbaba’s amended exhibit index?

The exhibit index lists core documents like Articles of Incorporation, various agreements, a List of Subsidiaries, an Insider Trading Policy, Sarbanes-Oxley officer certifications, Inline XBRL files, and now the Clawback Policy, which is designated as Exhibit 97.1 in the amended index.

On which exchange are RYOJbaba’s shares listed and under what symbol?

Ryojbaba’s common shares are listed on The Nasdaq Stock Market under the trading symbol RYOJ. The filing also notes that 11,550,000 common shares were outstanding as of the close of the period covered by the annual report.

How many RYOJbaba common shares were outstanding at year-end 2025?

The amendment states that 11,550,000 common shares were outstanding as of the close of the period covered by the annual report. This figure provides context for the company’s equity base at the end of the fiscal year ended December 31, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/07/2026 - 08:35 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-42781

RYOJBABA CO., LTD.

(Exact name of registrant as specified in its charter)

Japan

(Jurisdiction of incorporation or organization)

4-3-1, Ohashi, Minami-Ku

Fukuoka-Shi, Fukuoka, 815-0033, Japan

(Address of principal executive offices)

Takayuki Nakano

Chief Executive Officer

4-3-1, Ohashi, Minami-Ku

Fukuoka-Shi, Fukuoka, 815-0033, Japan

Telephone: +81 (92) 553-0344

Email: t.nakano@ryojbaba.co.jp

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Shares, no par value		RYOJ		The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 11,550,000 Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (the “Amended Annual Report”) amends the Annual Report on Form 20-F of rYojbaba Co., Ltd. (the “Company” or “we”) for the year ended December 31, 2025 (the “Original Form 20-F”), filed on March 23, 2026, with the Securities and Exchange Commission (the “SEC”). The only changes made to the Original Form 20-F are to revise the Exhibit Table to include the Company’s Clawback policy, which was erroneously omitted from the previous filing.

Except as noted above, the Company has not modified, or updated disclosures presented in this Amended Annual Report. Accordingly, the Amended Annual Report does not reflect events occurring after the Original Form 20-F or modify or update those disclosures affected by subsequent events.

TABLE OF CONTENTS

PART III.
ITEM 19.	EXHIBITS

ITEM 19. EXHIBITS

EXHIBIT INDEX

Exhibit Number		Description
1.1		Articles of Incorporation of rYojbaba Co., Ltd. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form F-1 filed on August 2, 2024).
2.1		Form of the Representative’s Warrants (incorporated by reference to Exhibit 4.1 to the Registrant’s Form F-1 filed on May 8, 2025).
2.2		Description of Securities (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 20-F filed on March 23, 2026)
4.1		Consulting and Services Agreement, dated as of April 4, 2023, between rYojbaba Co., Ltd. and HeartCore Enterprises, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form F-1 filed on August 2, 2024).
4.2		1st Stock Acquisition Rights Allotment Agreement, dated March 3, 2023, between rYojbaba Co., Ltd. and HeartCore Enterprises, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Form F-1 filed on August 2, 2024).
4.3		Independent Director Agreement between rYojbaba Co., Ltd. and Ferdinand Groenewald (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 6-K filed on August 15, 2025).
4.4		Underwriting Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 6-K filed on August 15, 2025).
4.5		Comprehensive Global Labor Support and Union Infrastructure Development Agreement with International Labor Union by and between rYojbaba Co., Ltd. and International Labor Union, dated October 1, 2025 (English Translation) (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 6-K filed on March 4, 2026)
8.1		List of Subsidiaries of the rYojbaba Co., Ltd. (incorporated by reference to Exhibit 21.1 to the Registrant’s Form F-1 filed on August 2, 2024).
11.1		Insider Trading Policy (incorporated by reference to Exhibit 11.1 to the Registrant’s Form 20-F on March 23, 2026)
12.1*		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2*		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1*		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*		Clawback Policy
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	rYojbaba Co., Ltd.
April 7, 2026	By:	/s/ Takayuki Nakano
	Name:	Takayuki Nakano
	Title:	Chief Executive Officer and Director