UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of March 2026
Commission
File Number: 001-42781
rYojbaba
Co., 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 ☐
INFORMATION
CONTAINED IN THIS FORM 6-K
rYojbaba
Co., Ltd. (the “Company”) is furnishing this Report on Form 6-K to provide information concerning an agreement it entered
into with the International Labor Union. A copy of the agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference
On
March 3, 2026, the Company issued a press release titled “rYojbaba Announces $3.2 Million Comprehensive Global Labor Support and
Union Infrastructure Development Agreement with International Labor Union.” A copy of this press release is furnished as Exhibit
99.2 to this Report on Form 6-K and is incorporated herein by reference.
This
Report on Form 6-K and the information contained herein shall be deemed to be furnished and not filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the ‘Exchange Act’), or otherwise subject to the liabilities of that section,
and shall not be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
EXHIBIT
INDEX
| Exhibit |
|
Description |
| 99.1 |
|
Comprehensive Global Labor Support and Union Infrastructure Development Agreement with International Labor Union by and between rYojbaba Co., Ltd. and International Labor Union (English Translation) |
| 99.2 |
|
Press Release dated March 3, 2026 – rYohbaba Announces $3.2 Million Comprehensive Global Labor Support and Union Infrastructure Development Agreement with International Labor Union |
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 4, 2026
Exhibit 99.1
This document is a translation of the original
Japanese version and is provided for reference purposes only. In the event of any inconsistencies or discrepancies between this translation
and 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.
COMPREHENSIVE
AGREEMENT
ON
INTERNATIONAL LABOR SUPPORT AND UNION INFRASTRUCTURE DEVELOPMENT
This
Comprehensive Agreement on International Labor Support and Union Infrastructure Development (the “Agreement”) is entered
into as of October 1, 2025 (the “Effective Date”), by and between:
rYojbaba
Co., Ltd., a company duly incorporated under the laws of Japan and listed on the Nasdaq Capital Market (“Party A”); and
International
Labor Union, an international labor organization (“Party B”).
Party
A and Party B are hereinafter collectively referred to as the “Parties.”
Article
1. Background
The
Parties enter into this Agreement based on the following background and international social considerations:
| 1. | Prior
to its listing on the Nasdaq market, Party A established a global Free Labor Union model
and has continuously provided cross-disciplinary support in the areas of legal affairs, labor
affairs, subsidies, and consulting. Such activities include structural analysis of domestic
and international labor markets, statistical data development, and governance design for
union operations. |
| | | |
| 2. | Following
its Nasdaq listing, in October 2025, Party A commenced formal collaboration with Guardian
Girls International (GGI), a U.S.-based NGO addressing women’s protection and gender-based
violence issues. Through such collaboration, Party A established connections with international
institutions, including UNFPA, UNU, ILO and other related entities (collectively, the “International
Institutions”). As a result, the scope of labor support expanded internationally, particularly
with increasing foreign workers in ASEAN regions. |
This document is a translation of the original Japanese version and is provided for reference
purposes only. In the event of any inconsistencies or discrepancies between this translation and 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.
| 3. | In
light of the expansion of collaboration with GGI and international institutions, Party B
has been required to institutionalize and address various labor-related issues, including
but not limited to: |
| ○ | Unpaid
wage claims, |
| | | |
| ○ | Unpaid
compensation for sport workers, |
| | | |
| ○ | Corporate
responsibility concerning illegal labor practices, |
| | | |
| ○ | Executive accountability,
which have not traditionally been handled within conventional union frameworks. |
| 4. | The
composition of union membership has significantly transformed from primarily Japanese members
to a global structure centered on foreign skilled workers, international students, and mid-
to long-term migrant workers. |
| | | |
| 5. | Through
its collaboration with Party B, Party A has facilitated official connections with International
Institutions and large-scale Chinese state-owned enterprises, including China Poly Group
Corporation, thereby completing numerous international labor projects that exceed the ordinary
scope of consulting services and constitute highly public international labor support. |
| | | |
| 6. | As
international labor support services are delivered in multiple phases over time, it is essential
to establish a contractual model that temporarily alleviates Party B’s payment burden
in order to ensure public interest and long-term sustainability of union operations. |
Article
2. Purpose
The
purpose of this Agreement is for Party A to provide comprehensive support to Party B, including:
| ● | International
labor protection initiatives, |
| | | |
| ● | Union
infrastructure development, |
| | | |
| ● | Membership
expansion support, |
This document is a translation of the original Japanese version and is provided for reference
purposes only. In the event of any inconsistencies or discrepancies between this translation and 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.
| ● | Optimization
of subsidy systems, |
| | | |
| ● | Coordination
with international institutions and corporations, |
| | | |
| ● | Data
infrastructure development, |
| | | |
| ● | Human
resource platform construction, |
thereby
maximizing Party B’s sustainability, public mission, and international role.
Article
3. Scope of Services
Party
A shall provide Party B with services including, but not limited to:
| 1. | International
labor policy advisory; |
| | | |
| 2. | Governance
and organizational restructuring support; |
| | | |
| 3. | Development
of financial improvement models linked to subsidy systems; |
| | | |
| 4. | Support
for large-scale membership expansion; |
| | | |
| 5. | Coordination
with International Institutions and state-affiliated enterprises; |
| | | |
| 6. | Establishment
of data systems and operational frameworks; |
| | | |
| 7. | Development
of sustainable funding structures; |
| | | |
| 8. | Other
matters deemed necessary by Party A to address international labor issues. |
Article
4. Nature of Obligations
| 1. | Party
A’s obligations under this Agreement shall be continuing performance obligations over
the contractual term, and deliverables shall be provided in stages as part of an ongoing
process. |
| | | |
| 2. | Party
A confirms it will complete the following by December 31, 2025: |
| ○ | Establishment
of connections with International Institutions and China Poly Group Corporation; |
| | | |
| ○ | Infrastructure
development to support transition toward a foreign-worker-centered union structure; |
| | | |
| ○ | Development
of a subsidy-linked financial improvement model; |
| | | |
| ○ | Establishment
of an operational framework capable of accepting large-scale union membership. |
This
document is a translation of the original Japanese version and is provided for reference purposes only. In the event of any inconsistencies
or discrepancies between this translation and 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.
Article
5. Term
This
Agreement shall remain in effect for one (1) year from the Effective Date and may be renewed upon mutual agreement of the Parties.
Article
6. Compensation and Payment Method
| 1. | Party
B shall pay Party A a total fee of JPY 500,000,000 (excluding applicable taxes). |
| | | |
| 2. | Payment
shall commence from the end of the month following the lapse of six (6) months from the completion
date set forth in Article 4(2), and shall be made in equal monthly installments over a twelve
(12) month period. |
| | | |
| 3. | The
payment structure is designed to ensure sustainability and public-interest objectives, taking
into account Party B’s union-fee-free model and the need to stabilize initial cash
flow during foreign membership expansion. |
| | | |
| 4. | Party
B shall use its best efforts to complete payment as early as reasonably practicable. |
Article
7. Reasonableness of Revenue Recognition
The
services provided by Party A involve highly specialized processes, including international projects with GGI and International Institutions,
migrant worker support, and union infrastructure development. The results of such services are inherently concentrated within specific
periods, and revenue recognition shall be interpreted accordingly in compliance with applicable accounting standards.
Article
8. Confidentiality
The
Parties shall not disclose to any third party any confidential information obtained in connection with international projects, union
member information, corporate information, or matters related to this Agreement without prior written consent.
Article
9. Amendments and Governing Interpretation
| 1. | Any
amendment or addition to this Agreement shall be made in writing and signed by both Parties. |
| | | |
| 2. | This
Agreement shall be interpreted in compliance with the Companies Act of Japan, the Financial
Instruments and Exchange Act of Japan, applicable accounting standards, and Nasdaq rules. |
IN
WITNESS WHEREOF, the Parties have executed this Agreement in duplicate, each retaining one original.
Date:
October 1, 2025
Party
A
rYojbaba Co., Ltd.
Representative Director
Ryoji Baba
Party
B
International Labor Union
Executive Chairman
PECH ROTHANAK
Exhibit 99.2
rYojbaba
Announces $3.2 Million Comprehensive Global Labor Support and Union Infrastructure Development Agreement with International Labor Union
FUKUOKA,
JAPAN, March 3, 2026 - rYojbaba Co., Ltd. (Nasdaq: RYOJ) (“rYojbaba” or the “Company”), a Japanese consulting
and health services company, announced a Comprehensive Agreement on International Labor Support and Union Infrastructure Development
(the “Agreement”) for the International Labor Union (“ILU”). The Agreement is a one year, JPY ¥500 million
agreement (or USD $3.2 million, based on Federal Reserve Foreign Exchange Rates of ¥156.05 - USD $1.00, as of February 27, 2026).
Under
the Agreement, rYojbaba has commenced and continued to provide comprehensive international labor support and infrastructure build-out
needed to strengthen ILU’s sustainability, public mission, and global role. rYojbaba continues to provide ongoing support for international
labor protection, union-infrastructure development, membership expansion, subsidy-system optimization, coordination with international
institutions, along with a range of high-level advisory and organization services.
As
the execution of the Agreement progresses, rYojbaba is actively implementing these services and continues to establish connections with
United Nations agencies and the China Poly Group Corporation, build the foundational infrastructure needed to transition toward a foreign
worker-led membership structure, develop a wage improvement model linked to public subsidy programs, and create an operational framework
capable of supporting large-scale union membership.
ILU
faced rapidly growing operational demands driven by a major shift in its membership from domestic Japanese workers to a global base of
foreign skilled workers, international students, and mid- to long-term migrant workers. This transformation brought increasingly complex
issues that ILU’s traditional union structures were not equipped to manage, including unpaid wage claims, unpaid compensation,
illegal labor practices, and executive accountability. As these challenges intensified, ILU required a partner with international reach,
institutional relationship, and specialized expertise.
rYojbaba’s
recent corporate developments, including the development of a Free Labor Union model, collaborations and partnerships with non-governmental
organization (NGO) Guardian Girls International, and engagements with United Nations-affiliated organizations, including the International
Labor Organization, United Nations Population Fund (UNFPA), and United Nations University (UNU), collectively position the Company to
deliver a comprehensive international labor union support model with significant public interest value for global institutions.
“The
corporate milestones we have achieved and the strategic relationships we have built with key players addressing global labor and societal
issues will be instrumental in delivering the full scope of services for ILU,” said Company CEO Ryoji Baba. “We believe the
foundations established, combined with the depth of experience across our team, will directly support the successful execution under
this agreement and underscores our commitment to setting a higher standard in international labor support. Looking ahead, our strategy
focuses not only on expanding the scope and impact of our partnerships, but also strengthening labor governance systems to promote sustainable,
resilient labor infrastructure across global communities.”
The
Company accounts for the Agreement in accordance with applicable revenue recognition standards. The Company has identified ongoing service
obligations under the Agreement, and revenue will be recognized as those performance obligations are satisfied in accordance with the
relevant accounting standards. As of December 31, 2025, the Company has not recognized any revenue related to this Agreement.
About
rYojbaba Co., Ltd.
rYojbaba
operates a labor consulting and health services business. The labor consulting business provides strategic consulting services for both
Japanese companies and labor unions, with the underlying goal to bridge the gap between Japan’s labor culture issues and the lack
of solutions for work-related dissatisfactions. rYojbaba also operates 29 osteopathic clinics and 1 beauty salon across Japan within
its health services business, primarily offering judo theory, a form of osteopathic medicine practiced in Japan. To learn more, visit
https://www.ryojbaba.com/.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements” within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements reflect the current views, expectations, and assumptions of the Company regarding future
events, including but not limited to the ongoing performance of services under the Agreement; the anticipated timing of payments under
the Agreement; expected revenue recognition; the sustainability and expansion of union membership; coordination with international institutions
and state-affiliated enterprises; and the potential business, financial and social impact of such activities.
Investors
can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,”
“expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,”
“will,” “would,” “should,” “could,” “may” or other similar expressions. Although
the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such
expectations will turn out to be correct, as they are subject to a number of known and unknown risks and uncertainties. Such risks and
uncertainties include, among others: risks related to the execution, performance, enforceability, modification or termination of the
Agreement; the Company’s ability to deliver the contemplated services within the expected timeframe or budget; the timing and recognition
of revenue, if any, under the Agreement; the availability and continuation of public subsidy programs; changes in labor, immigration,
or employment laws and regulations in Japan or other relevant jurisdictions; the performance and cooperation of third-party organizations,
including international institutions and counterparties; geopolitical and macroeconomic conditions; foreign currency exchange rate fluctuations;
and reputational risks. The Company encourages investors to read the risk factors contained in the Company’s final prospectus and
other reports it files with the SEC before making any investment decisions regarding the Company’s securities. The Company undertakes
no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or
changes in its expectations, except as may be required by law.
Investor
Relations
John
Yi and Steven Shinmachi
Gateway
Group, Inc.
949-574-3860
RYOJ@gateway-grp.com
