RYOJ · rYojbaba Co., Ltd. Common Shares

This 20-F/A is not a financial update but a targeted regulatory correction: it inserts Exhibit 97.1 — the newly adopted Clawback Policy — which was inadvertently omitted from the original Form 20-F filed on March 23, 2026. The explanatory note makes clear that no financial data, management commentary, risk factors, or operational disclosures were revised; the amendment does not reflect events after March 23, nor does it adjust any previously reported results. This underscores the filing’s purely procedural nature — it satisfies Nasdaq and SEC listing and disclosure mandates without signaling any change in financial condition, performance, or governance posture beyond formal policy adoption. The Clawback Policy itself is boilerplate-compliant, aligning precisely with Rule 10D-1 requirements: it applies to incentive-based compensation received during the three fiscal years preceding any future accounting restatement, defines 'Erroneously Awarded Compensation' strictly relative to restated financials, and prohibits indemnification — all standard for Nasdaq-listed issuers post-2023. Critically, the policy’s effective date of August 15, 2025 confirms it was adopted ahead of the December 31, 2025 fiscal year-end, meaning it governs compensation decisions made during FY2025 but only triggers upon a future restatement — none of which is disclosed or implied here. The absence of any mention of restatements, audit qualifications, internal control exceptions, or financial corrections reinforces that FY2025 reporting remains unaudited and unchallenged as filed. Investors should note that while the policy enhances governance transparency, its inclusion does not imply past misconduct — rather, it reflects routine compliance maturation following the company’s Nasdaq listing. With no financial packet or business context provided, no inference can be drawn about revenue, profitability, liquidity, or operations; all such analysis must await the next substantive filing. For now, the sole material development is administrative completeness — the company has closed a disclosure gap, not a performance gap.