SC 13G: Triple One Investment Partnership
Sentiment: neutral
Topics: sc-13g
AI Summary
SC 13G filing by Triple One Investment Partnership.
Risk Assessment
Risk Level: low
Filing Stats: 3,300 words · 13 min read · ~11 pages · Grade level 15.5 · Accepted 2024-12-10 07:38:12
Filing Documents
- tm2429027d1_sc13g.htm (SC 13G) — 96KB
- 0001104659-24-127007.txt ( ) — 97KB
From the Filing
SC 13G 1 tm2429027d1_sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 MEDIROM Healthcare Technologies Inc. (Name of Issuer) American depositary shares, each representing one common share, no par value (Title of Class of Securities) 58510H103 (CUSIP Number) October 25, 2024 (Date of Event which Requires Filing of this Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1 (b) Rule 13d-1 (c) Rule 13d-1 (d) * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 9 Pages CUSIP No. 58510H103 13G Page 2 of 9 Pages 1 NAME OF REPORTING PERSON Triple One Investment Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Japan NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 380,019(1) 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 380,019(1) 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 380,019(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1%(2) 12 TYPE OF REPORTING PERSON* PN (1) Represents(i) 66,540 Common Shares underlying American Depository Shares purchased in the open market and (ii) 313,479 Common Shares issuable upon conversion of the Convertible Bonds held by Triple One Investment Partnership. Following conversion, such Common Shares may be exchanged into American Depository Shares at any time by the holder pursuant to the Deposit Agreement among MEDIROM Healthcare Technologies Inc., The Bank Of New York Mellon, and holders of the American Depositary Receipts. (2) This percentage is based on 5,041,950 common shares outstanding and an aggregate of 380,019 common shares, comprised of (i) 66,540 common shares underlying American Depository Shares purchased in the open market and (ii)313,479 common shares issuable upon conversion of the Convertible Bonds held by Triple One Investment Partnership, which are deemed to be outstanding and to be beneficially owned by the person holding the Convertible Bonds for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The number of shares outstanding is based on the Issuer’s Registration Statement on Form F-1/A filed by the issuer with the Securities and Exchange Commission on December 4, 2024. CUSIP No. 58510H103 13G Page 3 of 9 Pages 1 NAME OF REPORTING PERSON Kabushiki Kaisha CARPE DIEM 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Japan NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 380,019(1) 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 380,019(1) 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7.1%(2) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1%(2) 12 TYPE OF REPORTING PERSON* CO (1) Represents(i) 66,540 Common Shares underlying American Depository Shares purchased in the open market and (ii) 313,479 Common Shares issuable upon conversion of the Convertible Bonds held by Triple One Investment Partnership. Following conversion, such Common Shares may be exchanged into American Depository Shares at any time by the holder pursuant to the Deposit Agreement among MEDIROM Healthcare Technologies Inc., The Bank Of New York Mellon, and holders of the American Depositary Receipts. Kabushiki Kaisha CARPE DIEM is the Representative Partner of Triple One Investment Partnership. Kabushiki Kaisha CARPE DIEM disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. (2) This percentage is based on 5,041,950 common shares outstanding and an aggregate of 380,019 common shares, comprised of (i) 66,54