Exhibit 10.1

Incorporation-type Company Split Plan

This Incorporation-type Company Split Plan (hereinafter referred to as this “Plan”) is made by MEDIROM Healthcare Technologies Inc. (hereinafter referred to as the "Company") for the purpose to implement the company split (hereinafter referred to as the " Company Split") in accordance with which MEDIROM MOTHER Labs Inc., the newly established company (hereinafter referred to as "NewCo"), succeeds to the rights and obligations in connection with the business operated by the Company (defined in Article 1) as follows:

Article 1 (Incorporation-type Company Split)

The Company shall implement the Company Split in accordance with which NewCo will succeed to the rights and obligations in connection with the healthtech business operated by the Company (hereinafter referred to as the “Business”). The description of the Business is set forth in Article 5.

Article 2 (Incorporation Date)

The date of incorporation of NewCo (hereinafter referred to as the “Incorporation Date”) shall be July 3rd, 2023. The Company may change the Incorporation Date, if necessary in accordance with the progress.

Article 3 (Matters to be Stated in Articles of Incorporation of NewCo)

The purpose, trade name, location of the head office, the number of authorized shares, and other matters to be stated in the Articles of Incorporation of NewCo shall be set forth in Exhibit 1. The address of the head office shall be 2-3-1 Daiba, Minato-ku, Tokyo.

Article 4 (Director at Incorporation of NewCo)

Directors at Incorporation of NewCo shall be as follows:

Article 5 (Rights and Obligations to be Assumed by NewCo)

1. NewCo shall assume from the Company the rights and obligations in connection with the Business stated in Exhibit 2 on the Incorporation Date. The valuation of assets and liabilities of the rights and obligations to be assumed shall be based on the recorded amount on the balance sheet as of December 31, 2022 and other then-balance, and concluded by adjustment of increase/decrease generated until the previous date of the Incorporation Date thereafter; provided, however, that rights and obligations the assumption of which is not allowed by law or contract shall be excluded.

2. With respect to obligations assumed by NewCo pursuant to the previous paragraph, the Company shall remain jointly and severally liable; provided, however, that the Company shall be entitled to reimbursement to NewCo for whole amount incurred by the Company if the Company has performed or otherwise worked on the obligations assumed by NewCo.

Article 6 (Shares to be Issued upon Company Split)

The number of shares of NewCo to be issued in the Company Split shall be 100 shares, and in consideration for the rights and obligations in connection with the Business set forth in Paragraph 1 of Article 5, all of the amounts shall be issued to the Company.

Article 7 (Matters Concerning the Amount of Registered Capital and Capital Reserves of NewCo)

The amount of the registered capital and capital reserves of NewCo shall be as follows; provided, however, that such amount shall be subject to change by conditions of assets and liabilities of the Company as of the Incorporation Date, etc.

Article 8 (Method of Company Split)

The Company shall implement the Company Split without obtaining the approval of the general meeting of shareholders pursuant to Article 805 of the Companies Act of Japan. The base date under Paragraph 1 of Article 207 of the Ordinance on the Companies Act shall be June 30, 2023.

Article 9 (Compete)

With regard to the Business, the Company shall not be subject to the obligation to compete against NewCo set forth in Paragraph 1 of Article 21 of the Companies Act.

Article 10 (Amendment and Suspension of Terms of the Company Split)

After this Plan is established, but before the Incorporation Date, the Company may amend the terms of the Company Split or other terms of the Plan, or suspend the Company Split, in case any material change in conditions of assets or operation of the Company occurs, in case any events adversely and materially affecting the implementation of the Plan occurs, or in any other case the achievement of the purpose of the Plan becomes difficult, due to any natural disaster or any other reason.

Article 11 (Matters not Stipulated in the Plan)

In addition to the matters stipulated in the Plan, matters necessary for the Company Split shall be determined by the Company in accordance with the purpose of this Plan.

May 31, 2023

2-3-1, Daiba, Minato-ku, Tokyo 

MEDIROM Healthcare Technologies Inc. 

Representative Director: /s/ Kouji Eguchi Articles of Incorporation of NewCo

Exhibit 1

Exhibit 2

Description of Succeeded Rights and Obligations

1. Scope of Business

Of the businesses operated by the Company, the Business shall be the business in connection with the healthtech business (which is government-sponsored specific health guidance program utilizing application and device and production and sales of MOTHER Bracelet).

2. Assets

Part of current assets and non-current assets belonging to the Business

3. Liabilities

Part of current liabilities and non-current liabilities which belong to the Business but not to others.

4. Contracts (See Item 5 for employment contracts)

Contracts executed by the Company belonging to the Business, existing as of the time immediately before the effectiveness of the Company Split; however, excluding contracts that relate to Company’s businesses other than the Business.

5. Employment Contracts

Contractual status in connection with employment contracts executed by the Company related to the Business and any other rights and obligations thereunder; however, excluding wage rights and obligations and premium of social insurance arose by the previous date of the Incorporation Date.

6. Intellectual Properties

No intellectual properties are subject to succession.

7. Permission, etc.

Licenses, permits, approvals, grants, registrations, notifications, etc. relating to the Business that can be succeeded by laws and regulations.

Exhibit 10.2

Absorption-type Company Split Agreement

This Absorption-type Company Split Agreement (hereinafter referred to as this “Agreement”) is entered into between Bell & Joy Power Partners Inc. (hereinafter referred to as "BJPP") and MEDIROM Healthcare Technologies Inc. (hereinafter referred to as "MEDIROM") as follows:

Article 1 (Absorption-type Company Split)

BJPP and MEDIROM shall implement an absorption-type demerger (hereinafter referred to as the "Absorption-type Company Split") in accordance with the provisions of this Agreement for the purpose of succession of the rights and obligations in connection with the salon development business and the business of provision of information system and back-office service (hereinafter referred to as the "Businesses") from MEDIROM to BJPP.

Article 2 (Trade Name and Address of Succeeding Company and Splitting Company)

The trade names and addresses of the Succeeding Company and the Splitting Company pertaining to the Absorption-type Company Split are as follows:

(1) Succeeding Company 

Trade Name: Bell & Joy Power Partners Inc. 

Address: 2-3-1, Daiba, Minato-ku, Tokyo

(2) Splitting Company 

Trade Name: MEDIROM Healthcare Technologies Inc. 

Address: 2-3-1, Daiba, Minato-ku, Tokyo

Article 3 (Rights and Obligations to Succeed)

1. Upon the Absorption-type Company Split, BJPP shall assume from MEDIROM its assets, liabilities, contractual status and other rights and obligations stated in Exhibit "Description of Succeeded Rights and Obligations" in connection with the Businesses.

2. With respect to any obligations to be succeeded to by BJPP from MEDIROM, MEDIROM shall remain jointly and severally liable after the Effective Date (defined in Article 5).

Article 4 (Consideration for Absorption-type Company Split)

No shares, monies, or any other consideration shall be provided by BJPP to MEDIROM in consideration for the Absorption-type of Company Split.

Article 5 (Effective Date)

The effective date of the Absorption-type Company Split (hereinafter referred to as the "Effective Date") shall be July 3rd, 2023. Provided, however, that such date may be changed after discussion between BJPP and MEDIROM if necessary for process of the Absorption-type Company Split or due to any other reason.

Article 6 (Shareholders' Meeting for Approval of Company Split)

1. Pursuant to Paragraph 1 of Article 796 of the Companies Act, BJPP shall implement the Absorption-type Company Split without obtaining the approval of the general meeting of shareholders set forth in Paragraph 1 of Article 795 of the Companies Act.

2. Pursuant to Paragraph 2 of Article 784 of the Companies Act, MEDIROM shall implement the Absorption-type Company Split without obtaining the approval of the general meeting of shareholders set forth in Paragraph 1 of Article 783 of the Companies Act. The base date referred to in Paragraph 1 of Article 187 of the Ordinance on the Companies Act shall be June 30, 2023.

Article 7 (Management of Company Assets)

BJPP and MEDIROM shall exercise due care as a prudent manager in performing its duties and managing its assets from the date of this Agreement to the previous date of the Effective Date, and with regard to any act materially affecting its assets or rights and obligations, BJPP and MEDIROM shall proceed with such act after discussion between BJPP and MEDIROM and mutual consent.

Article 8 (Compete)

With regard to the Businesses, MEDIROM shall not be subject to the obligation to compete set forth in Article 21 of the Companies Act.

Article 9 (Change of Split Term, etc.)

After the execution date of this Agreement, but before the Effective Date, terms of the Absorption-type Company Split hereunder may be amended, or terminated, in case any material change in conditions of assets or operation of BJPP or MEDIROM occurs, or in any other case any events adversely and materially affecting the implementation of the Absorption-type Company Split occurs, due to any natural disaster or any other reason.

Article 10 (Matters not Stipulated in this Agreement)

In addition to the matters stipulated in this Agreement, any matters necessary for the Absorption-type Company Split shall be determined by BJPP and MEDIROM in accordance with the purpose of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed in duplicate, and BJPP shall retain the original, and MEDIROM shall retain a copy thereof, with the name and seal affixed by BJPP and MEDIROM.

May 31, 2023

BJPP:      2-3-1, Daiba, Minato-ku, Tokyo 

Bell & Joy Power Partners Inc. 

/s/ Daihachiro Kawaguchi, Representative Director

MEDIROM: 2-3-1, Daiba, Minato-ku, Tokyo 

MEDIROM Healthcare Technologies Inc. 

Exhibit

Description of Succeeded Rights and Obligations

/s/ Kouji Eguchi, Representative Director BJPP shall succeed from MEDIROM to the following assets, liabilities, contractual status and other rights and obligations incidental thereto relating to the Businesses as of the Effective Date (which is the date defined in Article 5 hereof) by the Absorption-type Company Split:

1. Assets

Part of current assets and non-current assets belonging to the Businesses

2. Liabilities

Part of current liabilities and non-current liabilities which belong to the Businesses but not to others.

3. Contracts (See Item 4 for employment contracts)

Contracts executed by MEDIROM belonging to the Businesses, existing as of the time immediately before the effectiveness of the Absorption-type Company Split; however, excluding contracts that relate to MEDIROM’s businesses other than the Businesses.

4. Employment Contracts

Contractual status in connection with employment contracts executed by MEDIROM related to the Businesses and any other rights and obligations thereunder; however, excluding wage rights and obligations and premium of social insurance arose by the previous date of the Effective Date.

5. Intellectual Properties

No intellectual properties are subject to the succession.

6. Permission, etc.

Licenses, permits, approvals, grants, registrations, notifications, etc. relating to the Businesses that can be succeeded to by laws and regulations.

Exhibit 99.1

MEDIROM Healthcare Technologies Inc.

Announces Group Reorganization

New York/June 2, 2023 – MEDIROM Healthcare Technologies Inc. (NasdaqCM: MRM), a holistic healthcare company based in Japan (“MEDIROM” or the “Company”), today announced that at a meeting of the Board of Directors held on May 31, 2023, the Board approved a reorganization of the Company, where the Company will transfer its Digital Preventative Healthcare business to a newly established wholly-owned subsidiary of the Company and transfer the Company’s existing salon development department (which is responsible for sourcing and setting up store spaces) and general corporate department (which includes accounting, legal, general affairs, human resources, IT and corporate functions) to an existing wholly-owned subsidiary of the Company (the transactions contemplated thereunder collectively, the “Reorganization”). The Reorganization is expected to become effective July 3, 2023, which is further described below:

In addition, by spinning off the Company’s salon development and general corporate departments, each operating subsidiary is expected to benefit from quick decision-making and independent management, which, in turn, may strengthen the business competitiveness of each subsidiary. As a result of the Reorganization, the parent company, MEDIROM Healthcare Technologies Inc., as a holding company, will continue to support the business growth of each operating subsidiary and strive to enhance the corporate value of the entire group.

About MEDIROM Healthcare Technologies Inc.

MEDIROM, a holistic healthcare company, operates 313 (as of April 30, 2023) relaxation salons across Japan, Re.Ra.Ku®, being its leading brand, and provides healthcare services. In 2015, MEDIROM entered the health tech business, and launched new healthcare programs using on-demand training app called “Lav®”, which is developed by the Company. MEDIROM also entered the device business in 2020 and has developed a smart tracker “MOTHER Bracelet®”. MEDIROM hopes that its diverse health related services and products offering will help it collect and manage healthcare data from users and customers and enable it to become a leader in big data in the healthcare industry. For more information, visit https://medirom.co.jp/en.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about the Company’s possible or assumed operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “design,” “target,” “aim,” “hope,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “project,” “potential,” “goal,” or other words that convey the uncertainty of future events or outcomes. These statements relate to future events or to the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to be different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could, and likely will, affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and liquidity. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ from those anticipated in these forward-looking statements, even if new information becomes available in the future.

■ Contacts

Investor Relations Team 

ir@medirom.co.jp