Yoshiharu Global Co. Files 8-K/A Amendment

TL;DR

Yoshiharu Global Co. amended its 8-K filing on June 17, 2024, concerning a material agreement and asset disposition.

AI Summary

Yoshiharu Global Co. filed an amendment (8-K/A) on July 5, 2024, regarding a material definitive agreement and the completion of an asset disposition. The report details events that occurred on June 17, 2024, related to these transactions.

Why It Matters

This amendment provides updated information and disclosures regarding significant corporate events, potentially impacting investor understanding of the company's financial position and strategic moves.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous report and primarily provides updated information rather than announcing new, high-impact events.

Key Players & Entities

• Yoshiharu Global Co. (company) — Registrant
• June 17, 2024 (date) — Date of earliest event reported
• July 5, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value YOSH The Nasdaq Stock Mar
• $1,800,000 — ). The Company agreed to pay the Seller $1,800,000 in cash, a promissory note in the princ
• $600,000 — missory note in the principal amount of $600,000 (the "Promissory Note") and a convertib
• $1,200,000 — tible note having a principal amount of $1,200,000 which shall be convertible into the Com
• $300,000 — l installment shall be in the amount of $300,000. The Promissory Note specifies that pay
• $180,000 — e will be paid an annual base salary of $180,000 with a performance bonus schedule based
• $100,0000 — for Restricted Stock Units worth up to $100,0000. The Employment Agreement specifies tha
• $3.6 million — bed in Item 1.01 above for an aggregate $3.6 million. The Company intends on filing the requ

Filing Documents

• form8-ka.htm (8-K/A) — 59KB
• ex10-1.htm (EX-10.1) — 172KB
• ex99-1.htm (EX-99.1) — 12KB
• ex99-2.htm (EX-99.2) — 394KB
• ex99-3.htm (EX-99.3) — 842KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-026396.txt ( ) — 1775KB
• yosh-20240702.xsd (EX-101.SCH) — 3KB
• yosh-20240702_lab.xml (EX-101.LAB) — 33KB
• yosh-20240702_pre.xml (EX-101.PRE) — 22KB
• form8-ka_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On June 12, 2024, Yoshiharu Global Co. (the "Company") executed an amended and restated asset purchase agreement (the "A&R Asset Purchase Agreement"), dated June 12, 2024, by and between the Company and Mr. Jiyuck Hwang, a restaurant operator ("Seller") which amended and restated that certain Asset Purchase Agreement originally dated as of November 21, 2023 as described in the Company's Form 8-K filed with the SEC on November 27, 2023. The parties executed the A&R Asset Purchase Agreement to allow for separate closings of the restaurants at the request of a lender, and for each closing to become effective as of April 20, 2024. Pursuant to the A&R Asset Purchase Agreement, the Company will purchase all or substantially all of the assets of the following three restaurant entities owned by the Seller: Jjanga, HJH and Aku (the "Acquisition"). The Company agreed to pay the Seller $1,800,000 in cash, a promissory note in the principal amount of $600,000 (the "Promissory Note") and a convertible note having a principal amount of $1,200,000 which shall be convertible into the Company's Class A common stock in accordance with the terms therein (the "Convertible Note"). Additionally, the Company has entered into an employment agreement with the Seller whereby the Seller will serve as the Managing Director of each restaurant upon consummation of the Agreement (the "Employment Agreement"). The A&R Asset Purchase Agreement also contains customary representations, warranties, indemnification provisions and closing conditions including the required audit of target assets in accordance with applicable SEC regulations. The principal sum of the Promissory Note shall be repaid by the Company to the Seller in two equal installments due November 30, 2024 and November 30, 2025. Each annual installment shall be in the amount of $300,000. The Promissory Note specifies that payments shall be made without the addition of interest. If t

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets On June 12, 2024, the Company closed the Acquisition described in Item 1.01 above for an aggregate $3.6 million. The Company intends on filing the requisite financial The summary provided herein of the A&R Asset Purchase Agreement is qualified in its entirety by reference to the whole of such agreement, which is included as Exhibit 10.1 attached hereto and the summarizes of the Promissory Note, Convertible Note and the Employment Agreement are qualified in their entirety by reference to the whole of each instrument, which were each included as Exhibits to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2023 (and also referenced herein). Item 9.01 Financial Statements and Exhibits The Promissory Note, Convertible Note and Employment Agreement were previously filed with the SEC on the Company's Current Report on Form 8-K on November 27, 2023. There were no changes to any of these agreements in the A&R Asset Purchase Agreement. The financial (i) the combined financial statements as of and for the years ended December 31, 2023 and 2022, (ii) the unaudited combined financial for the year ended December 31, 2023. (d) Exhibits. Exhibit No. Description 10.1 Amended and Restated Asset Purchase Agreement by and between the Company and the Seller dated June 12, 2024 10.2 Seller Carry Loan Note (incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K filed on November 27, 2023). 10.3 Convertible Note Agreement (incorporated by reference to Exhibit 99.3 to our Current Report on Form 8-K filed on November 27, 2023) 10.4 Employment Offer

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View this 8-K/A filing on SEC EDGAR