Yoshiharu Global Co. Completes Asset Acquisition

TL;DR

Yoshiharu Global Co. just bought some assets, filing an 8-K on 6/12/24.

AI Summary

On June 12, 2024, Yoshiharu Global Co. reported the completion of an acquisition of assets. The company, incorporated in Delaware with its principal executive offices in Buena Park, CA, filed a Form 8-K to disclose this material definitive agreement and the subsequent completion of the asset acquisition.

Why It Matters

This filing indicates a significant strategic move for Yoshiharu Global Co., potentially expanding its operations or market reach through the acquisition of new assets.

Risk Assessment

Risk Level: medium — Acquisitions can introduce integration challenges, financial risks, and strategic uncertainties that may impact the company's future performance.

Key Numbers

• 001-41494 — SEC File Number (Identifies the company's filing with the SEC.)
• 87-3941448 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Yoshiharu Global Co. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Buena Park, CA (location) — Principal Executive Offices
• June 12, 2024 (date) — Date of earliest event reported

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-k.htm (8-K) — 52KB
• ex10-1.htm (EX-10.1) — 169KB
• ex99-1.htm (EX-99.1) — 12KB
• ex99-1_001.jpg (GRAPHIC) — 24KB
• 0001493152-24-024072.txt ( ) — 478KB
• yosh-20240612.xsd (EX-101.SCH) — 3KB
• yosh-20240612_lab.xml (EX-101.LAB) — 33KB
• yosh-20240612_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission File No.) (IRS Employer Identification No.) 6940 Beach Blvd. , Suite D-705 Buena Park , CA 90621 (Address of principal executive offices and zip code) (714) 694-2403 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.0001 par value YOSH The Nasdaq Stock Market LLC (Nasdaq Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 the Company fails to make any payments as required, the Promissory Note states that the entire balance shall become immediately due and payable. The Convertible Note states that the principal sum shall accrue interest at a rate of 0.5% per annum and specifies that the maturity date is one year from the closing date. The terms of the Convertible Note provide that upon the maturity date, the Seller has the right to convert any outstanding and unpaid portion of the Convertible Note into the Class A Common stock of the Company. If the Seller chooses to exercise this right, the conversion price will be 150% of the average of the highest and lowest prices of the Company's stock during the five business days immediately after the closing date of the Amended Asset Agreement (the "Conversion Price Formula"). If the closing stock price on the conversion date is lower than the price produced via the Conversion Price Formula, the Seller sh

View Full Filing

View this 8-K filing on SEC EDGAR