Vestand Inc. Enters Material Definitive Agreement

TL;DR

Vestand Inc. just signed a big deal, creating a new financial obligation. Keep an eye on this.

AI Summary

On August 28, 2025, Vestand Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, formerly known as Yoshiharu Global Co. and Yoshiharu Holdings Corp, is incorporated in Delaware and operates in the retail-eating places sector.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Vestand Inc., which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce financial risks and uncertainties for a company.

Key Players & Entities

• Vestand Inc. (company) — Registrant
• August 28, 2025 (date) — Date of earliest event reported
• Yoshiharu Global Co. (company) — Former company name
• Yoshiharu Holdings Corp (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• 5812 (sic_code) — Standard Industrial Classification for Retail-Eating Places

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value VSTD The Nasdaq Stock Mar
• $4,400,000 — to which the Investor agreed to invest $4,400,000 in exchange for a convertible note from
• $2,900,000 — ote would be paid in three tranches (i) $2,900,000 shall be paid to the Company on or befo
• $750,000 — y on or before September 11, 2025, (ii) $750,000 shall be paid to the Company on or befo

Filing Documents

• form8-k.htm (8-K) — 42KB
• ex10-1.htm (EX-10.1) — 86KB
• 0001641172-25-026609.txt ( ) — 307KB
• yosh-20250828.xsd (EX-101.SCH) — 3KB
• yosh-20250828_lab.xml (EX-101.LAB) — 34KB
• yosh-20250828_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): August 28, 2025 Vestand Inc. (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.) 596 Apollo St. Brea , CA 92821 (Address of principal executive offices and zip code) (714) 694-2403 (Registrant's telephone number, including area code) Yoshiharu Global Co. (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 VSTD 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. As previously disclosed, on July 29, 2025, Vestand Inc. (formerly Yoshiharu Global Co.) (the "Company") entered into a Convertible Note Subscription Agreement (the "Agreement") with Open Innovation Fund (the "Investor"), pursuant to which the Investor agreed to invest $4,400,000 in exchange for a convertible note from the Company. On August 28, 2025, the parties signed an amendment to the Agreement (the "Amendment") to provide that the amounts under the convertible note would be paid in three tranches (i) $2,900,000 shall be paid to the Company on or before September 11, 2025, (ii) $750,000 shall be paid to the Company on or before September 30, 2025, and (iii) $750,000 shall be paid on or before October 15, 2025. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Amendment. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03. Forward Looking Statements This press release includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements regarding our position to execute on our growth strategy, and our ability to expand our leadership position. These forward-looking statements include, but are not limited to, the Company's beliefs, plans, goals, objectives, expectations, assumptions, estimates, intentions, future performance, other statements that are not historical facts and "believes", "seeks", "estimates" or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in, or suggested by, these forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our filings with the SEC including our Form 10-K for the year ended December 31, 2024, and subsequent reports we file with the SEC from time to time, which

View Full Filing

View this 8-K filing on SEC EDGAR