Yoshiharu Global Co. Files S-1 Registration Statement

TL;DR

<b>Yoshiharu Global Co. has filed an S-1 registration statement for a proposed public offering of securities.</b>

AI Summary

Yoshiharu Global Co. (VSTD) filed a IPO Registration (S-1) with the SEC on April 19, 2024. Yoshiharu Global Co. has filed an S-1 registration statement with the SEC. The company is incorporated in Delaware and its principal executive offices are located in Buena Park, CA. Yoshiharu Global Co. operates in the Retail-Eating Places industry (SIC Code 5812). The filing indicates the company is a smaller reporting company and an emerging growth company. The proposed sale of securities is to commence as soon as practicable after the effective date of the registration statement.

Why It Matters

For investors and stakeholders tracking Yoshiharu Global Co., this filing contains several important signals. This S-1 filing is a prerequisite for Yoshiharu Global Co. to conduct an Initial Public Offering (IPO), allowing it to raise capital from public investors. As an emerging growth company and smaller reporting company, Yoshiharu Global Co. may benefit from certain regulatory accommodations, potentially impacting its reporting obligations and compliance costs.

Risk Assessment

Risk Level: low — Yoshiharu Global Co. shows low risk based on this filing. The filing is an S-1 registration statement, which is a standard procedural step for an IPO and does not contain specific financial performance data or operational details that would indicate immediate risk.

Analyst Insight

Monitor future filings for detailed financial statements, business operations, and risk factors to assess the viability of the proposed public offering.

Key Numbers

• 5812 — SIC Code (Retail-Eating Places)
• 333-278840 — SEC File Number (Registration)
• 2024-04-19 — Filing Date (S-1 Registration Statement)

Key Players & Entities

• Yoshiharu Global Co. (company) — Registrant
• SEC (regulator) — U.S. Securities and Exchange Commission
• Delaware (company) — State of incorporation
• Buena Park, CA (company) — Principal executive offices location
• James Chae (person) — Chief Executive Officer
• Pryor Cashman LLP (company) — Legal counsel
• Matthew Ogurick (person) — Legal counsel

FAQ

Risk Factors

• Registration Statement Requirements [medium — regulatory]: The S-1 filing itself is a complex document with specific disclosure requirements under the Securities Act of 1933, and any inaccuracies or omissions could lead to regulatory scrutiny.

Industry Context

Yoshiharu Global Co. operates within the restaurant industry, specifically classified under Retail-Eating Places. This sector is characterized by consumer demand, operational efficiency, and competitive market dynamics.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States. Compliance with SEC regulations is mandatory for public offerings.

What Investors Should Do

1. Review the full S-1 filing for detailed financial projections and business strategy.
2. Track the SEC's review process and any potential comments or amendments to the registration statement.
3. Analyze the company's competitive landscape and market position once more information is disclosed.

Key Dates

• 2024-04-19: S-1 Filing — Initiation of the public offering process.

Glossary

S-1

A registration statement filed with the SEC by companies intending to offer securities to the public. (This filing is the initial step for Yoshiharu Global Co. to become a publicly traded company.)

Emerging Growth Company

A company with total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. (Indicates Yoshiharu Global Co. may qualify for certain scaled disclosure requirements and extended transition periods for new accounting standards.)

Smaller Reporting Company

A company that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not an emerging growth company, and that has a public float of less than $250 million. (Suggests Yoshiharu Global Co. may have less stringent reporting and disclosure obligations compared to larger public companies.)

Year-Over-Year Comparison

This is the initial S-1 filing for Yoshiharu Global Co., indicating the commencement of its process to become a publicly traded entity. No prior comparable filings are available in this context.

Key Financial Figures

• $0.0001 — of our Class A common stock, par value $0.0001 per share (&ldquo;Class A Common Stock&
• $5,000,000 — that we may sell up to an aggregate of $5,000,000 of our Class A Common Stock to the Sell
• $4.23 — n Stock on Nasdaq on April 18, 2024 was $4.23 per share. Investing in our securitie
• $4.00 — k&rdquo;) at a public offering price of $4.00 per share, generating gross proceeds of
• $11,760,000 — per share, generating gross proceeds of $11,760,000. Net proceeds from the IPO were approxi
• $10.3 million — roceeds from the IPO were approximately $10.3 million after deducting underwriting discounts
• $1.5 million — ther offering expenses of approximately $1.5 million. We granted the underwriters a 45-day
• $5.00 — an initial exercise price per share of $5.00 (equal to 125% of the initial public of
• $1.2 million — dquo;AUV&rdquo;, as defined herein) was $1.2 million in 2022 and $1.1 million in 2023. Qua
• $1.1 million — ed herein) was $1.2 million in 2022 and $1.1 million in 2023. Quality of Food and Excellen

Filing Documents

• forms-1.htm (S-1) — 551KB
• ex5-1.htm (EX-5.1) — 20KB
• ex10-27.htm (EX-10.27) — 16KB
• ex23-1.htm (EX-23.1) — 3KB
• ex107.htm (EX-FILING FEES) — 119KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• ex5-1_002.jpg (GRAPHIC) — 3KB
• ex23-1_001.jpg (GRAPHIC) — 3KB
• 0001493152-24-015367.txt (&nbsp;) — 728KB

Risk Factors

Risk Factors 10 Special Note Regarding Forward-Looking Statements 12 The Alumni Capital Transaction 13

Use of Proceeds

Use of Proceeds 17 Market for Common Stock and Dividend Policy 18 Capitalization 19

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 20

Description of Securities

Description of Securities 21 Selling Stockholder 24 Plan of Distribution 25

Executive Compensation

Executive Compensation 27 Legal Matters 32 Experts 32 Incorporation of Certain Information by Reference 33 Where You Can Find More Information 34 i ABOUT THIS PROSPECTUS The registration statement on Form S-1 of which this prospectus forms a part and that we have filed with the U.S. Securities and Exchange Commission (the &ldquo;SEC&rdquo;), includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading &ldquo; Where You Can Find More Information .&rdquo; You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto, or to which we have referred you, before making your investment decision. Neither we, nor the selling stockholder named herein (the &ldquo;Selling Stockholder&rdquo;), nor any financial advisor engaged by us or the Selling Stockholder in connection with this offering, have authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The Selling Stockholder is not offering to sell or seeking offers to purchase these sec

Properties

Properties As of December 31, 2023, we operated ten restaurants in California and opened one new location in February 2024 in California. We operate a variety of restaurant formats, including in-line and end-cap restaurants located in retail centers of varying sizes. Our restaurants currently average approximately 1,578 square feet. We lease the property for our corporate offices and all of the properties on which we operate our restaurants. 3 The table below shows the locations of our restaurants as of April 1, 2024: Store Location Address Year Launched Orange 1891 N Tustin St, Orange, CA 92865 2016 Buena Park 6970 Beach Blvd, #F206 Buena Park, CA 90621 2017 Whittier 8426 Laurel Ave, STE A Whittier, CA 90605 2017 Chino 4004 Grand Ave STE C Chino, CA 91710 2019 Eastvale 4910 Hamner Ave STE 150, Eastvale, CA 91752 2020 Irvine 3935 Portola Pkwy, Irvine, CA 92602 2021 La Mirada 12806 La Mirada Blvd, La Mirada, CA 90638 2022 Cerritos 11533 South St, Cerritos, CA 90703 2022 Corona 440 N Mckinley St STE 101, Corona, CA 92879 2023 Garden Grove 9812 Chapman Avenue Garden Grove, CA 92841 2023 Laguna 32341 Golden Lantern, STE B, Laguna Niguel, CA 92677 1Q 2024* 1 Menifee 27311 Newport Road, Suite 320, Menifee, CA 92584 2Q 2024* 2 San Clemente 638 Camino de Los Mares STE 16, San Clemente, CA 92673 2Q 2024* 2 Las Vegas 6125 S. Fort Apache Road, Suite 200, Las Vegas, NV 89148 1Q 2024* 3 Las Vegas 280 E Flamingo Road, Suite C, Las Vegas, NV 89169 1Q 2024* 3 Las Vegas 6572 N Decatur Blvd., Las Vegas, NV 89131 1Q 2024* 3 * 1 Opened in February 2024. * 2 Under construction. * 3 Under closing process. We are obligated under non-cancelable leases for the majority of our restaurants, as well as our corporate offices. The majority of our restaurant leases have lease terms of 10 years, inclusive of customary extensions which are at the option of the company. Our restaurant l

View Full Filing

View this S-1 filing on SEC EDGAR