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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Yoshiharu Global Co.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 4, 2025 |
UNITED STATES 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.) |
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| September 4, 2025 |
AMEDMENT TO THE CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT Exhibit 10.1 AMEDMENT TO THE CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This Agreement is entered into on August 28th, 2025, by and between Yoshiharu Global Co., a corporation incorporated under the laws of the State of Delaware and listed on NASDAQ under the symbol “YOSH” (the “Issuer”), and Open Innovation Fund (the “Investor”). Article 1 [Financing Overview] 1. Issuance Amount and Payment Schedule |
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| September 2, 2025 |
Exhibit 99.1 Yoshiharu Announces Corporate Name Change to Vestand Inc. and Ticker Change to “VSTD” Company to Advance Asset-Backed Growth Strategy Centered on Crypto Treasury and Real Estate BUENA PARK, CA – September 2, 2025 – Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”), a restaurant operator specializing in authentic Japanese ramen & rolls, today announced that, effective |
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| September 2, 2025 |
UNITED STATES 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 27, 2025) Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission F |
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| September 2, 2025 |
Exhibit 3.1 |
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| August 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41494 YOSHIHARU GLO |
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| August 20, 2025 |
Exhibit 10.1 amendment TO SECURITIES PURCHASE AGREEMENT This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of April 18, 2024 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”). RECITALS A. On January 4, 2024, the Company and the Investor entered into a Securities Purchase Ag |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on For |
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| August 11, 2025 |
UNITED STATES 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 6, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission Fil |
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| August 4, 2025 |
UNITED STATES 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): July 29, 2025 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 |
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| August 4, 2025 |
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT Exhibit 10.1 CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This Agreement is entered into on July 29, 2025, by and between Yoshiharu Global Co., a corporation incorporated under the laws of the State of Delaware and listed on NASDAQ under the symbol “YOSH” (the “Issuer”), and Open Innovation Fund (the “Investor”). Article 1 [Financing Overview] 1. Issuance Amount: USD $4,400,000 (Four Million Four Hundr |
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| August 4, 2025 |
Exhibit 99.1 Yoshiharu Global Secures $4.4 Million Investment to Accelerate Expansion into Real Estate Funding to Support Company’s Entry into the Real Estate Investment and Development Sector BUENA PARK, CA – August 4, 2025 – Yoshiharu Global Co. (NASDAQ: YOSH) (the “Company”), today announced that it has secured a $4.4 million investment from the Open Innovation Fund, an overseas investment fund |
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| July 25, 2025 |
Yoshiharu Global Co. Announces Strategic Transition to Vestand Inc. Exhibit 99.1 Yoshiharu Global Co. Announces Strategic Transition to Vestand Inc. BUENA PARK, CA – July 25, 2025 – Yoshiharu Global Co. (NASDAQ: YOSH) (the “Company”), today announced that it plans to change its corporate name to Vestand Inc., and has secured $6.0 million in strategic funding from U.S. and Korean investors to support this transition into a PropTech company. The Company also announc |
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| July 25, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES 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): July 25, 2025) Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission Fil |
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| July 18, 2025 |
Yoshiharu Announces 4-For-1 Stock Split Exhibit 99.1 Yoshiharu Announces 4-For-1 Stock Split BUENA PARK, CA – July 18, 2025 – Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”), a restaurant operator specializing in authentic Japanese ramen & rolls, today announced that its Board of Directors authorized the stockholders approved issuance of a stock dividend to effect a 4-for-1 forward stock split (the “Forward Stock Spli |
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| July 18, 2025 |
UNITED STATES 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): July 18, 2025 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 |
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| July 15, 2025 |
Exhibit 99.1 Yoshiharu Board of Directors Approves Company to Operate as Vestand Change Reflects Strategic Initiative to Enter into the U.S. Real Estate Market BUENA PARK, CA – July 15, 2025 – Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”), a restaurant operator specializing in authentic Japanese ramen & rolls, today announced that its Board of Directors has approved a Company |
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| July 15, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES 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): July 15, 2025) Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission Fil |
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| June 20, 2025 |
UNITED STATES 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 20, 2025 (June 15, 2025) Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) |
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| June 12, 2025 |
UNITED STATES 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 10, 2025 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 |
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| June 12, 2025 |
UNITED STATES 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, 2025 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 |
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| June 9, 2025 |
UNITED STATES 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 9, 2025 (June 6, 2025) Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (C |
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| June 9, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF YOSHIHARU GLOBAL CO Yoshiharu Global Co. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST. The Amended and Restated Certificate of Incorporation of the Corporation is hereby ame |
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| May 29, 2025 |
UNITED STATES 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): May 29, 2025 (May 22, 2025) Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (C |
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| May 23, 2025 |
YOSHIHARU GLOBAL CO. 3,135,600 Shares of Common Stock PROSPECTUS Registration No. 333-286877 Filed pursuant to Rule 424(b)(4) YOSHIHARU GLOBAL CO. 3,135,600 Shares of Common Stock We are registering for resale by certain selling securityholders named herein (the “Selling Securityholders”) up to: (i) 560,000 shares of our Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) issued pursuant to subscription agreements, dated Ma |
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| May 20, 2025 |
Yoshiharu Global Co. May 20, 2025 Yoshiharu Global Co. May 20, 2025 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Yoshiharu Global Co. (the “Company”) Registration Statement on Form S-1 (File No. 333-286877) (the “Registration Statement”) Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of |
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| May 19, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 16, 2025 As filed with the U.S. Securities and Exchange Commission on May 16, 2025 Registration No. 333-286877 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorporatio |
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| May 19, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Yoshiharu Global Co. |
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| May 15, 2025 |
Exhibit 10.1 amendment TO SECURITIES PURCHASE AGREEMENT This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of April 18, 2024 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”). RECITALS A. On January 4, 2024, the Company and the Investor entered into a Securities Purchase Ag |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41494 YOSHIHARU GL |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 (May 7, 2025) Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of |
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| May 7, 2025 |
UNITED STATES 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): May 7, 2025 (May 5, 2025) Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Com |
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| May 6, 2025 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES 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): May 6, 2025 (May 5, 2025) Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Com |
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| May 6, 2025 |
Exhibit 99 Yoshiharu Reports First Quarter 2025 Financial Results First Quarter 2025 Revenues Increase 25% to $3. |
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| April 30, 2025 |
As filed with the U.S. Securities and Exchange Commission on April 30, 2025 As filed with the U.S. Securities and Exchange Commission on April 30, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorporation or organization) ( |
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| April 30, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Yoshiharu Global Co. |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stat |
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| April 16, 2025 |
UNITED STATES 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): April 10, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission Fil |
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| April 15, 2025 |
Securities Subscription Agreement with CSTCompany Germany GmbH dated April 9, 2025 Exhibit 10.1 YOSHIHARU GLOBAL CO. SUBSCRIBER: CSTCompany German GmbH RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective April 9, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and CSTCompany German GmbH (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Su |
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| April 15, 2025 |
Exhibit 10.2 YOSHIHARU GLOBAL CO. SUBSCRIBER: Daeboreum Co., Ltd. RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective April 9th, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Daeboreum Co., Ltd. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscr |
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| April 15, 2025 |
UNITED STATES 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): April 9, 2025 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 |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| April 8, 2025 |
Securities Subscription Agreement with Harang Co dated April 2, 2025 (amended) Exhibit 10.3 YOSHIHARU GLOBAL CO. SUBSCRIBER: Harang Co. RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective April 2nd, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Harang Co. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to p |
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| April 8, 2025 |
Exhibit 10.1 YOSHIHARU GLOBAL CO. SUBSCRIBER: Keystone Fund RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective April 2nd, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Keystone Fund (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has mad |
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| April 8, 2025 |
UNITED STATES 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): April 2, 2025 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 |
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| April 8, 2025 |
Exhibit 10.2 YOSHIHARU GLOBAL CO. SUBSCRIBER: Atlas Fund RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective April 2nd, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Atlas Fund (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to p |
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| April 2, 2025 |
Exhibit 99.1 Yoshiharu Provides Corporate Update and Fourth Quarter and Full Year 2024 Financial Results Regains Compliance with NASDAQ Stockholders’ Equity Requirement Fourth Quarter 2024 Revenues Increase 47% to $3.7 Million Fourth Quarter Net Income Increase to $0.5 Million Full Year 2024 Revenues Increase 39% to $12.8 Million Two New Restaurants Bring the Number of Locations to 15 with 1 Addit |
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| April 2, 2025 |
UNITED STATES 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): April 2, 2025 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 |
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| March 31, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES 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): March 27, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission Fil |
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| March 27, 2025 |
Exhibit 97.1 YOSHIHARU GLOBAL CO. CLAWBACK POLICY A. OVERVIEW The Board of Directors (the “Board”) of Yoshiharu Global Co. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. Accordingly, in accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Se |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41494 YOSHIHARU GLOBAL |
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| March 27, 2025 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Yoshiharu Global Co. (“us”, “our,” “we” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”): our Class A common stock, par value $0.0001 per share (“Class A Common Stock”). The |
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| March 25, 2025 |
Exhibit 10.2 YOSHIHARU GLOBAL CO. SUBSCRIBER: James Chae RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective March 24th, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and James Chae. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to |
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| March 25, 2025 |
Exhibit 10.1 YOSHIHARU GLOBAL CO. SUBSCRIBER: RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective March 24th, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and BS1 Fund. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase war |
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| March 25, 2025 |
UNITED STATES 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): March 24, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission Fil |
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| March 25, 2025 |
Exhibit 10.3 YOSHIHARU GLOBAL CO. SUBSCRIBER: RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective March 24th, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Golden Bridge. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchas |
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| March 25, 2025 |
Exhibit 10.4 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEE |
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| March 21, 2025 |
UNITED STATES 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): March 17, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission Fil |
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| March 21, 2025 |
Exhibit 99.1 Yoshiharu Appoints Sungjoon Chae to the Board of Directors Distinguished Architect and Urban Designer’s Extensive Experience in Shaping Sustainable and Innovative Spaces will Help Support Expansion BUENA PARK, CA – March 20, 2025 – Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”), a restaurant operator specializing in authentic Japanese ramen & rolls, today announced |
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| March 18, 2025 |
Exhibit 10.3 YOSHIHARU GLOBAL CO. SUBSCRIBER: Econovation Fund RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective March 17th, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Econovation Fund. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber |
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| March 18, 2025 |
Exhibit 10.3 YOSHIHARU GLOBAL CO. SUBSCRIBER: Good Mood Studio Inc. RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective March 12th, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Good Mood Studio Inc. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the S |
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| March 18, 2025 |
Exhibit 10.2 YOSHIHARU GLOBAL CO. SUBSCRIBER: HARU1ST FUND RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective March 17th, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Haru 1st Fund. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has ma |
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| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporat |
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| March 18, 2025 |
Exhibit 10.1 YOSHIHARU GLOBAL CO. SUBSCRIBER: GLOBAL AI FOCUS 1 FUND RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective March 17th, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Global AI Focus 1 Fund. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer th |
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| March 18, 2025 |
Exhibit 10.4 YOSHIHARU GLOBAL CO. SUBSCRIBER: SKY LINE FUND RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective March 17th, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Sky Line Fund. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has m |
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| March 18, 2025 |
UNITED STATES 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): March 17, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission Fil |
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| March 18, 2025 |
Exhibit 10.2 YOSHIHARU GLOBAL CO. SUBSCRIBER: BLUE OCEAN FUND RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective March 12th, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Blue ocean Fund. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber h |
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| March 18, 2025 |
Exhibit 10.1 YOSHIHARU GLOBAL CO. SUBSCRIBER: GREEN LIGHT FUND RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective March 12th, 2025 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Green Light Fund. (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber |
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| March 18, 2025 |
Exhibit 10.5 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEE |
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| March 17, 2025 |
Exhibit 10.1 |
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| March 17, 2025 |
Exhibit 10.2 |
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| March 17, 2025 |
Exhibit 10.3 |
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| March 17, 2025 |
UNITED STATES 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): March 10, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission Fil |
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| February 21, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES 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): February 18, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission |
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| February 20, 2025 |
UNITED STATES 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): February 13, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission |
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| February 4, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) Yoshiharu Global Co. |
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| February 4, 2025 |
Exhibit 10.32 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| February 4, 2025 |
As filed with the U.S. Securities and Exchange Commission on February 4, 2025 As filed with the U.S. Securities and Exchange Commission on February 4, 2025 Registration No. 333-278840 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorporation or organiz |
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| February 4, 2025 |
Exhibit 10.31 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of January 6, 2025 (this “Agreement”), by and between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Crom Structured Opportunities Fund I, LP, a Delaware limited partnership (the “Investor”, and collectively with the Company, the “Parties”). WHEREAS, the Parties desire that, upon the terms |
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| February 4, 2025 |
Exhibit 10.30 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 2025, by and between YOSHIHARU GLOBAL CO., a Delaware corporation (the “Company”), and CROM STRUCTURED OPPORTUNITIES FUND I, LP, a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall |
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| February 4, 2025 |
Exhibit 10.33 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 6, 2025, by and between YOSHIHARU GLOBAL CO., a Delaware corporation, with headquarters located at 6940 Beach Blvd., Suite D-705, Buena Park, CA 90621 (the “Company”), and CROM STRUCTURED OPPORTUNITIES FUND I, LP, a Delaware limited partnership, with its address at 228 Park Avenue |
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| February 4, 2025 |
Exhibit 10.35 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT to the Registration Rights Agreement (as defined below) (the “Amendment”) is entered into as of January 28, 2025 (the “Effective Date”), by and between Yoshiharu Global Co., a Delaware corporation (the “Company”) and Crom Structured Opportunities Fund I, LP, a Delaware limited partnership (the “Investor”, and colle |
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| February 4, 2025 |
Exhibit 10.34 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 2025, by and between YOSHIHARU GLOBAL CO., a Delaware corporation (the “Company”), and CROM STRUCTURED OPPORTUNITIES FUND I, LP, a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall |
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| January 13, 2025 |
Exhibit 10.1 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of January 6, 2025 (this “Agreement”), by and between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Crom Structured Opportunities Fund I, LP, a Delaware limited partnership (the “Investor”, and collectively with the Company, the “Parties”). WHEREAS, the Parties desire that, upon the terms a |
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| January 13, 2025 |
Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 6, 2025, by and between YOSHIHARU GLOBAL CO., a Delaware corporation, with headquarters located at 6940 Beach Blvd., Suite D-705, Buena Park, CA 90621 (the “Company”), and CROM STRUCTURED OPPORTUNITIES FUND I, LP, a Delaware limited partnership, with its address at 228 Park Avenue S |
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| January 13, 2025 |
UNITED STATES 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): January 6, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission Fi |
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| January 13, 2025 |
Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| January 13, 2025 |
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 2025, by and between YOSHIHARU GLOBAL CO., a Delaware corporation (the “Company”), and CROM STRUCTURED OPPORTUNITIES FUND I, LP, a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall h |
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| January 13, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 2025, by and between YOSHIHARU GLOBAL CO., a Delaware corporation (the “Company”), and CROM STRUCTURED OPPORTUNITIES FUND I, LP, a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall h |
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| December 20, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES 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): December 19, 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 |
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| November 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41494 YOSHIHAR |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| September 23, 2024 |
400,000 Shares Yoshiharu Global Co. PROSPECTUS Registration No. 333-278840 Filed pursuant to Rule 424(b)(4) 400,000 Shares Yoshiharu Global Co. This prospectus relates to the resale, from time to time, by Alumni Capital LP (“Alumni Capital” or the “Selling Stockholder”) of up to 400,000 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”). All share numbers herein are adjusted for the one-for-ten |
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| September 17, 2024 |
Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 September 17, 2024 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Yoshiharu Global Co. Registration Statement on Form S-1, as amended Initially Filed April 19, 2024 File No. 333-278840 Ladies and Gentlemen |
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| September 17, 2024 | ||
| September 9, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 9, 2024 As filed with the U.S. Securities and Exchange Commission on September 9, 2024 Registration No. 333-278840 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of inco |
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| September 9, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Yoshiharu Global Co. |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2024 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporatio |
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| September 4, 2024 |
Exhibit 99.2 JJANGA LLC HJH LLC Ramen Aku LLC Combined Financial Statements As of and for the years ended December 31, 2023 and 2022 with Report of Independent Registered Public Accounting Firm Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Combined Financial Statements Combined Balance Sheets 2 Combined Statements of Operations 3 Combined Statements of Shareholde |
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| September 4, 2024 |
Exhibit 99.3 JJANGA LLC HJH LLC Ramen Aku LLC Unaudited Combined Financial Statements As of and for the three months ended March 31, 2024 and 2023 Table of Contents Page Unaudited Combined Financial Statements Unaudited Combined Balance Sheets 1 Unaudited Combined Statements of Operations 2 Unaudited Combined Statements of Shareholders’ Equity 3 Unaudited Combined Statements of Cash Flows 4 Notes |
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| September 4, 2024 |
Yoshiharu Closes Acquisition of Three Las Vegas Restaurants Exhibit 99.1 Yoshiharu Closes Acquisition of Three Las Vegas Restaurants BUENA PARK, CA – June 17, 2024 - Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”), a California-based restaurant operator specializing in authentic Japanese ramen, has closed the previously announced asset purchase agreement with a restaurant operator (“Seller”) to acquire certain restaurant assets held by J |
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| September 4, 2024 |
Exhibit 10.2 Seller Carry Loan Note Principal Amount: Six Hundred Thousand ($600,000.00) Date: [Closing date] 1. Parties: This Seller Carry Loan Note (the “Note”) is entered into between: Seller: Jihyuck Hwang 9548 Chandler Springs Avenue Las Vegas, NV 89148 Buyer: Yoshiharu LV, and Yoshiharu Global Co. (collectively “Buyer”) Address Yoshiharu Global Co. 6940 Beach Blvd. Suite D-705 Buena Park, CA |
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| September 4, 2024 |
Exhibit 10.1 AMENDED AND RESTATED ASSET Purchase agreement THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of June 12, 2024, is being executed in connection with that certain Asset Purchase Agreement dated as of November 21, 2023 (the “Agreement”), by and among JJANGA LLC “Jjanga Entity”, HJH LLC (“HJH Entity”), and RAMEN AKU LLC (“AKU Entity”, and together with Jjanga Entity and HJH |
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| September 4, 2024 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.4 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction Yoshiharu Global Co. (the “Company”) is providing the following unaudited pro forma combined financial information to aid the Company’s stockholders in their analysis of the financial aspects of the Purchase. The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulati |
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| August 26, 2024 |
Exhibit 99.3 JJANGA LLC HJH LLC Ramen Aku LLC Unaudited Combined Financial Statements As of and for the three months ended March 31, 2024 and 2023 Table of Contents Page Unaudited Combined Financial Statements Unaudited Combined Balance Sheets 1 Unaudited Combined Statements of Operations 2 Unaudited Combined Statements of Shareholders’ Equity 3 Unaudited Combined Statements of Cash Flows 4 Notes |
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| August 26, 2024 |
Exhibit 99.2 JJANGA LLC HJH LLC Ramen Aku LLC Combined Financial Statements As of and for the years ended December 31, 2023 and 2022 with Report of Independent Registered Public Accounting Firm Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Combined Financial Statements Combined Balance Sheets 2 Combined Statements of Operations 3 Combined Statements of Shareholde |
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| August 26, 2024 |
Exhibit 10.1 AMENDED AND RESTATED ASSET Purchase agreement THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of June 12, 2024, is being executed in connection with that certain Asset Purchase Agreement dated as of November 21, 2023 (the “Agreement”), by and among JJANGA LLC “Jjanga Entity”, HJH LLC (“HJH Entity”), and RAMEN AKU LLC (“AKU Entity”, and together with Jjanga Entity and HJH |
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| August 26, 2024 |
Exhibit 10.2 Seller Carry Loan Note Principal Amount: Six Hundred Thousand ($600,000.00) Date: [Closing date] 1. Parties: This Seller Carry Loan Note (the “Note”) is entered into between: Seller: Jihyuck Hwang 9548 Chandler Springs Avenue Las Vegas, NV 89148 Buyer: Yoshiharu LV, and Yoshiharu Global Co. (collectively “Buyer”) Address Yoshiharu Global Co. 6940 Beach Blvd. Suite D-705 Buena Park, CA |
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| August 26, 2024 |
Yoshiharu Closes Acquisition of Three Las Vegas Restaurants Exhibit 99.1 Yoshiharu Closes Acquisition of Three Las Vegas Restaurants BUENA PARK, CA – June 17, 2024 - Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”), a California-based restaurant operator specializing in authentic Japanese ramen, has closed the previously announced asset purchase agreement with a restaurant operator (“Seller”) to acquire certain restaurant assets held by J |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2024 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporatio |
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| August 26, 2024 |
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Exhibit 99.4 As of March 31, 2024 Yoshiharu Actual LV Entities Actual Combined Adjustment As adjusted ASSETS Current assets Cash $ 1,355,738 9,000 1,364,738 (179,648 ) b,a $ 1,185,090 Accounts receivable 94,135 68,852 162,987 (68,852 ) a 94,135 Inventories 77,151 12,785 89,936 - b 89,936 Total current assets 1,527,024 90,637 1,617,661 (248,500 ) 1,369,161 Non-Current Assets: Property and equipment |
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| August 23, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES 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 21, 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 Fi |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41494 YOSHIHARU GLO |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on For |
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| August 14, 2024 |
Exhibit 10.1 amendment TO SECURITIES PURCHASE AGREEMENT This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of April 18, 2024 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”). RECITALS A. On January 4, 2024, the Company and the Investor entered into a Securities Purchase Ag |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41494 YOSHIHARU GL |
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| July 31, 2024 |
Resignation Letter of Helen Lee Exhibit 17.1 RESIGNATION LETTER OF HELEN LEE Helen Y. Lee 506 Brower Ave Placentia, CA 92870 January 27, 2023 Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 Dear Mr. Chae, This letter is to officially inform you that I am resigning from the position of a member of the Board of Directors in Yoshiharu Global Co., effective January 31, 2023. It has been a great experience wor |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41494 |
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| July 31, 2024 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Yoshiharu Global Co. (“us”, “our,” “we” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”): our Class A common stock, par value $0.0001 per share (“Class A Common Stock”). The |
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| July 31, 2024 |
Exhibit 97.1 YOSHIHARU GLOBAL CO. CLAWBACK POLICY A. OVERVIEW The Board of Directors (the “Board”) of Yoshiharu Global Co. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. Accordingly, in accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Se |
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| July 5, 2024 |
Yoshiharu Closes Acquisition of Three Las Vegas Restaurants Exhibit 99.1 Yoshiharu Closes Acquisition of Three Las Vegas Restaurants BUENA PARK, CA – June 17, 2024 - Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”), a California-based restaurant operator specializing in authentic Japanese ramen, has closed the previously announced asset purchase agreement with a restaurant operator (“Seller”) to acquire certain restaurant assets held by J |
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| July 5, 2024 |
Exhibit 99.3 JJANGA LLC HJH LLC Ramen Aku LLC Unaudited Combined Financial Statements As of and for the three months ended March 31, 2024 and 2023 Table of Contents Page Unaudited Combined Financial Statements Unaudited Combined Balance Sheets 1 Unaudited Combined Statements of Operations 2 Unaudited Combined Statements of Shareholders’ Equity 3 Unaudited Combined Statements of Cash Flows 4 Notes |
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| July 5, 2024 |
Exhibit 99.2 JJANGA LLC HJH LLC Ramen Aku LLC Combined Financial Statements As of and for the years ended December 31, 2023 and 2022 with Report of Independent Registered Public Accounting Firm Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Combined Financial Statements Combined Balance Sheets 2 Combined Statements of Operations 3 Combined Statements of Shareholde |
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| July 5, 2024 |
Exhibit 10.1 AMENDED AND RESTATED ASSET Purchase agreement THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of June 12, 2024, is being executed in connection with that certain Asset Purchase Agreement dated as of November 21, 2023 (the “Agreement”), by and among JJANGA LLC “Jjanga Entity”, HJH LLC (“HJH Entity”), and RAMEN AKU LLC (“AKU Entity”, and together with Jjanga Entity and HJH |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 17, 2024 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporati |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 21, 2024 YOSHIHARU GLOBAL CO. |
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| June 27, 2024 |
Exhibit 99.1 Yoshiharu Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q BUENA PARK, CA – June 27, 2024 - Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”), a California-based restaurant operator specializing in authentic Japanese ramen, has received a notification letter from the Nasdaq Listing Qualifications Staff (the “Staff”) of The |
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| June 17, 2024 |
UNITED STATES 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 |
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| June 17, 2024 |
Yoshiharu Closes Acquisition of Three Las Vegas Restaurants Exhibit 99.1 Yoshiharu Closes Acquisition of Three Las Vegas Restaurants BUENA PARK, CA – June 17, 2024 - Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”), a California-based restaurant operator specializing in authentic Japanese ramen, has closed the previously announced asset purchase agreement with a restaurant operator (“Seller”) to acquire certain restaurant assets held by J |
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| June 17, 2024 |
Exhibit 10.1 AMENDED AND RESTATED ASSET Purchase agreement THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of June 12, 2024, is being executed in connection with that certain Asset Purchase Agreement dated as of November 21, 2023 (the “Agreement”), by and among JJANGA LLC “Jjanga Entity”, HJH LLC (“HJH Entity”), and RAMEN AKU LLC (“AKU Entity”, and together with Jjanga Entity and HJH |
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| May 17, 2024 |
Changes in Registrant's Certifying Accountant UNITED STATES 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): May 16, 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 |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| May 8, 2024 |
Changes in Registrant's Certifying Accountant UNITED STATES 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): May 7, 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 N |
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| May 8, 2024 |
Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 May 8, 2024 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Yoshiharu Global Co. Registration Statement on Form S-1 (the “Registration Statement”) Filed April 30, 2024 Withdrawal of Acceleration Request Lad |
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| April 30, 2024 |
Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 April 30, 2024 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Yoshiharu Global Co. Registration Statement on Form S-1 Filed April 19, 2024 File No. 333-278840 Ladies and Gentlemen: Pursuant to Rule 461 of |
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| April 19, 2024 |
As filed with the U.S. Securities and Exchange Commission on April 19, 2024 As filed with the U.S. Securities and Exchange Commission on April 19, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorporation or organization) ( |
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| April 19, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Yoshiharu Global Co. |
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| April 19, 2024 |
Exhibit 10.27 amendment TO SECURITIES PURCHASE AGREEMENT This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of April 18, 2024 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”). RECITALS A. On January 4, 2024, the Company and the Investor entered into a Securities Purchase A |
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| April 1, 2024 |
Exhibit 97.1 YOSHIHARU GLOBAL CO. CLAWBACK POLICY A. OVERVIEW The Board of Directors (the “Board”) of Yoshiharu Global Co. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. Accordingly, in accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Se |
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| April 1, 2024 |
Resignation Letter of Helen Lee Exhibit 17.1 RESIGNATION LETTER OF HELEN LEE Helen Y. Lee 506 Brower Ave Placentia, CA 92870 January 27, 2023 Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 Dear Mr. Chae, This letter is to officially inform you that I am resigning from the position of a member of the Board of Directors in Yoshiharu Global Co., effective January 31, 2023. It has been a great experience wor |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41494 YOSHIHARU GLOBAL |
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| April 1, 2024 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Yoshiharu Global Co. (“us”, “our,” “we” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”): our Class A common stock, par value $0.0001 per share (“Class A Common Stock”). The |
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| January 10, 2024 |
Exhibit 10.1 |
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| January 10, 2024 |
UNITED STATES 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): January 5, 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 Fi |
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| December 7, 2023 |
UNITED STATES 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): December 1, 2023 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission F |
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| November 27, 2023 |
Exhibit 99.4 |
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| November 27, 2023 |
Exhibit 99.2 |
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| November 27, 2023 |
UNITED STATES 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): November 21, 2023 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission |
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| November 27, 2023 |
Exhibit 99.3 |
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| November 27, 2023 |
Exhibit 99.1 |
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| November 24, 2023 |
UNITED STATES 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): November 20, 2023 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission |
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| November 24, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF YOSHIHARU GLOBAL CO. Yoshiharu Global Co. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST. The Amended and Restated Certificate of Incorporation of the Corporation is hereby am |
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| November 24, 2023 |
Yoshiharu to Conduct 1-for-10 Reverse Stock Split Exhibit 99.1 Yoshiharu to Conduct 1-for-10 Reverse Stock Split BUENA PARK, CA – November 24, 2023 - Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”), a California-based restaurant operator specializing in authentic Japanese ramen, today announced that it will conduct a reverse stock split of its outstanding shares of Class A common stock and Class B common stock at a ratio of 1-f |
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| November 14, 2023 |
Resignation Letter of Helen Lee Exhibit 17.1 RESIGNATION LETTER OF HELEN LEE Helen Y. Lee 506 Brower Ave Placentia, CA 92870 January 27, 2023 Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 Dear Mr. Chae, This letter is to officially inform you that I am resigning from the position of a member of the Board of Directors in Yoshiharu Global Co., effective January 31, 2023. It has been a great experience wor |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41494 YOSHIHAR |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| October 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) September 5, 2023 YOSHIHARU GLOBAL CO. |
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| August 14, 2023 |
Resignation Letter of Helen Lee Exhibit 17.1 RESIGNATION LETTER OF HELEN LEE Helen Y. Lee 506 Brower Ave Placentia, CA 92870 January 27, 2023 Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 Dear Mr. Chae, This letter is to officially inform you that I am resigning from the position of a member of the Board of Directors in Yoshiharu Global Co., effective January 31, 2023. It has been a great experience wor |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41494 YOSHIHARU GLO |
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| July 27, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Yoshiharu Global Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par |
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| July 27, 2023 |
As filed with the Securities and Exchange Commission on July 27, 2022 As filed with the Securities and Exchange Commission on July 27, 2022 Registration No. |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 27, 2023 YOSHIHARU GLOBAL CO. |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41494 YOSHIHARU GL |
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| May 10, 2023 |
Resignation Letter of Helen Lee Exhibit 17.1 RESIGNATION LETTER OF HELEN LEE Helen Y. Lee 506 Brower Ave Placentia, CA 92870 January 27, 2023 Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 Dear Mr. Chae, This letter is to officially inform you that I am resigning from the position of a member of the Board of Directors in Yoshiharu Global Co., effective January 31, 2023. It has been a great experience wor |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41494 YOSHIHARU GLOBAL |
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| March 30, 2023 |
Exhibit 10.21 |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) February 17, 2023 YOSHIHARU GLOBAL CO. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41494 YOSHIHAR |
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| November 14, 2022 |
Exhibit 10.3 |
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| November 14, 2022 |
Exhibit 4.2 Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FO |
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| September 21, 2022 |
YOSH / Yoshiharu Global Co - Class A / Chae James Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Yoshiharu Global Co. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 98740Y 104 (Cusip Number) c/o Yoshiharu Global Co., 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 (Name, Address and Telephone Number of Person Authorized to R |
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| September 12, 2022 |
2,940,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-262330 and 333-267337 Prospectus 2,940,000 Shares Class A Common Stock This is our initial public offering. We are offering 2,940,000 shares of Class A common stock, par value $0.0001 per share. The selling stockholders, identified herein as the Selling Stockholders, are offering up to 1,320,000 shares of our Class A common stock. The 1,320,00 |
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| September 12, 2022 |
2,940,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-262330 and 333-267337 Prospectus 2,940,000 Shares Class A Common Stock This is our initial public offering. We are offering 2,940,000 shares of Class A common stock, par value $0.0001 per share. The selling stockholders, identified herein as the Selling Stockholders, are offering up to 1,320,000 shares of our Class A common stock. The 1,320,00 |
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| September 8, 2022 |
As filed with the U.S. Securities and Exchange Commission on September 8, 2022. As filed with the U.S. Securities and Exchange Commission on September 8, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOSHIHARU GLOBAL CO. (Exact name of Registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorporation or organization) |
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| September 8, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) YOSHIHARU GLOBAL CO. |
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| September 7, 2022 |
As filed with the Securities and Exchange Commission on September 7, 2022. As filed with the Securities and Exchange Commission on September 7, 2022. Registration No. 333-262330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 8 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOSHIHARU GLOBAL CO. (Exact name of Registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorpor |
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| September 7, 2022 |
As filed with the Securities and Exchange Commission on September 7, 2022. As filed with the Securities and Exchange Commission on September 7, 2022. Registration No. 333-262330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOSHIHARU GLOBAL CO. (Exact name of Registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorpor |
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| September 7, 2022 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 YOSHIHARU GLOBAL CO. (Exact name of registrant as specified in its charter) Delaware 87-3941448 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 6940 Bea |
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| September 6, 2022 |
As filed with the Securities and Exchange Commission on September 2, 2022. As filed with the Securities and Exchange Commission on September 2, 2022. Registration No. 333-262330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOSHIHARU GLOBAL CO. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorpor |
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| September 6, 2022 |
EF Hutton Division of Benchmark Investments, LLC 590 Madison Ave, 39th Floor New York, NY 10022 EF Hutton Division of Benchmark Investments, LLC 590 Madison Ave, 39th Floor New York, NY 10022 September 6, 2022 VIA EDGAR U. |
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| September 6, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Amendment No. 6 to Form S-1 (Form Type) YOSHIHARU GLOBAL CO. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees Previously Paid Equity Cla |
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| September 6, 2022 |
Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 September 6, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Amy Geddes, Linda Cvrkel, Donald Field, Erin Jaskot Division of Corporation Finance Re: Yoshiharu Global Co. (the “Company”) Registration Statement on Form S-1, as amended Filed January 25, 2022 File No. 333-2623 |
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| August 30, 2022 |
As filed with the Securities and Exchange Commission on August 29, 2022. As filed with the Securities and Exchange Commission on August 29, 2022. Registration No. 333-262330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOSHIHARU GLOBAL CO. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorporat |
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| August 30, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Amendment No. 5 to Form S-1 (Form Type) YOSHIHARU GLOBAL CO. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees Previously Paid Equity Cla |
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| August 30, 2022 |
Exhibit 10.18 |
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| August 30, 2022 |
Subsidiaries of the Registrant EX-21.1 6 ex21-1.htm Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name State of Formation Yoshiharu Holdings Co. * California Global JJ Group, Inc. California Global AA Group, Inc. California Global BB Group, Inc. California Global CC Group, Inc. California Global DD Group, Inc. California Yoshiharu Irvine Yoshiharu Clemente Yoshiharu Laguna Yoshiharu Ontario California California California Califo |
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| August 30, 2022 |
Exhibit 10.19 |
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| August 30, 2022 |
Form of Underwriting Agreement EX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT between YOSHIHARU GLOBAL CO. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters YOSHIHARU GLOBAL CO. UNDERWRITING AGREEMENT New York, New York [●], 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison |
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| August 30, 2022 |
Exhibit 10.20 |
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| June 14, 2022 |
As filed with the Securities and Exchange Commission on June 13, 2022. As filed with the Securities and Exchange Commission on June 13, 2022. Registration No. 333-262330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOSHIHARU GLOBAL CO. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorporatio |
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| June 13, 2022 |
YOSHIHARU GLOBAL CO. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 (714) 694-2403 YOSHIHARU GLOBAL CO. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 (714) 694-2403 June 13, 2022 United States Securities and Exchange Commission Division of Corporate Finance Officer of Trade and Services Attention: Amy Geddes 202-551-3304 Linda Cvrkel 202-551-3813 Donald Field 202-551-3680 Erin Jaskot 202-551-3442 Re: Yoshiharu Global Co. Amendment No. 3 to Registration Statement on Form S-1 |
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| May 31, 2022 |
As filed with the Securities and Exchange Commission on May 27, 2022. Registration No. 333-262330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOSHIHARU GLOBAL CO. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorporation |
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| May 31, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Amendment No. 3 to Form S-1 (Form Type) YOSHIHARU GLOBAL CO. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees Previously Paid Equity Cla |
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| May 31, 2022 |
Exhibit 10.1 Form of Lock-Up Agreement , 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the Underwriters 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned understands that EF Hutton, division of Benchmark Investments, LLC (the ?Representative?) proposes to enter into an Underwriting Agreement (the ?Underwriting Agreement?) wi |
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| May 31, 2022 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between YOSHIHARU GLOBAL CO. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters YOSHIHARU GLOBAL CO. UNDERWRITING AGREEMENT New York, New York [●], 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor |
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| May 31, 2022 |
Exhibit 10.17 Yoshiharu Global Co. 6940 Beach Blvd., Suite D-705 Buena Park, CA 90621 May 23, 2022 RE: EMPLOYMENT OFFER LETTER Dear Ryan, This is an offer for the position of “Chief Finance Officer” at Yoshiharu Global Co., a Delaware corporation (the “Company”). We believe you will be an excellent addition to our management team, and are very much looking forward to having you on board. The Compa |
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| May 27, 2022 |
CORRESP 1 filename1.htm May 27, 2022 United States Securities and Exchange Commission Division of Corporate Finance Officer of Trade and Services Attention: Amy Geddes 202-551-3304 Linda Cvrkel 202-551-3813 Donald Field 202-551-3680 Erin Jaskot 202-551-3442 Re: Yoshiharu Global Co. Amendment No. 2 to Registration Statement on Form S-1 Filed April 29, 2022 File No. 333-262330 Dear Ms. Geddes: Yoshi |
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| April 29, 2022 |
Share Exchange Agreement, by and between James Chae and Registrant dated December 9, 2021 Exhibit 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of December 9, 2021, by and among YOSHIHARU GLOBAL CO., a Delaware corporation (the “Company”), YOSHIHARU HOLDINGS CO., a California corporation (“HoldCo”) and JAMES CHAE, an individual (the “Stockholder”). RECITALS: WHEREAS, the Stockholder owns one hundred percent (100%) of the issued and out |
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| April 29, 2022 |
April 29, 2022 United States Securities and Exchange Commission Division of Corporate Finance Officer of Trade and Services Attention: Amy Geddes 202-551-3304 Linda Cvrkel 202-551-3813 Donald Field 202-551-3680 Erin Jaskot 202-551-3442 Re: Yoshiharu Global Co. |
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| April 29, 2022 |
As filed with the Securities and Exchange Commission on April 29, 2022. As filed with the Securities and Exchange Commission on April 29, 2022. Registration No. 333-262330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOSHIHARU GLOBAL CO. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorporati |
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| April 29, 2022 |
Exhibit 4.4 Yoshiharu Global Co., And Vstock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2022 (“Agreement”) between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Vstock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”). WITNESSETH |
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| February 9, 2022 |
Exhibit 4.3 Warrant Certificate COMMON STOCK PURCHASE WARRANT YOSHIHARU GLOBAL CO. Warrant Shares: [ ] Initial Exercise Date: , 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (the ?Initial |
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| February 9, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Amendment No. 1 to Form S-1 (Form Type) YOSHIHARU GLOBAL CO. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees Previously Paid Other Units |
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| February 9, 2022 |
Form of Amended and Restated Certificate of Incorporation of Registrant Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF YOSHIHARU GLOBAL CO. Yoshiharu Global Co. (the ?Corporation?), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Yoshiharu Global Co. 2. The date of the original filing of this Certificate of Incorporatio |
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| February 9, 2022 |
As filed with the Securities and Exchange Commission on February 8, 2022. Registration No. 333-262330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOSHIHARU GLOBAL CO. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorpora |
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| February 9, 2022 |
Exhibit 4.4 Yoshiharu Global Co., And Vstock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2022 (“Agreement”) between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Vstock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”). WITNESSETH |
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| February 9, 2022 |
Exhibit 3.2 BYLAWS OF YOSHIHARU GLOBAL CO. ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Yoshiharu Global Co. (the ?Corporation?) shall be fixed in the Corporation?s Certificate of Incorporation, as the same may be amended from time to time. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Cor |
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| February 9, 2022 |
Yoshiharu Global Co. 2022 Omnibus Equity Incentive Plan Exhibit 10.17 YOSHIHARU GLOBAL CO., INC. 2022 OMNIBUS INCENTIVE PLAN 1. PURPOSE The Plan is intended to enhance the Company?s and its Subsidiaries? ability to attract and retain employees, Consultants and Non-Employee Directors, and to motivate such employees, Consultants, and Non-Employee Directors to serve the Company and its Subsidiaries and to expend maximum effort to improve the business resu |
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| February 8, 2022 |
CORRESP 1 filename1.htm February 8, 2022 United States Securities and Exchange Commission Division of Corporate Finance Officer of Trade and Services Attention: Amy Geddes 202-551-3304 Linda Cvrkel 202-551-3813 Donald Field 202-551-3680 Erin Jaskot 202-551-3442 Re: Yoshiharu Global Co. Registration Statement on Form S-1 Filed January 25, 2022 File 333-262330 Dear Ms. Geddes: Yoshiharu Global Co. ( |
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| January 25, 2022 |
Share Exchange Agreement, by and among James Chae and Registrant dated December 9, 2021 EX-10.1 3 ex2-1.htm Exhibit 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of January 9, 2021, by and among Yoshiharu Global Co., a Delaware corporation (the “Company”), YOSHIHARU HOLDINGS CO., a California corporation (“HoldCo”) and James Chae, an individual (the “Stockholder”). RECITALS: WHEREAS, the Stockholder owns one hundred percent (100%) of |
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| January 25, 2022 |
Form of Underwriting Agreement EX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT between YOSHIHARU GLOBAL CO. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters YOSHIHARU GLOBAL CO. UNDERWRITING AGREEMENT New York, New York [●], 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison |
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| January 25, 2022 |
Lease between Tarpon Property Ownership 2 LLC and Global BB Group, Inc. dated August 22, 2019 Exhibit 10.8 |
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| January 25, 2022 |
Form of Director and Officer Indemnity Agreement EX-10.2 13 ex10-2.htm Exhibit 10.2 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of the day of , 2022 (“Agreement”), by and between Yoshiharu Global Co., a Delaware corporation (“Company”), and (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of o |
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| January 25, 2022 |
SEC Division of Corporate Finance January 25, 2022 Page 1 January 25, 2022 Division of Corporate Finance Officer of Trade and Services Attention: Amy Geddes 202-551-3304 Linda Cvrkel 202-551-3813 Donald Field 202-551-3680 Erin Jaskot 202-551-3442 Re: Yoshiharu Global Co. |
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| January 25, 2022 |
Exhibit 10.1 Form of Lock-Up Agreement , 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the Underwriters 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned understands that EF Hutton, division of Benchmark Investments, LLC (the ?Representative?) proposes to enter into an Underwriting Agreement (the ?Underwriting Agreement?) wi |
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| January 25, 2022 |
As filed with the Securities and Exchange Commission on January 25, 2022. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YOSHIHARU GLOBAL CO. (Exact name of registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorporation or organization) (Primary |
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| January 25, 2022 |
Exhibit 10.9 |
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| January 25, 2022 |
Lease by and between Cerritos West Covenant Group LLC and Yoshiharu Cerritos dated March 2, 2021 EX-10.11 22 ex10-11.htm Exhibit 10.11 LEASE 11525 SOUTH STREET CERRITOS, CALIFORNIA CERRITOS WEST COVENANT GROUP LLC, a Nevada limited liability company as Landlord and YOSHIHARU CERRITOS, a California Corporation, dba “Yoshiharu Japanese Ramen” as Tenant LEASE TABLE OF CONTENTS PAGE ARTICLE 1. - BASIC LEASE PROVISIONS 1 ARTICLE 2. - PREMISES 4 ARTICLE 3. - TERM 5 ARTICLE 4. - POSSESSION AND CONST |
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| January 25, 2022 |
EX-10.13 24 ex10-13.htm Exhibit 10.13 |
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| January 25, 2022 |
Commercial Lease by and between Daniel D. Lim and Global JJ Group, Inc. dated November 1, 2015 EX-10.3 14 ex10-3.htm Exhibit 10.3 |
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| January 25, 2022 |
Exhibit 10.6 SHOPPING CENTER LEASE 1. Parties. This Lease (“Lease”), dated for reference purposes only as of July 1, 2020, is made by and between LA MIRADA CENTER, INC. (“Lessor”) and GLOBAL DD GROUP, INC. doing business as YOSHIHARU RAMEN (“Lessee”), collectively the “Parties”, or individually a “Party”). 2. Premises, Parking, and Common Area 2.1. Premises. 2.1.1. Letting. Lessor hereby leases to |
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| January 25, 2022 |
Form of Representative’s Warrant Exhibit 4.5 Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FO |
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| January 25, 2022 |
Exhibit 4.3 Warrant Certificate COMMON STOCK PURCHASE WARRANT YOSHIHARU GLOBAL CO. THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (the “Issuance Date”) and unless terminated earlier by the part |
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| January 25, 2022 |
EX-4.4 9 ex4-4.htm Exhibit 4.4 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Agreement”), dated as of , 2022 (the “Issuance Date”) between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Vstock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”). WITNESSETH WHEREAS, pursuant to the terms of that certain Underwriting A |
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| January 25, 2022 |
Specimen Class A Common Stock Certificate EX-4.2 7 ex4-2.htm Exhibit 4.2 CERTIFICATE NUMBER SHARES YOSHIHARU GLOBAL CO. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 98740Y 104 is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF YOSHIHARU GLOBAL CO. transferable on the books of the Company in person or by duly |
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| January 25, 2022 |
EX-3.2 5 ex3-2.htm Exhibit 3.2 BYLAWS OF YOSHIHARU GLOBAL CO. ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Yoshiharu Global Co. (the “Corporation”) shall be fixed in the Corporation’s Certificate of Incorporation, as the same may be amended from time to time. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and |
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| January 25, 2022 |
EX-10.15 26 ex10-15.htm Exhibit 10.15 |
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| January 25, 2022 |
EX-10.14 25 ex10-14.htm Exhibit 10.14 |
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| January 25, 2022 |
Exhibit 10.4 |
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| January 25, 2022 |
Consulting Agreement by and between Kevin Hartley and dated October 1, 2021 EX-10.12 23 ex10-12.htm Exhibit 10.12 |
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| January 25, 2022 |
EX-4.1 6 ex4-1.htm Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS YOSHIHARU GLOBAL CO. CUSIP 98740Y 203 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Yoshiharu Global Co., a Delaware corporation (the “Comp |
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| January 25, 2022 |
Certificate of Incorporation of Registrant EX-3.1 4 ex3-1.htm Exhibit 3.1 |
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| January 25, 2022 |
Lease Agreement by and between SY Ventures V, LLC and Global AA Group, Inc. Exhibit 10.10 |
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| January 25, 2022 |
EX-10.5 16 ex10-5.htm Exhibit 10.5 |
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| January 25, 2022 |
Exhibit 10.16 |
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| January 25, 2022 |
EX-10.7 18 ex10-7.htm Exhibit 10.7 THE IRVINE COMPANY RETAIL LEASE Yoshiharu Japanese Ramen Orchard Hills Shopping Center RETAIL LEASE THIS RETAIL LEASE and all exhibits attached hereto (collectively, “Lease”) is entered into by Landlord and Tenant and is effective as of December 30, 2020 (“Lease Date”). ARTICLE 1 BASIC LEASE PROVISIONS 1.1 Landlord: IRVINE ORCHARD HILLS RETAIL LLC, a Delaware lim |
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| January 25, 2022 |
EX-21.1 28 ex21-1.htm Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name State of Formation Yoshiharu Holdings Co. * California Global JJ Group, Inc. California Global AA Group, Inc. California Global BB Group, Inc. California Global CC Group, Inc. California Global DD Group, Inc. California Yoshiharu Irvine California * Direct subsidiary |
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| December 15, 2021 |
As confidentially submitted to the Securities and Exchange Commission on December 15, 2021. |
