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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
File
No.) |
|
(IRS
Employer
Identification
No.) |
104
Apple Blossom Cir
Brea,
CA 92821
(Address
of principal executive offices and zip code)
(714)
694-2403
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A Common Stock, $0.0001 par value |
|
YOSH |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Yoshiharu
Global Co. (the “Company”) has changed its corporate name to Vestand Inc. effective August 28, 2025. The change will take
place with Nasdaq on September 3, 2025. The Company changed its corporate name by filing a Certificate of Amendment to its Amended and
Restated Articles of Incorporation with the Delaware Secretary of State on August 27, 2025. A copy of the Certificate of Amendment to
Amended and Restated Articles of Incorporation is attached as Exhibit 3.1 hereto and incorporated by reference.
Item
7.01 Regulation FD Disclosure.
On
September 2, 2025, the Company issued a press release announcing its name change to Vestand Inc. and its symbol change to VSTD. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated
by reference herein.
The
information included in this Item 7.01 of this Current Report, including the attached Exhibit 99.1 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
3.1 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation |
99.1 |
|
Press Release |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
Forward
Looking Statements
This
press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, including without limitation, statements regarding our position to execute on our growth strategy, and our ability to expand
our leadership position. These forward-looking statements include, but are not limited to, the Company’s beliefs, plans, goals,
objectives, expectations, assumptions, estimates, intentions, future performance, other statements that are not historical facts and
statements identified by words such as “expects”, “anticipates”, “intends”, “plans”,
“believes”, “seeks”, “estimates” or words of similar meaning. These forward-looking statements reflect
our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available
to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected
in, or suggested by, these forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations
or strategies will be attained or achieved. Forward-looking statements involve inherent risks and uncertainties which could cause actual
results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties
described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections
of our filings with the SEC including our Form 10-K for the year ended December 31, 2024, and subsequent reports we file with the SEC
from time to time, which can be found on the SEC’s website at www.sec.gov. We caution readers not to place undue reliance upon
any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
September 2, 2025
YOSHIHARU
GLOBAL CO. |
|
|
|
|
By: |
/s/
John Oh |
|
Name:
|
John
Oh |
|
Title:
|
Chief
Financial Officer |
|