VSTD / Vestand Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

SECURITIES PURCHASE AGREEMENT

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement,” as the same may hereafter be modified, supplemented, extended, amended, restated, or amended and restated from time to time), is entered into and made effective as of May 21, 2026 (the “Effective Date”), by and among Vestand Inc., a Delaware corporation (the “Company”), and MIN GAN ZHE INVESTMENT LIMIT

LOAN AGREEMENT

Exhibit 10.1 LOAN AGREEMENT This Loan Agreement (this “Agreement”) is entered into as of March 17, 2026 (the “Effective Date”), BY AND BETWEEN Good Mood Studio Inc., a company duly organized and existing under the laws of California (“Lender”), AND Vestand Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (“Borrower”). Lender and Borrower may be referred to

SECURED PROMISSORY NOTE

Exhibit 10.4 SECURED PROMISSORY NOTE $500,000 May 21, 2026 FOR VALUE RECEIVED, Vestand Inc., a Delaware corporation (“Payor”), promises to pay to MIN GAN ZHE INVESTMENT LIMITED, a Hong Kong corporation (the “Holder”), the principal sum of $500,000 (the “Principal Balance”) on the terms set forth below. Interest on the outstanding Principal Balance shall accrue at the rate of 8% per annum. Interest

SECURITY AGREEMENT

Exhibit 10.5 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made as of May 21, 2026, by and between Vestand Inc., a Delaware corporation (the “Company”) on the one hand, and MIN GAN ZHE INVESTMENT LIMITED, a Hong Kong corporation (the “Secured Party”) on the other hand (collectively, the “Parties”). The Parties hereto agree as follows: 1. Security Interest. In consideration of th

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 21, 2026 Vestand Inc. (Exact

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 21, 2026 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.) (IR

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, 2026 Vestand Inc. (Exac

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, 2026 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.) (

LOAN AGREEMENT

Exhibit 10.3 LOAN AGREEMENT THIS LOAN AGREEMENT (this “Loan Agreement”) is made and entered into as of May 21, 2026 (the “Effective Date”), among MIN GAN ZHE INVESTMENT LIMITED, a Hong Kong corporation (“Lender”), Vestand Inc., a Delaware corporation (“Borrower”), and Vestand Korea Co., Ltd. (“Vestand Korea”) with respect to the following: RECITALS WHEREAS, pursuant to a Financing Agreement dated

FINANCING AGREEMENT

Exhibit 10.1 FINANCING AGREEMENT This Financing Agreement (this “Agreement”) is entered into as of May 21, 2026, by and between Vestand Inc., a Delaware corporation (the “Company”), and MIN GAN ZHE INVESTMENT LIMITED, a Hong Kong corporation (the “Investor”) (individually referred to as a “Party” and collectively as the “Parties”). RECITALS WHEREAS, the Company desires to raise an aggregate amount

Vestand Receives Nasdaq Staff Determination Notification Regarding Late 10-Q and 10-K Filings and Continued Listing Requirements

Exhibit 99.1 Vestand Receives Nasdaq Staff Determination Notification Regarding Late 10-Q and 10-K Filings and Continued Listing Requirements BREA, California – May 26, 2026 – Vestand Incorporated (NASDAQ: VSTD) (“Vestand” or the “Company”) received a Staff Delisting Determination letter (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”

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 19, 2026 Vestand Inc. (Exact

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 19, 2026 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.) (IR

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 23, 2026 Vestand Inc. (Exac

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 23, 2026 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.) (

Vestand Receives Nasdaq Notification Regarding Late 10-K Filing and Continued Listing Requirements

Exhibit 99.1 Vestand Receives Nasdaq Notification Regarding Late 10-K Filing and Continued Listing Requirements BREA, California – April 29, 2026 – Vestand Incorporated (NASDAQ: VSTD) (“Vestand” or the “Company”) received a notice (the “Notice”) from Nasdaq Listing Qualifications (“Nasdaq”) on April 23, 2026 notifying the Company that as it has not yet filed its Annual Report on Form 10-K for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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-CEN ☐ Form N-CSR For Period Ended: December 31, 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 For the Transition Pe

EX-17.1

Exhibit 17.1

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 27, 2026 Vestand Inc. (E

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 27, 2026 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.

ORDER

UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION December 23, 2025 In the Matter of Vestand Inc.

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 12, 2025 Vestand Inc. (E

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 12, 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.

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): September 10, 2025 Vestand Inc. (

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): September 10, 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

Vestand Receives Nasdaq Notification Regarding Late 10-Q Filing and Continued Listing Requirements

Exhibit 99.1 Vestand Receives Nasdaq Notification Regarding Late 10-Q Filing and Continued Listing Requirements BREA, California – December 2, 2025 – Vestand Incorporated (NASDAQ: VSTD) (“Vestand” or the “Company”) received a notice (the “Notice”) from Nasdaq Listing Qualifications (“Nasdaq”) on November 25, 2025 notifying the Company that as it has not yet filed its Quarterly Report on Form 10-Q

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 25, 2025 Vestand Inc. (E

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 25, 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.

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 21, 2024 Vestand Inc. (Exac

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 21, 2024 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.) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-56453 CUSIP Number: 090622309 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-56453 CUSIP Number: 090622309 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

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): October 29, 2025 Vestand Inc. (Ex

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): October 29, 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.)

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): October 29, 2025 Vestand Inc. (Ex

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): October 29, 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.)

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): September 15, 2025 Vestand Inc. (

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): September 15, 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

Vestand Appoints Andrew Yun to Board of Directors Accomplished Corporate Lawyer and Business Owner Brings Extensive Legal Expertise in Real Estate, M&A and Corporate Governance

Exhibit 99.1 Vestand Appoints Andrew Yun to Board of Directors Accomplished Corporate Lawyer and Business Owner Brings Extensive Legal Expertise in Real Estate, M&A and Corporate Governance BREA, California – October 14, 2025 – Vestand Inc. (NASDAQ: VSTD) (“Vestand,” or the “Company”), a global investment platform that integrates traditional real-world assets with next-generation crypto treasury s

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): October 7, 2025 Vestand Inc. (Exa

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): October 7, 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.)

Vestand Signs Agreement to Acquire Controlling Interest in AI Mindbot Equity Acquisition Through Newly Formed Wholly Owned Subsidiary, Vestand Korea Company Limited, Establishes a Strategic Bridge to Connect the Crypto Treasury Markets of the United

Exhibit 99.1 Vestand Signs Agreement to Acquire Controlling Interest in AI Mindbot Equity Acquisition Through Newly Formed Wholly Owned Subsidiary, Vestand Korea Company Limited, Establishes a Strategic Bridge to Connect the Crypto Treasury Markets of the United States and Korea BREA, California – September 18, 2025 – Vestand Incorporated (NASDAQ: VSTD) “Vestand”, or the “Company), a global invest

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): September 15, 2025 Vestand Inc. (

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): September 15, 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

SHARE PURCHASE AGREEMENT

Exhibit 10.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (hereinafter referred to as the “Agreement”) is made and entered into on September 15, 2025 (the “Execution Date”) by and between the following parties: Seller: Hyper Corporation 186 Gasan Digital 1-ro, Geumcheon-gu, Seoul, Suite 517, 5th Floor, Jeil Building Representative Director: Lee, Sang-Seok Buyer: Vestand Korea Company Lim

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): September 15, 2025 Vestand Inc. (

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): September 15, 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

SUPPLEMENTARY AGREEMENT

Exhibit 10.2 SUPPLEMENTARY AGREEMENT This Supplementary Agreement (the “Supplementary Agreement”) is made and entered into by and between Hyper Corporation (“Seller”) and Vestand Korea Company Limited (“Buyer”) on September 15, 2025, in relation to the Share Purchase Agreement (the “Agreement”) executed on the same date concerning the equity interests in the AI Mindbot Equity Union (the “Target Un

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): September 8, 2025 Vestand Inc. (E

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): September 8, 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.

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

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. (Exa

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.)

EX-2

Exhibit 3.1

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

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

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

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

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

Amendment to Securities Purchase Agreement, dated April 18, 2024, by and between the Company and Alumni Capital LP.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

Current Report

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

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

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

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

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

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

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

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

Regulation FD Disclosure, Material Modification to Rights of Security Holders, 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 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

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

Yoshiharu Board of Directors Approves Company to Operate as Vestand Change Reflects Strategic Initiative to Enter into the U.S. Real Estate Market

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

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

Current Report

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)

Current Report

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

Current Report

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

CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF YOSHIHARU GLOBAL CO

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

Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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

Current Report

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

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

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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Yoshiharu Global Co.

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

Amendment to Securities Purchase Agreement, dated April 18, 2024, by and between the Company and Alumni Capital LP.

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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

LETTER

May 7, 2025 James Chae Chief Executive Officer Yoshiharu Global Co. 596 Apollo St. Brea, CA 90821 Re: Yoshiharu Global Co. Registration Statement on Form S-1 Filed April 30, 2025 File No. 333-286877 Dear James Chae: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, 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 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

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

Yoshiharu Reports First Quarter 2025 Financial Results First Quarter 2025 Revenues Increase 25% to $3.5 Million Cash Balance Increases 59% to $3.0 Million Secured Financing Commitments of $3.56 Million and Converted $2.5 Million in Debt to Equity Reg

Exhibit 99 Yoshiharu Reports First Quarter 2025 Financial Results First Quarter 2025 Revenues Increase 25% to $3.

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) (

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Yoshiharu Global Co.

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

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

Current Report

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

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

Securities Subscription Agreement with Daeboreum Co., Ltd. dated April 9, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on 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

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

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

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

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

Securities Subscription Agreement with Keystone Funds dated April 2, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on 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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): 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

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

Securities Subscription Agreement with Atlas Fund dated April 2, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on 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

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

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

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 t

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

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

Description of Securities

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

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 PURSUA

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

Clawback Policy

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

Securities Subscription Agreement by and between Company and BS1 Fund, dated March 24, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on 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

Form of Warrant (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on 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

Securities Subscription Agreement by and between Company and James Chae, dated March 24, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on 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

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Unregistered Sales of Equity Securities, 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): 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

Securities Subscription Agreement by and between Company and Golden Bridge, dated March 24, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on 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

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

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

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 C

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

Form of Warrant Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on 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

Securities Subscription Agreement by and between Company and Blue Ocean Fund, dated March 12,2025 (amended with corrected date) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on 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

Securities Subscription Agreement by and between Company and Sky Line Fund., dated March 17, 2025(incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on 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

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 C

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

Securities Subscription Agreement by and between Company and Econovation Fund, dated March 17, 2025(incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on 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

Securities Subscription Agreement by and between Company and Global AI Focus 1 Fund, dated March 17, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on 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

Securities Subscription Agreement by and between Company and Green Light Fund, dated March 12, 2025 (amended with corrected date) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on 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

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, 202

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

Securities Subscription Agreement by and between Company and Haru 1st Fund, dated March 17, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on 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

Securities Subscription Agreement by and between Company and Good Mood Studio, Inc., dated March 12, 2025 (amended with corrected date) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on 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

Securities Subscription Agreement by and between Company and Green Light Fund, dated March 10, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 14, 2025).

Exhibit 10.1

Securities Subscription Agreement by and between Company and Blue Ocean Fund, dated March 10, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 14, 2025).

Exhibit 10.2

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 C

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

Securities Subscription Agreement by and between Company and Good Mood Studio, Inc., dated March 10, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 14, 2025).

Exhibit 10.3

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

Registration Rights Agreement pursuant to the Equity Purchase Agreement by and among Yoshiharu Global Co. and Crom Structured Opportunities Fund I, LP dated January 6, 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

Security Purchase Agreement by and among Yoshiharu Global Co. and Crom Structured Opportunities Fund I, LP dated January 6, 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

Promissory Note by and among Yoshiharu Global Co. and Crom Structured Opportunities Fund I, LP dated January 6, 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

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

Registration Rights Agreement pursuant to the Note by and among Yoshiharu Global Co. and Crom Structured Opportunities Fund I, LP dated January 6, 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

Amendment to Registration Rights Agreement pursuant to the Note by and among Yoshiharu Global Co. and Crom Structured Opportunities Fund I, LP dated January 28, 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

Equity Purchase Agreement by and among Yoshiharu Global Co. and Crom Structured Opportunities Fund I, LP dated January 6, 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

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) Yoshiharu Global Co.

Registration Rights Agreement pursuant to the Equity Purchase Agreement by and among Yoshiharu Global Co. and Crom Structured Opportunities Fund I, LP dated January 6, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on 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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): 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

Security Purchase Agreement by and among Yoshiharu Global Co. and Crom Structured Opportunities Fund I, LP dated January 6, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on 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

Promissory Note by and among Yoshiharu Global Co. and Crom Structured Opportunities Fund I, LP dated January 6, 2025 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on 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

Amendment to Registration Rights Agreement pursuant to the Note by and among Yoshiharu Global Co. and Crom Structured Opportunities Fund I, LP dated January 28, 2025 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on 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

Equity Purchase Agreement by and among Yoshiharu Global Co. and Crom Structured Opportunities Fund I, LP dated January 6, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on 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

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

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. )

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

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

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. )

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

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

S-1/A

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

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

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Yoshiharu Global Co.

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

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

Table of Contents

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

Amended and Restated Asset Purchase Agreement by and between the Company and the Seller dated June 12, 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

Seller Carry Loan Note.

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

Table of Contents

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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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

Table of Contents

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

Seller Carry Loan Note.

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

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

Table of Contents

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

Amended and Restated Asset Purchase Agreement by and between the Company and the Seller dated June 12, 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

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

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

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

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

Amendment to Securities Purchase Agreement, dated April 18, 2024, by and between the Company and Alumni Capital LP.

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

Description of Securities*

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

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 ☐ TRANSI

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

Clawback Policy

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

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

Table of Contents

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

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

Table of Contents

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

Amended and Restated Asset Purchase Agreement by and between the Company and the Seller dated June 12, 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

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

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

Yoshiharu Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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.

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

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, 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): 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

Amended and Restated Asset Purchase by and among Jianga LLC, HJH LLC, Ramen Aku LLC, Jihyuck Hwang, and Yoshiharu Global Co. dated June 12, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on 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

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

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

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

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

LETTER

United States securities and exchange commission logo April 29, 2024 James Chae Chief Executive Officer Yoshiharu Global Co.

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) (

Amendment to Securities Purchase Agreement by and between Yoshiharu Global Co. and Alumni Capital LP dated April 18, 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

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Yoshiharu Global Co.

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

Description of Securities*

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

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 PURSUA

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

Clawback Policy

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

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

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

Securities Purchase Agreement by and between Yoshiharu Global Co. and Alumni Capital LP dated January 4, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 10, 2024).

Exhibit 10.1

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

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

Seller Carry Loan Note issued by Yoshiharu LV and Yoshiharu Global Co. for the benefit of Jihyuck Hwang dated November 21, 2023 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on November 27, 2023).

Exhibit 99.2

Asset Purchase Agreement by and among Jianga LLC, HJH LLC, Ramen Aku LLC, Jihyuck Hwang, and Yoshiharu Global Co. dated November 21, 2023 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on November 27, 2023).

Exhibit 99.1

Employment Offer Letter of Jihyuck Hwang (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on June 17, 2024).

Exhibit 99.4

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 Globa

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

Convertible Note Agreement by and among Yoshiharu LV and Yoshiharu Global Co. for the benefit of Jihyuck Hwang dated November 21, 2023 (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed on November 27, 2023).

Exhibit 99.3

Certificate of Amendment to Amended and Restated Certificate of Incorporation filed November 22, 2023 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on 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

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, 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): 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

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

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 REPO

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

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

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. )

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

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. )

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

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 C

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.

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 PU

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

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

Filing Fee Table

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

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.

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. (

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.

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 P

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

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

Employment Contract between James Chae and Yoshiharu Global Co., dated November 21, 2022 (incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K filed on March 30, 2023).

Exhibit 10.21

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 PURSUA

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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.

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 REPO

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

Lease agreement by and between SVAP II Chapman, LLC and Yoshiharu Garden Grove, dated as of July 15, 2022 (incorporated by reference to Exhibit 10.3 to Quarterly report on Form 10-Q filed on November 14, 2022)

Exhibit 10.3

Form of Representative’s Warrant (incorporated by reference to Exhibit 4.2 to Quarterly report on Form 10-Q filed on 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

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

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

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

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)

Fee calculation table*

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) YOSHIHARU GLOBAL CO.

CERT

The Nasdaq Stock Market LLC · 805 King Farm Blvd. · Rockville, MD 20850 · USA · www.nasdaq.com Eun Ah Choi Senior Vice President U.S. Listing Qualifications & Market Surveillance September 8, 2022 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on September 7, 2022, The Nasdaq

Form 8-A

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

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

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

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

Filing Fee Table

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

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.

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

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

Shopping Center Lease by and between Center Pointe LLC and Yoshiharu Menifee, dated May 24, 2022 (incorporated by reference to Exhibit 10.19 to Amendment No. 5 to our Registration Statement on Form S-1 filed on August 29, 2022).

Exhibit 10.19

Lease by and between Ocean Ranch II, LLC and Yoshiharu Global Co., dated July 18, 2022 (incorporated by reference to Exhibit 10.18 to Amendment No. 5 to our Registration Statement on Form S-1 filed on August 29, 2022)

Exhibit 10.18

Lease Agreement by and between California Property Owner I, LLC and Yoshiharu Clemente, dated May 31, 2022 (incorporated by reference to Exhibit 10.20 to Amendment No. 5 to our Registration Statement on Form S-1 filed on August 29, 2022).

Exhibit 10.20

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

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

Filing Fee Table

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

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

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

LETTER

United States securities and exchange commission logo June 3, 2022 James Chae Chief Executive Officer Yoshiharu Global Co.

Power of Attorney

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

Employee Offer Letter between Yoshiharu Global Co. and Soojae Ryan Cho, dated May 23, 2022 (incorporated by reference to Exhibit 10.17 to Amendment No. 3 to our Registration Statement on Form S-1 filed on May 27, 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

Filing Fee Table

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

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

Form of IPO Lock-Up Agreement

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

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

LETTER

United States securities and exchange commission logo May 16, 2022 James Chae Chief Executive Officer Yoshiharu Global Co.

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.

Form of Warrant Agreement

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

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

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

LETTER

United States securities and exchange commission logo February 15, 2022 James Chae Chief Executive Officer Yoshiharu Global Co.

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

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

Filing Fee Table

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

Bylaws of Registrant

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

Power of Attorney

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

Form of Warrant Agreement

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

Specimen Warrant Certificate

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