Vestand ends super-voting shares, BS1 loses control

Vestand Inc. reported that on June 23, 2026, BS1 Fund converted all of its 1,760,000 shares of Class B Common Stock into an equal number of Class A shares.

Rhea-AI Filing Summary

Vestand Inc. reported that on June 23, 2026, BS1 Fund converted all of its 1,760,000 shares of Class B Common Stock into an equal number of Class A shares. Under Vestand’s charter, once BS1 Fund ceased to beneficially own at least 25% of the voting power of the company’s outstanding capital stock, all remaining Class B shares automatically converted into Class A.

As a result, all Class B Common Stock was eliminated, including shares held by other investors, and each former Class B share now carries one vote instead of the prior ten votes per share. BS1 Fund no longer controls a majority of Vestand’s total voting power, and no new party acquired control; the company characterizes this as a dissipation of control rather than a traditional change of control.

Positive

• Elimination of super-voting Class B shares simplifies Vestand’s capital structure and moves all common stock to a one-vote-per-share basis, which can improve governance transparency and align voting power more closely with economic ownership.
• BS1 Fund’s loss of majority voting control reduces control concentration in a single shareholder, potentially broadening influence among other investors and altering future stockholder vote dynamics.

Negative

• None.

8-K Event Classification

3 items: 3.03, 5.01, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

BS1 Class B shares converted: 1,760,000 shares Voting power threshold: 25% Prior Class B voting rights: 10 votes per share +1 more

4 metrics

BS1 Class B shares converted 1,760,000 shares Class B Common Stock converted into Class A on June 23, 2026

Voting power threshold 25% Automatic conversion trigger when BS1 Fund beneficially owns less than 25% of voting power

Prior Class B voting rights 10 votes per share Class B Common Stock voting entitlement before conversion

Post-conversion voting rights 1 vote per share Class A Common Stock voting entitlement after all Class B converted

Key Terms

Class B Common Stock, beneficially own, voting power, dissipation of control

4 terms

Class B Common Stock financial

"converted all of its 1,760,000 shares of Class B Common Stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

beneficially own financial

"date such shares cease to be beneficially owned by BS1 Fund"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

voting power financial

"beneficially own at least 25% of the voting power of all outstanding shares"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

dissipation of control financial

"represents a dissipation of control, not a “change of control” in the traditional sense"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital structure change did Vestand Inc. (VSTD) disclose on June 23, 2026?

Vestand Inc. disclosed that all Class B Common Stock automatically converted into Class A Common Stock after BS1 Fund’s holdings fell below 25% of voting power, eliminating the super-voting class and unifying voting rights.

How many Vestand Inc. (VSTD) Class B shares did BS1 Fund convert?

BS1 Fund converted 1,760,000 shares of Vestand’s Class B Common Stock into an equal number of Class A shares. This triggered automatic conversion of all remaining Class B shares under Vestand’s Certificate of Incorporation.

How did the Vestand Inc. (VSTD) conversion affect voting rights?

Before the change, Class B shares carried ten votes per share. After the conversion, all former Class B holders received Class A shares, each entitled to one vote per share, standardizing voting power across common stock.

Does BS1 Fund still control Vestand Inc. (VSTD) after the conversion?

BS1 Fund no longer controls a majority of Vestand’s total voting power following the Class B to Class A conversion. The company describes this as a dissipation of control rather than a traditional change of control.

Was there a new controlling shareholder created at Vestand Inc. (VSTD)?

No new controlling shareholder emerged. Vestand states the event is a dissipation of control because no third party acquired control; instead, BS1 Fund’s voting power decreased below the majority threshold.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2026

Vestand Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41494		87-3941448
(State or other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File No.)		Identification No.)

104 Apple Blossom Cir.

Brea, CA 92821

(Address of principal executive offices and zip code)

(562) 727-7045

(Registrant’s telephone number, including area code)

Yoshiharu Global Co.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value		VSTD*		The Nasdaq Stock Market LLC*
				(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

* Pending the filing by The Nasdaq Stock Market LLC of a Form 25-NSE to deregister the Company’s securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.03 Material Modification to Rights of Security Holders.

On June 23, 2026, BS1 Fund, a shareholder of Vestand Inc. (the “Company”), converted all of its 1,760,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Company (the “BS1 Conversion”).

Pursuant to the Company’s Certificate of Incorporation, as amended, each outstanding share of Class B Common Stock automatically converts into one fully paid and non-assessable share of Class A Common Stock upon the earliest to occur of: (a) the date such shares cease to be beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by BS1 Fund; or (b) 5:00 p.m. Pacific Time on the date that BS1 Fund ceases to beneficially own at least 25% of the voting power of all outstanding shares of the Company’s capital stock.

As a result of the BS1 Conversion: (i) BS1 Fund ceased to beneficially own any shares of the Company’s Class B Common Stock, and (ii) BS1 Fund’s beneficial ownership of the voting power of the Company’s outstanding capital stock was reduced to less than 25%. Accordingly, by operation of the Certificate of Incorporation, all then-outstanding shares of the Company’s Class B Common Stock, including those held by holders other than BS1 Fund, automatically converted into an equal number of shares of Class A Common Stock.

Prior to the BS1 Conversion, holders of Class B Common Stock were entitled to cast ten votes per share on any matter submitted to a vote of the Company’s stockholders. As a result of the BS1 Conversion, all former holders of Class B Common Stock became holders of an equal number of Class A Common Stock, entitled to cast only one vote per share on all matters subject to a stockholder vote.

Item 5.01 Changes in Control of Registrant.

As a result of the BS1 Conversion, BS1 Fund no longer controls a majority of the Company’s total voting power.

The BS1 Conversion represents a dissipation of control, not a “change of control” in the traditional sense, because no third party acquired control of the Company as a result of the BS1 Conversion.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2026

VESTAND INC.
By:	/s/ Jiwon Kim
Name:	Jiwon Kim
Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.3 KB