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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): 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.) |
|
(IRS
Employer
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.
Item
4.01 Changes in Registrant’s Certifying Accountant
On
November 3, 2025, the board of directors (the “Board”) of Vestand Inc. (the “Company”), based on the Company’s
Audit Committee recommendation, dismissed BCRG Group (“BCRG”) as its independent registered public accountancy firm, and
engaged M.N. Vijay Kumar, Chartered Accountant, as the Company’s new independent registered public accounting firm.
The
reports of BCRG regarding the Company’s financial statements for the fiscal years ended December 31, 2024 and December 31, 2023,
respectively, being the two most recent fiscal years for which the Company has filed financial statements with the Securities and Exchange
Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
During
the two most recent fiscal years and the subsequent interim period, the
Company had no disagreements with BCRG (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of BCRG, would have caused BCRG to make reference thereto in connection with
its report.
During
the two most recent fiscal years and the subsequent interim period, the
Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The
Company requested BCRG to furnish it with a letter addressed to the SEC stating whether or not BCRG agrees with the above statements
and, if it does not agree, the respects in which it does not agree. A copy of the letter will be filed by amendment to this Current Report on Form 8-K
when it is received.
During
the two most recent fiscal years and the subsequent interim period, neither
the Company nor anyone on the Company’s behalf consulted with M.N. Vijay Kumar, Chartered Accountant regarding any of the following:
| (i) | either
the application of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s financial
statements, and neither a written report nor oral advice was provided to the Company that
M.N. Vijay Kumar, Chartered Accountant concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing or financial reporting issue;
or |
| (ii) | any
matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable
event (as defined in Item 304(a)(1)(v) of Regulation S-K). |
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:
November 7, 2025
| VESTAND
INC. |
|
| |
|
|
| By: |
/s/
Jiwon Kim |
|
| Name:
|
Jiwon
Kim |
|
| Title:
|
Chief
Executive Officer |
|
