[8-K] Vestand Inc. Reports Material Event

Rhea-AI Filing Summary

Vestand Inc. changed its independent auditor. Based on its Audit Committee’s recommendation, the Board dismissed BCRG Group and engaged M.N. Vijay Kumar, Chartered Accountant as the new independent registered public accounting firm.

BCRG’s reports for the years ended December 31, 2024 and 2023 contained no adverse opinions or disclaimers and were not qualified or modified. The company reports no disagreements with BCRG and no reportable events during the covered periods. Vestand has requested a confirmation letter from BCRG to be filed by amendment.

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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

FAQ

What did Vestand Inc. (VSTD) announce in this 8-K?

The Board dismissed BCRG Group and engaged M.N. Vijay Kumar, Chartered Accountant as Vestand’s independent auditor.

Were there any disagreements with BCRG disclosed by VSTD?

No. Vestand states there were no disagreements with BCRG on accounting, disclosure, or audit scope/procedures.

How were BCRG’s prior audit opinions on Vestand’s financials?

For 2024 and 2023, BCRG’s reports had no adverse opinion, no disclaimer, and were not qualified or modified.

Did Vestand report any reportable events related to its prior auditor?

No. The company reported no reportable events during the two most recent fiscal years and interim period.

Will BCRG provide a letter regarding Vestand’s statements?

Yes. Vestand requested a letter from BCRG addressed to the SEC and plans to file it by amendment upon receipt.

What is Vestand’s trading symbol and exchange?

Vestand’s Class A Common Stock trades as VSTD on the Nasdaq Capital Market.