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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): 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.) |
|
(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.
Explanatory
Note (Late Filing Notice)
This
Current Report on Form 8-K regarding the pending litigation described herein was inadvertently filed late due to changes in the Company’s
management. When the inadvertent lapse in filing was determined, the Company filed this Current Report on Form 8-K.
Item
8.01 Other Events.
Vestand
Inc. (the “Company”) is a defendant in a lawsuit filed on March 7, 2024, in Los Angeles County, California, along with James
Chae, who previously held various positions with the Company including President, Chief Executive Officer, Co-Chief Executive Officer,
Chief Financial Officer, and Chairman of the Board, and two other entities alleged to be affiliated with James Chae.
The
lawsuit contains allegations of contractual fraud in connection with investments the plaintiffs made in reliance on advice provided by
James Chae, including investment in the Company’s initial public offering, which allegedly resulted in losses of approximately
$1,000,000.
The
plaintiffs assert causes of action against the Company for fraud, elder abuse, accounting, and declaratory relief. The relief sought
against the Company includes compensatory damages, punitive damages, accounting, prejudgment and post judgement interest, reasonable
attorney fees, cost of suit, a judicial declaration of the parties’ respective rights and obligations, and treble damages under
California Civil Code § 3345 (b); and/or punitive damages, attorney fees, and costs under the Welfare & Institutions Code §15657
et seq.
The
Company is filing a cross-complaint against James Chae and his entity, APIIS Asset I, LLC, a California limited liability company for
Equitable Indemnity; Comparative Indemnity/Partial Indemnity; Contribution; Implied Contractual Indemnity; and Declaratory Relief.
At
this time, the Company is unable to predict the outcome of the litigation or estimate the ultimate financial exposure, if any, that may
result from the proceedings. An adverse judgement or settlement could have a material adverse effect on the financial condition of the
Company.
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 24, 2025
| VESTAND
INC. |
|
| |
|
|
| By: |
/s/
Jiwon Kim |
|
| Name: |
Jiwon
Kim |
|
| Title: |
Chief
Executive Officer |
|
