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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 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.) |
|
(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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 7, 2025, the board of directors (the “Board”) of Vestand Inc. (the “Company”) appointed Mr. Andrew Yun
to serve as a director of the Company. Mr. Yun was appointed to strengthen the Company’s internal controls, legal compliance, and
corporate governance functions.
Mr.
Yun, age 50, is the managing partner of Yun Law Group, and his practice is focused on all matters related to business, including business
transactions, corporate governance, and mergers and acquisitions. Prior to founding Yun Law Group, Mr. Yun was senior legal counsel to
the largest energy and electronics conglomerates in the world. Mr. Yun obtained his B.A. from Claremont McKenna College and his J.D.
from Loyola Law School, Los Angeles.
The
Company considers Mr. Yun to be a non-independent director and does not anticipate that he will initially be appointed to any Board committee.
There are no arrangements or understandings between Mr. Yun and any other persons pursuant to which he was elected as a director of the
Company. There are no family relationships between Mr. Yun and any other director or executive officer of the Company, and he has no
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated
by the Securities and Exchange Commission.
Caution
Regarding Forward-Looking Statements
This
report includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. The Company cautions readers that the assumptions forming the basis
for forward-looking statements include many factors that are beyond the Company’s ability to control or estimate precisely. Words
such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,”
“believes,” “may,” “should” and similar expressions may identify forward looking information and
such forward-looking statements are made based upon management’s current expectations and beliefs as of this date concerning future
developments and their potential effect upon the Company. Forward looking statements in this report include statements regarding our
ability to execute our growth strategy and the potential for our leadership to accomplish the goals we have set for them. There can be
no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments
on the Company will be those anticipated by management. Additional information and factors that could cause actual results to differ
materially from the Company’s expectations are contained in the Company’s filings with the U.S. Securities and Exchange Commission
(“SEC”), including the Company’s Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and other SEC filings, which are available at the SEC’s web site, http:.//www.sec.gov.
Item
7.01 Regulation FD Disclosure.
On
October 14, 2025, the Company issued a press release (the “Press Release”) announcing Mr. Yun’s
appointment to the Board. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.
The
information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section,
and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 - Financial Statements and Exhibit
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release, dated October 14, 2025 |
| 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:
October 10, 2025
| VESTAND INC. |
|
| |
|
|
| By: |
/s/
Jiwon Kim |
|
| Name: |
Jiwon Kim |
|
| Title: |
Chief Executive Officer |
|
