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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 17, 2026
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
This
Current Report on Form 8-K was inadvertently filed late. When the inadvertent lapse in filing was determined, the Company promptly filed
this Current Report on Form 8-K.
Item
1.01 Entry into a Material Definitive Agreement.
On
March 17, 2026, Vestand Inc. (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Good
Mood Studio Inc., a California corporation (the “Lender”) pursuant to which the Lender agreed to lend the Company the principal
amount of $200,000 (the “Loan”).
The
Loan bears interest at a rate of 16% per annum, calculated on a simple interest basis and on the basis of the actual number of days elapsed
over a 365-day year. Interest on the Loan began accruing from the date the Loan was disbursed to the Company. The Loan Agreement provides
that any overdue amount shall bear interest at a rate of 18% per annum from the due date until paid in full.
The
Company is required to repay the Loan in full, together with all accrued interest, by September 16, 2026. The Loan is secured by 100%
of the equity interest held by the Company in Vestand Korea Co., Ltd, including all rights, dividends, distributions, and proceeds related
thereto (the “Collateral”). The Loan Agreement precludes the Company from pledging, assigning, transferring, or otherwise
encumbering the Collateral without the prior written consent of the Lender. The Lender may also take any action reasonably necessary
to protect its rights in the Collateral. Upon the occurrence of an Event of Default (as provided in the Loan Agreement), the Lender has
the right, without further notice, to: (i) take ownership of the Collateral, (ii) sell, transfer, or otherwise dispose of the Collateral,
(iii) exercise all voting and economic rights associated with the Collateral; and apply the proceeds thereof toward the repayment of
the Loan.
The
Company agreed to use the Loan solely for general corporate and operating purposes.
The
foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Loan Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item
2.03. Creation of a Direct Financial Obligations or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Loan Agreement dated March 17, 2026, between Vestand Inc. and Good Mood Studio Inc. |
| 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:
May 28, 2026
| VESTAND
INC. |
|
| |
|
|
| By: |
/s/
Jiwon Kim |
|
| Name:
|
Jiwon
Kim |
|
| Title: |
Chief
Executive Officer |
|
