false
0001898604
0001898604
2025-06-20
2025-06-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 20, 2025 (June 15, 2025)
Yoshiharu
Global Co.
(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.) |
596
Apollo St.
Brea,
CA 92821
(Address
of principal executive offices and zip code)
(714)
694-2403
(Registrant’s
telephone number, including area code)
N/A
(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 |
|
YOSH |
|
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
June 15, 2025, the Board nominated Jae-Eun Song to serve as a director of the Company. There are currently no arrangements or understandings
related to the nomination of Ms. Song. There are no family relationships among any of the Company’s executive officers, members
of the Board and Ms. Song, and there are no transactions that require disclosure pursuant to Item 404(a) of Regulation S-K.
Below
is biographical information about Ms. Song:
Jae
Eun Song (46)
Jae
Eun Song is an experienced hospitality and business operations professional with over 15 years of multi-industry experience. Ms. Song
has been a Manager of Bento Woman, Inc., a catering company, since September 2019. She has demonstrated strong leadership in high-pressure
environments, particularly in catering, restaurant management, and administrative roles. A bilingual communicator (Korean and English),
she brings significant skills in team coordination, QuickBooks, and customer relations. She holds a bachelor’s degree in Hospitality
Management from Madonna University and is certified in food safety by the National Restaurant Association.
Forward
Looking Statements
This
press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, including without limitation, statements regarding our position to execute on our growth strategy, and our ability to expand
our leadership position. These forward-looking statements include, but are not limited to, the Company’s beliefs, plans, goals,
objectives, expectations, assumptions, estimates, intentions, future performance, other statements that are not historical facts and
statements identified by words such as “expects”, “anticipates”, “intends”, “plans”,
“believes”, “seeks”, “estimates” or words of similar meaning. These forward-looking statements reflect
our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available
to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected
in, or suggested by, these forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations
or strategies will be attained or achieved. Forward-looking statements involve inherent risks and uncertainties which could cause actual
results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties
described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections
of our filings with the SEC including our Form 10-K for the year ended December 31, 2024, and subsequent reports we file with the SEC
from time to time, which can be found on the SEC’s website at www.sec.gov. We caution readers not to place undue reliance upon
any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
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:
June 20, 2025
| YOSHIHARU
GLOBAL CO. |
|
| |
|
|
| By: |
/s/
John Oh |
|
| Name:
|
James
Chae |
|
| Title:
|
Chief
Financial Officer |
|
