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): July 30, 2026
Vestand Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41494 | 87-3941448 | ||
| (State or other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File No.) | 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. ☐
| * | Pending the filing by The Nasdaq Stock Market LLC of a Form 25-NSE to deregister the Company’s securities under Section 12(b) of the Securities Exchange Act of 1934, as amended. |
Item 1.01 Entry into a Material Definitive Agreement.
Vestand Inc. (the “Company”) owned 200 shares of common stock of Vestand Korea Co., Ltd. (“Vestand Korea”). On July 30, 2026, the Company entered into a Stock Transfer Agreement to sell the Company’s 200 shares of common stock of Vestand Korea to Mr. Sang-Woo Noh for KRW 5,000 per share for a total of KRW 1,000,000. The Company has the right to repurchase all 200 shares of Vestand Korea from Mr. Noh for a total purchase price of KRW 1,100,000 until July 28, 2027.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Stock Transfer Agreement dated July 30, 2026, between Vestand Inc. and Sang-Woo Noh | |
| 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: August 13, 2026
| VESTAND INC. | ||
| By: | /s/ Jiwon Kim | |
| Name: | Jiwon Kim | |
| Title: | Chief Executive Officer | |