| SUBSEQUENT EVENTS |
17.
SUBSEQUENT EVENTS
The
Company evaluated all events or transactions that occurred after December 31, 2024 up through the date the audited consolidated financial
statements were available to be issued and are as follows:
| ● | On
January 6, 2025, Yoshiharu Global Co. (the “Company”) entered into an equity
purchase agreement (the “Purchase Agreement”) with Crom Structured Opportunities
Fund I, LP, a Delaware limited partnership (the “Investor”) pursuant to which
the Company shall have the right, but not the obligation, to sell to the Investor up to $10,000,000
(the “ELOC Shares”) of the Company’s Class A common stock, $0.0001 par
value per share (“Class A Common Stock”). The Company may request that the Investor
purchase the ELOC Shares at any time during the commitment period commencing on January 6,
2025 (the “Effective Date”) and terminating on January 6, 2027. |
| ● | On
January 6, 2025, the Company issued and sold to Crom Structured Opportunities Fund I, LP,
a Delaware limited partnership (“Crom”) a 10% OID promissory note in the aggregate
principal amount of $1,100,000 (the “Note”) for a purchase price of $1,000,000.
The Company repaid such Note on March 7, 2025 with the proceeds from a loan made to the Company
on or about March 6, 2025. Also on January 6, 2025, we entered into an equity purchase agreement
(the “Purchase Agreement”) with Crom (the “Investor”) pursuant to
which the Company shall have the right, but not the obligation, to sell to the Investor up
to $10,000,000 (the “ELOC Shares”) of the Company’s Class A common stock,
$0.0001 par value per share (“Class A Common Stock”). However, we have not yet
been able to access capital under this agreement since we must first register shares issuable
under the Purchase Agreement, which we may only do after the filing of this Annual Report on
Form 10-K. |
| ● | On
March 12, 2025, the Company
entered into a private placement securities subscription agreement (the “GM Private
Placement Agreement”) with Good Mood Studio, Inc. (“Good Mood Studio”)
pursuant to which Good Mood Studio purchased $200,000 worth of the Company’s shares
of Class A common stock, par value $0.0001 per share (“Class A Common Stock”),
at a price per share of $2.50 per share, or 80,000 shares of Class A Common Stock (the “GM
Shares”). |
| ● | On
March 12, 2025, the Company entered into a private placement securities subscription agreement
(the “BOF Private Placement Agreement”) with Blue Ocean Fund (“Blue Ocean
Fund”) pursuant to which Blue Ocean Fund purchased $300,000 worth of the Company’s
Class A Common Stock, at a price per share of $2.50 per share, or 120,000 shares of Class
A Common Stock (the “BOF Shares”). |
| ● | On
March 12, 2025, the Company entered into a private placement securities subscription agreement
(the “GLF Private Placement Agreement”) with Green Light Fund (“Green Light
Fund”) pursuant to which Green Light Fund purchased $214,000 worth of the Company’s
Class A Common Stock, at a price per share of $2.50 per share, or 85,600 shares of Class
A Common Stock (the “GLF Shares”). |
| ● | On
March 17, 2025, the Company entered into securities subscription agreements (the “Subscription Agreements”) with certain
investors pursuant to which the investors purchased an aggregate of 480,000
warrants for a purchase price of $1,200,000.
The Subscription Agreements contain customary representations, warranties, and indemnification provisions and were entered into in reliance
on self-certification as an accredited investor pursuant to Regulation D promulgated under the Securities Act. Each warrant is exercisable
for one share of the Company’s Class A common stock at an exercise price of $0.01
(the “Shares”) pursuant to the terms of a warrant
agreement dated as of March 17, 2025 (the “Warrant Agreement”). |
| ● | On
March 24, 2025, the Company
entered into securities subscription agreements (the “Subscription Agreements”)
with certain investors pursuant to which the investors agreed to cancel indebtedness in an
aggregate amount of $2,500,000 in exchange for the issuance of an aggregate of 1,000,000
warrants. |
| ● | On
March 25, 2025, the Company entered into Subscription Agreements with certain investors pursuant to which the investors agreed to pay
$1,650,000
in aggregate to purchase an aggregate of 660,000
warrants. The Subscription Agreements contain customary representations,
warranties, and indemnification provisions and were entered into in reliance on self-certification as an accredited investor pursuant
to Regulation D promulgated under the Securities Act. Each warrant is exercisable for one share of the Company’s Class A common
stock at an exercise price of $0.01
(the “Shares”) pursuant to the terms of warrant
agreements dated as of March 24, 2025 (the “Warrant Agreement”). |
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