Exhibit 10.1

CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT

This Agreement is entered into on July 29, 2025, by and between Yoshiharu Global Co., a corporation incorporated under the laws of the State of Delaware and listed on NASDAQ under the symbol “YOSH” (the “Issuer”), and Open Innovation Fund (the “Investor”).

Article 1 [Financing Overview]

Article 2 [Ownership Limitation]

Notwithstanding anything to the contrary in this Agreement or the Note, the Investor shall not be entitled to convert any portion of the Note, and the Issuer shall not effect any such conversion, to the extent that, after giving effect to such conversion, the Investor (together with its affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Investor under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder) would beneficially own in excess of 9.99% of the then-outstanding shares of Class A Common Stock of the Issuer. Any conversion request that would result in beneficial ownership in excess of the specified percentage shall be reduced, and only such number of shares as may be issued without exceeding the 9.99% beneficial ownership limitation shall be issued in connection with such conversion. The Issuer shall be entitled to rely upon the Investor’s determination of beneficial ownership, provided that such reliance is in good faith.

Article 3 [Registration of Conversion Shares]

The Issuer shall, as soon as reasonably practicable after the issuance of this Note, file a registration statement with the U.S. Securities and Exchange Commission (SEC) covering the resale of the shares of Class A Common Stock issuable upon conversion of this Note by the Investor. It shall file a registration statement on Form S-1 or any other applicable form available to the Issuer. The Issuer shall use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable, and to maintain the effectiveness of such registration statement for so long as the Note remains outstanding or any conversion shares are held by the Investor.

Upon effectiveness, the shares issued upon conversion shall be freely tradable by the Investor, subject to applicable laws and regulations.

Article 4 [Nasdaq 20% Rule; Shareholder Approval]

Notwithstanding anything to the contrary herein, the aggregate number of shares of the Issuer’s Class A Common Stock issuable upon conversion of this Note (the “Conversion Shares”) shall not exceed 19.99% of the Issuer’s total outstanding shares (calculated as of the issuance date of this Note), unless and until the Issuer obtains the requisite shareholder approval in accordance with Nasdaq Listing Rule 5635(d).

The Issuer shall use its commercially reasonable efforts to obtain such shareholder approval at a duly convened meeting of shareholders, to be held no later than six (6) months following the date of issuance of this Note, and in any event prior to the expiration of the lock-up period applicable to the Conversion Shares.

The Issuer shall further use its commercially reasonable efforts to file and cause the effectiveness of a registration statement (on Form S-1) covering the resale of all Conversion Shares, prior to such shareholder meeting or, at the latest, prior to the lifting of any lock-up restrictions.

Article 5 [Representations and Warranties]

Article 6 [Covenants]

Article 7 [Events of Default]

If any of the following occurs, the Investor may, by written notice to the Issuer, declare the entire unpaid principal and accrued interest due and payable immediately:

Article 8 [Governing Law and Jurisdiction]

Article 9 [Entire Agreement and Amendments]

Article 10 [General Provisions]

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Convertible Note Subscription Agreement as of the date first written above.

Issuer:

Yoshiharu Global Co.

Investor:

Name/Entity: Open Innovation Fund