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SUBSEQUENT EVENTS
 6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

19. SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after June 30, 2025 up through the date the consolidated financial statements were available to be issued. Based upon the evaluation, except as disclosed below or within the footnotes, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements except as follows:

 

  ● Forward Stock Split - On July 18, 2025, the Company’s Board of Directors approved and announced a 4-for-1 forward stock split of its Class A and Class B common stock. The record date for the split was July 28, 2025, with distribution of additional shares on July 30, 2025, and trading on a split-adjusted basis commencing on July 31, 2025. The par value of the Company’s common stock remained at $0.001 per share. All share and per-share amounts in the accompanying consolidated financial statements and notes have been retroactively adjusted to reflect the stock split.

 

  ● Convertible Note Issuance - On July 29, 2025, the Company entered into a Secured Convertible Note Purchase Agreement with an institutional investor for aggregate gross proceeds of $4.4 million. The note matures in three years, bears interest at 7% per annum, payable semi-annually, and is convertible beginning six months after issuance at a conversion price of $1.10 per share, subject to reset provisions based on market conditions and a floor conversion price of $1.00. Conversion is limited to 19.99% of the Company’s outstanding shares prior to shareholder approval. The proceeds are restricted for real estate acquisitions. The note is secured by a subordinated lien on the acquired property, includes a 3% net profit participation on sales of such properties, and permits assignment of up to 40% of the principal balance under certain conditions.

 

  ● Proposed Corporate Name Change - On July 15, 2025, the Company announced its intention to change its corporate name from Yoshiharu Global Co. to Vestand, Inc. to reflect a strategic transition into real estate investment and digital asset initiatives. The name change is subject to the completion of required corporate and regulatory approvals