UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| * | 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 3.03 Material Modification to Rights of Security Holders.
On June 23, 2026, BS1 Fund, a shareholder of Vestand Inc. (the “Company”), converted all of its 1,760,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Company (the “BS1 Conversion”).
Pursuant to the Company’s Certificate of Incorporation, as amended, each outstanding share of Class B Common Stock automatically converts into one fully paid and non-assessable share of Class A Common Stock upon the earliest to occur of: (a) the date such shares cease to be beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by BS1 Fund; or (b) 5:00 p.m. Pacific Time on the date that BS1 Fund ceases to beneficially own at least 25% of the voting power of all outstanding shares of the Company’s capital stock.
As a result of the BS1 Conversion: (i) BS1 Fund ceased to beneficially own any shares of the Company’s Class B Common Stock, and (ii) BS1 Fund’s beneficial ownership of the voting power of the Company’s outstanding capital stock was reduced to less than 25%. Accordingly, by operation of the Certificate of Incorporation, all then-outstanding shares of the Company’s Class B Common Stock, including those held by holders other than BS1 Fund, automatically converted into an equal number of shares of Class A Common Stock.
Prior to the BS1 Conversion, holders of Class B Common Stock were entitled to cast ten votes per share on any matter submitted to a vote of the Company’s stockholders. As a result of the BS1 Conversion, all former holders of Class B Common Stock became holders of an equal number of Class A Common Stock, entitled to cast only one vote per share on all matters subject to a stockholder vote.
Item 5.01 Changes in Control of Registrant.
As a result of the BS1 Conversion, BS1 Fund no longer controls a majority of the Company’s total voting power.
The BS1 Conversion represents a dissipation of control, not a “change of control” in the traditional sense, because no third party acquired control of the Company as a result of the BS1 Conversion.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 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 7, 2026
| VESTAND INC. | ||
| By: | /s/ Jiwon Kim | |
| Name: | Jiwon Kim | |
| Title: | Chief Executive Officer | |