Yoshiharu Global Co-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number:001-41494 YOSHIHARU GLOBAL CO.(Exact name of registrant as specified in its charter) Delaware87-3941448(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification Number) 596 Apollo St.Brea,CA92821(714)694-2403(Address, including zip code, and telephone number, includingarea code, of Registrant’s principal executive offices) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See definition of “large accelerated filer,” accelerated filer, “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $3.0million based onthe closing sales price on the Nasdaq Stock Market LLC on June 30, 2024, the last business day of the registrants most recently completedsecond fiscal quarter. The registrant had1,332,145shares of class A common stock outstanding, and100,000shares of class B common stock outstanding as ofMarch 25, 2025. TABLE OF CONTENTS PAGEPART IItem 1.Business1Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments28Item 1C.Cybersecurity28Item 2.Properties28Item 3.Legal Proceedings28Item 4.Mine Safety Disclosures28 PART IIItem 5.Market for Registrant’s Ordinary Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities28Item 6.[Reserved]29Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 7A.Quantitative and Qualitative Disclosures About Market Risk37Item 8.Financial Statements and Supplementary Data37Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedure37Item 9B.Other Information38Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections38PART IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation43Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters50Item 13.Certain Relationships and Relate