Yoshiharu Global Co-A美股招股说明书(2025-05-23版)

3,135,600Shares of Common Stock We are registering for resale by certain selling securityholders named herein (the “Selling Securityholders”) up to: (i) 560,000 shares of our Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) issued pursuant tosubscription agreements, dated March 24, 2025 with (i) James Chae and (ii) Golden Bridge pursuant to which such Selling Securityholdersagreed to cancel indebtedness in an aggregate amount of 1,400,000 in exchange for the issuance of an aggregate of 560,000 warrants; (ii) 480,000 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of the Class A Common Stockat an exercise price per share of $0.01 pursuant to the subscription agreements dated March 17, 2025 with (i) Global AI Focus 1 Fund, (ii) Haru1st Fund, (iii) Econovation Fund (iv) and Sky Line Fund (which warrants were purchased for $2.50 per warrant); (iii)285,600 shares of Class A Common Stock issued at price per share of $2.50 pursuant to the private placement subscriptionagreements dated March 12, 2025 with (i) Green Light Fund, (ii) Blue Ocean Fund, and (iii) Good Mood Studio. (iv) 660,000 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of the Class A Common Stockat an exercise price per share of $0.01, which warrants were purchased for $2.50 per warrant pursuant to the subscription agreements datedMarch 25, 2025 with (i) Evergreen Fund, (ii) Good Mood Studio, (iii) Harang Co., (iv) Horizon Fund, (v) Long Beach Fund and (vi) VertexFund. (v) 320,000 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of the Class A Common Stockat an exercise price per share of $0.01, which warrants were purchased for $2.50 per warrant pursuant to the subscription agreements datedApril 2, 2025 with (i) Atlas Fund and (ii) Keystone Fund. (vi) 80,000 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of the Class A Common Stockat an exercise price per share of $0.01, which warrants were purchased for $2.50 per warrant pursuant to the subscription agreements datedApril 2, 2025 with Harang Co. (vii) 400,000 shares of Class A Common Stock issuable pursuant to 400,000 warrants at $0.01per share, issued in connection withsubscription agreements, dated April 9, 2025 with (i) Daeboreum Co. Ltd. and (ii) CSTCompany German GmbH Fund pursuant to which suchSelling Securityholders agreed to cancel indebtedness in an aggregate amount of $1,000,000 ; (viii) 350,000 shares of Class A Common Stock owned by James Chae. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through privatetransactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of theirCommon Stock. On May 13, 2025, the last reported sales price of our Common Stock was $13.79. We may not receive any cash proceeds inrelation to such outstanding warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, includingwith regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any,attributable to their sale of shares of Common Stock. See “Plan of Distribution.” Our Class A Common Stock is listed on The Nasdaq Capital Market under the symbol “YOSH”. On May 13, 2025, the last reportedsales price of our sales price of our Class A Common Stock was $13.79. The shares of Class A Common Stock being registered for resale in this prospectus will constitute a considerable percentage of our“public float” (defined as the number of our outstanding shares of Common Stock held by non-affiliates). In addition, a portion of the shares ofCommon Stock being registered for resale hereunder were purchased by the Selling Securityholders at prices below the current market price ofour Common Stock. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under theheading “Risk Factors” beginning on page 7 of this prospectus, and under similar headings in any amendment or supplements to thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is May 22, 2025. TABLE OF CONTENTS FREQUENTLY USED TERMS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3THE OFFERING6RISK FACTORS7USE OF PROCEEDS26MARKET INFORMATION OF OUR SECURITIES27DIRECTORS AND EXECUTIVE OFFICERS50EXECUTIVE COMPENSATION55BENEFICIAL OWNERSHIP OF SECURITIES61DESCRIPTION OF OUR SECURITIES63MATERIAL U.S. FEDERAL INCOME TAX66SELLING SECURITYHOLDERS70PLAN OF DISTRIBUTION7