Financial Performance - Total revenue for the nine months ended September 30, 2024, was $9,152,530, a 36.2% increase from $6,714,429 in the same period of 2023[20] - Net loss for the nine months ended September 30, 2024, was $(3,203,137), compared to a net loss of $(3,048,961) for the same period in 2023[20] - Loss from operations for the nine months ended September 30, 2024, was $(2,768,309), slightly improved from $(2,856,710) in the same period of 2023[20] - Basic and diluted loss per share for the nine months ended September 30, 2024, was $(2.39), compared to $(2.29) for the same period in 2023[20] - EBITDA for the nine months ended September 30, 2024, was $(2,132,849), an improvement from $(2,436,628) in the prior year[210] - Adjusted EBITDA for the same period was $(1,937,234), compared to $(2,014,476) in 2023, indicating a reduction in losses[210] Assets and Liabilities - Total current assets increased to $1,837,923 as of September 30, 2024, from $1,535,349 as of December 31, 2023, representing a 19.7% growth[17] - Total liabilities rose to $17,711,882 as of September 30, 2024, compared to $10,365,885 as of December 31, 2023, indicating a 70.5% increase[17] - Total non-current assets reached $15,474,153 as of September 30, 2024, up from $11,484,015 as of December 31, 2023, marking a 35.0% increase[17] - Total stockholders' equity (deficit) as of September 30, 2024, was $(399,806), a decrease from $2,653,479 as of December 31, 2023[17] - Total stockholders' equity (deficit) as of September 30, 2024, was $(399,806), a decrease from $(9,349,370) as of September 30, 2023[23] Cash Flow - Cash provided by operating activities was $1,164,719 for the nine months ended September 30, 2024, compared to cash used of $3,311,317 in 2023[26] - Cash balance increased to $1,712,064 as of September 30, 2024, from $1,462,326 as of December 31, 2023, reflecting a 17.0% increase[17] - Cash at the end of the period for September 30, 2024, was $1,712,064, down from $2,155,057 at the end of September 30, 2023[26] Expenses - Restaurant operating expenses totaled $8,746,360 for the nine months ended September 30, 2024, compared to $6,568,160 for the same period in 2023, a 32.9% increase[20] - Depreciation expense increased to $596,701 for the nine months ended September 30, 2024, from $396,388 in 2023[26] - Operating lease expense for the nine months ended September 30, 2024, was $942,945, compared to $683,947 for the same period in 2023, indicating an increase of approximately 37.8%[141] - General and administrative expenses for the nine months ended September 30, 2024, were $2.95 million, an increase of $254 thousand or 9.4% compared to the same period in 2023, with a decrease in percentage of sales to 32.2%[200] Growth and Expansion - The company plans to open new ramen stores in Ontario and Menifee, California[29] - The Company operates 14 restaurant stores with an additional 3 under construction as of September 30, 2024, aiming for over 100% annual unit growth over the next three to five years[162][168] - Positive comparable restaurant sales growth has been achieved, with future growth expected through increased brand awareness and new menu offerings[170] - The Company plans to initiate franchise sales in 2025 to further expand its market presence[170] - Recent developments include the opening of a new restaurant in San Clemente, CA, increasing the total number of locations to 15[174] Financing Activities - The company acquired LV entities for $1,800,000 during the nine months ended September 30, 2024[26] - Proceeds from borrowings for the acquisition of LV entities amounted to $900,000[26] - The company executed a loan of $150,000 on September 13, 2023, for working capital, with a remaining balance of $122,705 as of September 30, 2024[93] - The company has a loan of $650,000 secured on January 30, 2024, with a balance of $650,000 as of September 30, 2024, indicating full utilization of the loan[101] - A loan of $900,000 was executed on June 4, 2024, for acquiring assets of three restaurants in Las Vegas, with a balance of $865,151 as of September 30, 2024[103] Stock and Securities - The Company completed its initial public offering (IPO) in September 2022, selling 2,940,000 shares at $4.00 per share, generating gross proceeds of $11.76 million[38] - The Company entered into a Securities Purchase Agreement to sell up to $5,000,000 in Class A common stock, with shares sold at either 85% or 96% of the lowest trading price over the five days prior to closing[150] - The Company issued 34,846 additional shares of Class A common stock due to rounding up fractional shares from the reverse stock split[33] Management and Strategy - The management team is led by CEO James Chae, who founded the Company in 2016 and has extensive experience in financial and operational management[173] - The company has invested in infrastructure and personnel to drive higher profitability at both restaurant and corporate levels[171] - The Company has a disciplined growth strategy focused on new restaurant development and optimizing labor costs as the restaurant base matures[168][171] Tax and Compliance - Total current income tax provision for the nine months ended September 30, 2024, was $33,437, compared to $6,988 for the same period in 2023, representing a significant increase[130] - The company reported cumulative net operating loss carryforwards of approximately $10,052,000 for federal tax purposes as of September 30, 2024[135] - The company is in compliance with non-financial covenants imposed by the line of credit agreement[73]

Company Overview - Yoshiharu Global Co. specializes in authentic Japanese ramen and rolls, and has expanded to 15 locations with 2 more under construction [1][3] - The company aims to introduce a modernized Japanese dining experience globally and has gained recognition as a leading ramen restaurant in Southern California since its debut in 2016 [4] New Location Details - The new restaurant in San Clemente, CA, opens on October 31, 2024, and is located at 638 Camino De Los Mares in Ocean View Plaza, a prime coastal area [2][3] - This location is expected to attract approximately 8,300 visits daily and over 3 million annually, benefiting from high visibility and access to I-5 [2] Expansion Plans - The company plans to open additional locations in Menifee, CA, in December 2024 and Ontario, CA, in January 2025 [3] - Yoshiharu is also expanding its international presence with new partnerships in China and the acquisition of three restaurants in Las Vegas, along with entering the Korean BBQ segment [3]

Core Viewpoint - Yoshiharu Global Co. has entered a non-binding Memorandum of Understanding with Chengdu Octaday Entertainment Group to expand its presence in Sichuan Province, China, aiming to introduce its cuisine in multiple hotel locations [1][4]. Company Overview - Yoshiharu Global Co. specializes in authentic Japanese ramen and rolls, having gained recognition as a leading ramen restaurant in Southern California since its debut in 2016, currently operating 14 restaurants [7]. - Chengdu Octaday Entertainment Group operates in the entertainment and cultural industries, managing large-scale projects such as theme parks and cultural tourism in Chengdu, China [2][6]. Strategic Partnership - The partnership with Chengdu Octaday aims to open locations within the 30 corporate-owned hotels managed by Chengdu Octaday in Sichuan Province, enhancing Yoshiharu's international growth momentum [3][4]. - This announcement follows Yoshiharu's recent partnership to open a flagship restaurant in Shenyang, indicating a strategic focus on expanding in key Chinese cities and provinces [3][4].

Core Viewpoint - Yoshiharu Global Co. has entered into a non-binding Memorandum of Understanding with Xing Sheng Group to establish its first international restaurant location in Shenyang, China, marking a significant step in the company's global expansion strategy [1][4]. Group 1: Partnership and Location - The partnership with Xing Sheng Group allows Yoshiharu to develop a flagship restaurant within a water park currently under construction in Shenyang, which has a population of over 43 million [2]. - Shenyang is identified as a dynamic transportation and commercial hub in northeast China, providing a strategic location for the new restaurant to cater to both local residents and tourists [2]. Group 2: Growth Strategy - This new location in Shenyang is part of Yoshiharu's broader growth strategy following its recent expansion into Las Vegas, aiming to introduce the brand and its culinary offerings to new markets [3]. - The company plans to explore further collaborative opportunities with Xing Sheng Group to support its expansion across other important Chinese cities and provinces [4]. Group 3: Company Background - Yoshiharu Global Co. specializes in authentic Japanese ramen and has gained recognition as a leading ramen restaurant in Southern California since its debut in 2016, currently operating 14 restaurants [5].

Core Viewpoint - Yoshiharu Global Co. reported significant growth in revenue and operational improvements in the second quarter of 2024, driven by the acquisition of three Las Vegas restaurants and effective cost management strategies [2][3][4]. Financial Performance - Second quarter revenues increased by 50.5% to $3.3 million compared to $2.2 million in the prior year period, primarily due to the new Las Vegas restaurants [4]. - For the first six months of 2024, revenues rose by 30.9% to $6.1 million from $4.7 million in the same period last year [7]. - Restaurant-level contribution margin for the second quarter was 12.1%, remaining stable despite challenging market conditions [4]. - Total restaurant operating expenses increased to $3.1 million from $2.0 million in the prior year period, attributed to higher costs in food, labor, rent, and utilities [5]. - The operating loss improved to $0.9 million from a loss of $1.0 million in the prior year [6]. Operational Highlights - The acquisition of three Las Vegas restaurants is expected to boost annual revenues by $6 million [2]. - The company is focused on integrating the Yoshiharu brand into the Las Vegas market, leveraging a strong residential customer base [3]. - Plans are underway to open another restaurant in California, expanding the total to 14 locations [3][11]. Management Commentary - The CEO expressed optimism about achieving profitability soon, despite challenges in the food and beverage markets [3]. - The company is implementing cost-saving measures, including the addition of kiosks and cooking robots to reduce labor costs [3].

Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the fiscal year ended December 31, 2023 ☐ 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) (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission File Number: 001-41494 YOSHIHARU GLOBAL CO. (Mark One) For the transition period from __________ to ___________ (Exact name of Registrant as specified in its charter) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | Delaware | 5812 | 87-3941448 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code N ...

Financial Performance - Total revenue for the six months ended June 30, 2023, was $4,689,043, an increase of 17.9% compared to $3,973,690 for the same period in 2022[18]. - Net loss for the six months ended June 30, 2023, was $2,164,018, compared to a net loss of $840,414 for the same period in 2022, representing an increase in loss of 157.5%[18]. - Revenue for the six months ended June 30, 2023, was $4,689,043, an increase of $715,353 or 18.0% compared to $3,973,690 for the same period in 2022[154]. - Net loss for the six months ended June 30, 2023, was $2,164,018, representing an increase of $1,323,604 or 157.5% compared to a net loss of $840,414 for the same period in 2022[154]. - EBITDA for the six months ended June 30, 2023, was $(1,766,515), compared to $(327,507) for the same period in 2022, while Adjusted EBITDA was $(1,371,079) compared to $(713,407) in 2022[170]. Expenses - Restaurant operating expenses for the six months ended June 30, 2023, totaled $4,324,835, an increase of 6.0% compared to $4,081,541 for the same period in 2022[18]. - General and administrative expenses rose to $2,222,346 for the six months ended June 30, 2023, compared to $1,036,147 for the same period in 2022, an increase of 114.4%[18]. - Labor costs for the six months ended June 30, 2023, were approximately $2,003,481, an increase of $195,240 or 10.8% compared to $1,808,241 for the same period in 2022[158]. - General and administrative expenses increased to approximately $2.2 million for the six months ended June 30, 2023, up 114.5% from $1.0 million in the same period of 2022, representing 47.4% of sales compared to 26.1% in 2022[163]. - Operating lease expense for the six months ended June 30, 2023, was $457,959, compared to $299,554 for the same period in 2022, reflecting a 53% increase[117]. Cash Flow and Liquidity - Cash and cash equivalents decreased to $3,350,437 as of June 30, 2023, down from $6,509,121 as of December 31, 2022, a decline of 48.7%[16]. - Cash used in operating activities for the six months ended June 30, 2023, was $2,548,260, compared to $882,710 for the same period in 2022[22]. - Net cash used in operating activities was $(2,548,260) for the six months ended June 30, 2023, compared to $(882,710) in 2022, primarily due to increased general and administrative expenses[188]. - Net cash used in investing activities was $(1,040,797) for the six months ended June 30, 2023, significantly higher than $(288,829) in 2022, mainly for property and equipment purchases[190]. - Net cash provided by financing activities was $430,373 for the six months ended June 30, 2023, compared to $112,974 in 2022, driven by a $500,000 cash inflow from a line of credit[191]. Assets and Liabilities - Total current liabilities increased to $2,392,242 as of June 30, 2023, compared to $1,987,134 as of December 31, 2022, an increase of 20.4%[16]. - Total stockholders' equity decreased to $3,473,825 as of June 30, 2023, down from $5,637,843 as of December 31, 2022, a decline of 38.4%[16]. - Total property and equipment increased to $5,358,608 as of June 30, 2023, up from $4,334,854 as of December 31, 2022, representing a growth of 23.6%[59]. - The company has a $1,000,000 bank line of credit with an outstanding balance of $800,000 as of June 30, 2023, up from $300,000 as of December 31, 2022[60]. - Total bank notes payables amounted to $1,233,796 as of June 30, 2023, a decrease from $1,286,086 as of December 31, 2022[61]. Growth and Expansion Plans - The company plans to open several new ramen stores in California, including locations in San Clemente, Laguna, Ontario, Menifee, and Cypress[26]. - The Company aims for over 100% annual unit growth rate over the next three to five years, although this growth is subject to various risks[136]. - The Company plans to initiate franchise sales in 2023 to further expand its market presence[138]. - The Company operates 8 restaurant stores as of June 30, 2023, with an additional 5 new stores under construction[132]. Compliance and Regulatory Matters - The company has received a notification from Nasdaq regarding the minimum bid price for its common stock falling below $1.00 for 30 consecutive business days[209]. - The company has until December 13, 2023, to regain compliance with Nasdaq's minimum bid price requirement[209]. - If compliance is not regained, the company may be eligible for an additional 180 days to cure the deficiency, provided it meets other listing requirements[210]. - As of June 30, 2023, the company has identified control deficiencies due to inadequate accounting resources and lack of segregation of duties[201]. - Management believes that despite material weaknesses, the financial statements for the quarter ended June 30, 2023, are fairly stated in accordance with GAAP[203]. Related Party Transactions - Related party transactions included a loan to APIIS Financial Group, with a balance of $231,491 as of June 30, 2023[114]. - Related party compensation to James Chae was approximately $123,000 for the six months ended June 30, 2023, representing 2.6% of sales[164]. Other Financial Information - The company completed its initial public offering (IPO) in September 2022, issuing 2,940,000 shares at a price of $4.00 per share, generating gross proceeds of $11.76 million[32]. - Net proceeds from the IPO were approximately $10.3 million after deducting underwriting discounts and commissions and other offering expenses of about $1.5 million[32]. - The company executed a Paycheck Protection Program Loan of $131,600 on February 16, 2021, with $131,600 in principal and $1,262 in interest forgiven by the SBA on February 1, 2022[81][83]. - The company executed a private placement in December 2021, raising $1,340,000 from the sale of 670,000 shares of class A common stock at $2.00 per share[114]. - The company registered 1,500,000 shares of Class A common stock under its 2022 Omnibus Incentive Plan on July 27, 2023[212].

Financial Performance - Total revenue for the three months ended March 31, 2023, was $2,479,574, representing a 21.8% increase from $2,036,430 in the same period of 2022[18]. - Net loss for the three months ended March 31, 2023, was $1,144,489, compared to a net loss of $393,792 for the same period in 2022, indicating a significant increase in losses[18]. - The company reported a basic and diluted loss per share of $0.10 for the three months ended March 31, 2023, compared to a loss of $0.04 per share in the same period of 2022[18]. - Net restaurant operating income improved to $115,491 for the three months ended March 31, 2023, compared to a loss of $352,774 in the same period of 2022, marking a significant increase of $468,265[155]. - Adjusted EBITDA for the three months ended March 31, 2023, was $(721,236), compared to $(370,966) for the same period in 2022[172]. - The company experienced a net loss of $1,144,489 for the three months ended March 31, 2023, compared to a net loss of $393,792 in the same period of 2022, reflecting a deterioration of 190.6%[155]. Cash Flow and Liquidity - Cash and cash equivalents decreased to $4,214,120 as of March 31, 2023, down from $6,509,121 at the end of 2022, reflecting a decrease of 35.2%[16]. - Cash used in operating activities for the three months ended March 31, 2023, was $1,768,802, compared to $375,460 in the same period of 2022, indicating a significant increase in cash outflow[24]. - Net cash used in operating activities was $1,768,802 for Q1 2023, a significant increase from $375,460 in Q1 2022, primarily due to higher startup costs and administrative expenses[188]. - Net cash used in investing activities rose to $938,984 in Q1 2023 from $188,829 in Q1 2022, mainly for property and equipment purchases[191]. - The company raised approximately $10.3 million in net proceeds from its IPO in September 2022, which is expected to support operational and capital needs for at least the next 12 months[186][187]. Assets and Liabilities - Total current liabilities increased to $2,427,278 as of March 31, 2023, compared to $1,987,134 at the end of 2022, marking a rise of 22.1%[16]. - The company had total liabilities of $10,602,714 as of March 31, 2023, compared to $10,379,846 at the end of 2022, reflecting a slight increase of 2.1%[16]. - The accumulated deficit increased to $7,444,898 as of March 31, 2023, from $6,300,409 at the end of 2022, indicating a worsening financial position[20]. - Total assets decreased to $15,096,068 as of March 31, 2023, down from $16,017,689 at the end of 2022, a decline of 5.7%[16]. - Total contractual obligations as of March 31, 2023, amounted to $10,910,837, with significant capital lease payments due in the coming years[194]. Operating Expenses - Restaurant operating expenses for the three months ended March 31, 2023, totaled $2,364,083, slightly down from $2,389,204 in the same period of 2022[18]. - General and administrative expenses rose to approximately $1,060,453 for the three months ended March 31, 2023, an increase of 186.8% from $369,745 in the same period of 2022[164]. - Labor costs increased to $1,138,067 for the three months ended March 31, 2023, up 4.8% from $1,085,426 in the same period of 2022, while as a percentage of sales, labor costs decreased to 45.9%[159]. - Total operating expenses surged to $1,198,843 for the three months ended March 31, 2023, a 195.7% increase from $405,411 in the same period of 2022[155]. - Delivery and service fees incurred were approximately $147,837 for the three months ended March 31, 2023, an increase of 7.6% from $137,338 in the same period of 2022[161]. Growth and Expansion - The company has a total of 12 ramen stores located in California, with several new locations planned to open in 2022 and 2023[1]. - The company aims for over 100% annual unit growth rate over the next 3 to 5 years, although this is subject to various risks[138]. - The company plans to initiate franchise sales in 2023 to further expand its market presence[139]. - The company is exploring the development of instant ramen noodles for retail distribution and partnerships with grocery retailers[141]. - The company operates 8 restaurant locations with 5 additional stores under construction as of March 31, 2023[133]. Compliance and Regulatory - The company completed its initial public offering (IPO) in September 2022, selling 2,940,000 shares at $4.00 per share, generating gross proceeds of $11.76 million[32]. - Net proceeds from the IPO were approximately $10.3 million after deducting underwriting discounts and commissions and other offering expenses of about $1.5 million[32]. - The registrant has incorporated various exhibits related to its amended and restated certificate of incorporation and bylaws, filed on February 9, 2022[35]. - Certifications pursuant to the Sarbanes-Oxley Act of 2002 were filed, ensuring compliance and accountability by key executives[31.1][31.2][32.1][32.2]. Lease and Financing - The company has a $1,000,000 bank line of credit with an outstanding balance of $800,000 as of March 31, 2023, up from $300,000 as of December 31, 2022[60]. - The company executed a Paycheck Protection Program Loan of $131,600 on February 16, 2021, to mitigate the impact of the COVID-19 pandemic[81]. - The company adopted new lease accounting standards effective January 1, 2019, which require recognition of lease liabilities and right-of-use assets[54]. - The weighted-average remaining lease term for operating leases is 8.7 years, with a weighted-average discount rate of 7%[118]. - Operating lease expense for Q1 2023 was $231,970, a 61.5% increase from $143,561 in Q1 2022[118].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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) (Former name, former address an ...