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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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. (Former name, former address and former fiscal year, if changed since last r ...