SCHEDULE: Vestand Inc. Insider James Chae Sells Shares, Updates Ownership

James Chae, a significant shareholder of Vestand Inc., reported the sale of 183,849 Class A common stock shares between November 12 and December 12, 2025, reducing his beneficial ownership to 17.3%.

Summary

• James Chae, the reporting person, filed Amendment No. 3 to his Schedule 13D regarding his holdings in Vestand Inc.
• The filing updates his beneficial ownership to 2,515,792 shares of Class A common stock, representing approximately 17.3% of the outstanding class.
• This ownership includes 2,115,792 shares of Class A common stock and 400,000 shares of Class B common stock convertible into an equal number of Class A shares.
• Between November 12, 2025, and December 12, 2025, James Chae sold a total of 183,849 shares of Class A common stock at prices ranging from $0.4109 to $0.5800 per share.
• The Issuer, Vestand Inc., changed its corporate name from Yoshiharu Holdings Co. effective August 28, 2025.
• Chae's initial holdings stemmed from contributing Yoshiharu Holdings Co. equity to Vestand Inc. in December 2021, and later acquiring shares and a warrant.

Sentiment

Score: 3

Explanation: The filing indicates significant insider selling by James Chae, a key individual involved in the company's formation and a major shareholder. While the filing itself is a compliance update, the action of selling a substantial number of shares by an insider is typically viewed as a negative signal by the market, suggesting a potential lack of confidence or a need for personal liquidity.

Positives

• The filing provides transparency regarding a significant shareholder's transactions, which is beneficial for market participants.
• The company successfully completed a corporate name change to Vestand Inc., clarifying its corporate identity.

Negatives

• A significant insider, James Chae, sold 183,849 shares of Class A common stock over a one-month period, which could be perceived negatively by the market.
• The sales occurred at varying prices, with some transactions at the lower end of the reported range, potentially indicating a disposition strategy.

Risks

• Insider selling by a significant shareholder could signal a lack of confidence in the company's near-term prospects or a need for liquidity, potentially impacting investor sentiment.
• The reduction in beneficial ownership by a key individual like James Chae could dilute his influence or commitment to the company's strategic direction.

Future Outlook

The reporting person stated no current plans or proposals for further acquisitions or dispositions (beyond what's already described), extraordinary corporate transactions, asset sales, changes to management or the board, material changes to capitalization or dividend policy, changes to business or corporate structure, changes to charter or bylaws, delisting, or termination of registration.

Management Comments

• The reporting person does not have any current plans or proposals which relate to or would result in the acquisition or disposition of additional securities of the Issuer, or other significant corporate actions.

Industry Context

This filing primarily concerns insider ownership changes and does not provide sufficient information to analyze broader industry trends or competitors. The company's historical context suggests operations in the restaurant sector.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• James Chae, the reporting person, acquired a warrant to purchase 1,120,000 shares of Class A common stock by cancelling $700,000 of indebtedness owed to him by the Issuer. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The insider selling could lead to negative sentiment and potentially downward pressure on the stock price. The transparency of the filing provides shareholders with information about a significant holder's actions.
• Management/Board: The filing reflects a change in a significant shareholder's stake, which could influence future interactions or strategic discussions, though no immediate plans for changes are stated.

Next Steps

• The reporting person has stated no current plans for further significant corporate actions or changes to his holdings beyond what is described in the filing.

Key Dates

Recommendation

The significant insider selling by James Chae, a founder and major shareholder, suggests a potential lack of confidence or a need for personal liquidity. Such a move by a key insider is typically interpreted negatively by the market and could lead to downward pressure on the stock price. Investors might view this as a signal to reduce their own exposure.

Keywords

Vestand Inc., James Chae, Schedule 13D, insider selling, beneficial ownership, Class A common stock, stock sales, SEC filing, corporate governance, Yoshiharu Holdings