SCHEDULE: Vestand Insider Sells 249K Shares, Ownership Drops to 18.6%

James Chae, a significant beneficial owner of Vestand Inc., has sold approximately 249,000 shares of Class A common stock, reducing his stake to 18.6%.

Summary

• James Chae, a reporting person for Vestand Inc. (formerly Yoshiharu Holdings Co.), filed an Amendment No. 2 to his Schedule 13D.
• Chae beneficially owns 2,699,371 shares of Vestand Inc.'s Class A common stock, representing approximately 18.6% of the class.
• This ownership includes 2,573,400 Class A shares and 400,000 Class B shares convertible into an equal number of Class A shares.
• Between October 17, 2025, and November 6, 2025, Chae sold a total of 249,029 shares of Class A common stock.
• The sale prices ranged from a high of $1.3000 per share to a low of $0.5056 per share.
• The filing details the historical acquisition of shares, including the formation of Yoshiharu Holdings in September 2021, the contribution of its equity to Vestand Inc. in December 2021, and subsequent share acquisitions.
• A warrant to purchase 1,120,000 shares of Class A common stock at an exercise price of $0.0025 per share was acquired on March 24, 2025, in exchange for the cancellation of $700,000 indebtedness owed by the Issuer to Chae.
• Vestand Inc. changed its corporate name from Yoshiharu Holdings Co., effective August 28, 2025.

Sentiment

Score: 3

Explanation: The significant insider selling by a major beneficial owner, particularly at declining prices, indicates a negative sentiment regarding the company's near-term prospects or valuation. While the historical warrant acquisition involved debt cancellation, the recent selling activity overshadows any past positives.

Positives

• The company successfully converted indebtedness into equity (via warrant issuance to James Chae in March 2025), reducing its liabilities by $700,000.

Negatives

• Significant insider selling by James Chae, totaling 249,029 shares, occurred over a short period from October 17, 2025, to November 6, 2025.
• The sales occurred at declining prices, from $1.3000 down to $0.5056, indicating a potential lack of confidence or need for liquidity from a major shareholder.
• The reduction in beneficial ownership percentage from a significant insider could be perceived negatively by the market.

Risks

• The substantial selling by a key beneficial owner could signal underlying concerns about the company's future performance or valuation.
• Continued insider selling could exert downward pressure on the stock price.

Future Outlook

The filing explicitly states that the Reporting Person does not have any current plans or proposals for further acquisitions/dispositions, extraordinary corporate transactions, asset sales, management/board changes, capitalization/dividend policy changes, business/corporate structure changes, charter/bylaw changes, delisting, or termination of registration, except as otherwise described in Item 3, Item 4, or Item 6. This implies no new strategic plans beyond the historical transactions and the recent sales.

Industry Context

This filing primarily concerns insider ownership changes and does not provide broader industry context or trends. It focuses on the specific actions of a significant shareholder of Vestand Inc., a company that appears to have originated from a restaurant business (Yoshiharu Holdings).

Related Party Transactions

• The acquisition of a warrant by James Chae (the Reporting Person) from the Issuer in exchange for the cancellation of $700,000 indebtedness owed by the Issuer to Chae is a related party transaction.

Stakeholder Impact

• Shareholders: The significant insider selling could lead to negative market perception and potentially depress the stock price. Existing shareholders might view this as a lack of confidence from a major owner.
• Creditors: The cancellation of $700,000 indebtedness in exchange for a warrant (in March 2025) would have reduced the Issuer's liabilities, which is generally positive for creditors.

Key Dates

Recommendation

The substantial and consistent selling of shares by a significant beneficial owner, James Chae, over a period of declining prices, is a strong negative signal. This insider activity suggests a lack of confidence in the company's current valuation or future prospects from a highly informed party. While the historical debt-for-warrant exchange was a positive for the company's balance sheet, the recent disposition of shares by Chae indicates a bearish outlook. Investors should consider this significant insider selling as a red flag.

Keywords

Vestand Inc., James Chae, Schedule 13D/A, insider selling, beneficial ownership, Class A common stock, stock sales, Yoshiharu Holdings, equity stake