S-1/A: Yoshiharu Global Co. Files Amendment No. 1 to Form S-1 for Resale of Up to 400,000 Shares

Yoshiharu Global Co. has filed an amendment to its Form S-1 registration statement for the resale of up to 400,000 shares of its Class A common stock by Alumni Capital LP.

Summary

• Yoshiharu Global Co. filed Amendment No. 1 to Form S-1 with the SEC on September 9, 2024, regarding the resale of up to 400,000 shares of Class A Common Stock.
• The shares are to be resold by Alumni Capital LP, consisting of 24,952 commitment shares and 375,048 purchase shares.
• The company will not receive any proceeds from the sale of shares by the selling stockholder.
• The company may receive up to $5 million from the sale of Class A Common Stock to the selling stockholder under a purchase agreement.
• The company intends to use any proceeds from the selling stockholder for working capital, strategic and general corporate purposes.
• The last reported closing price for Yoshiharu's Class A Common Stock on Nasdaq on September 6, 2024, was $4.48 per share.
• The company is an emerging growth company and smaller reporting company as defined under federal securities laws.

Sentiment

Score: 5

Explanation: The document is neutral in tone, primarily outlining the details of a stock resale and potential capital raise. It presents both potential benefits and risks associated with the offering.

Positives

• The company has access to potential funding of up to $5 million through the purchase agreement with Alumni Capital LP.
• The company intends to use any proceeds for working capital, strategic and general corporate purposes.

Negatives

• The company will not receive any proceeds from the resale of shares by the selling stockholder.
• The sale of shares by the selling stockholder could cause the price of the company's Class A Common Stock to decline.

Risks

• The actual number of shares the company will sell under the purchase agreement is uncertain.
• The actual gross proceeds may be less than $5,000,000, impacting future liquidity.
• The issuance of Class A Common Stock to the selling stockholder may cause substantial dilution to existing shareholders.
• The company may require additional financing to sustain operations.
• The company's management has broad discretion over the use of the net proceeds.
• The liquidity of the company's Class A Common Stock may be adversely affected due to the recent reverse stock split.
• If the company is unable to satisfy the applicable continued listing requirements of Nasdaq, its Class A Common Stock could be delisted.

Future Outlook

The company intends to use any proceeds from the selling stockholder that it receives under the purchase agreement for working capital, strategic and general corporate purposes.

Industry Context

The document does not provide specific industry context beyond the company's operations as a Japanese restaurant operator.

Related Party Transactions

• The document details a securities purchase agreement with Alumni Capital LP, which could be considered a related party transaction.

Stakeholder Impact

• Existing shareholders may experience dilution as a result of the issuance of Class A Common Stock to Alumni Capital LP.
• The sale of shares by Alumni Capital LP could cause the price of the company's Class A Common Stock to decline.

Next Steps

• The registration statement must be declared effective by the SEC.
• The company may elect to sell shares of Class A Common Stock to Alumni Capital LP under the purchase agreement.
• Alumni Capital LP may resell the shares of Class A Common Stock from time to time.

Key Dates

Keywords

resale, shares, common stock, Yoshiharu Global Co., Alumni Capital LP, registration statement, purchase agreement, offering