DEF 14A: Yoshiharu Global Co. Seeks Stockholder Approval for Change in Control, Share Issuance, and Forward Stock Split

Yoshiharu Global Co. is holding a special meeting of stockholders to vote on proposals including a change in control, share issuance, charter amendments, an increase in authorized shares, and a forward stock split.

Summary

• Yoshiharu Global Co. is convening a special meeting of stockholders on May 5, 2025, to vote on several key proposals.
• Proposal 1A seeks approval for the issuance of securities resulting in a change of control, specifically the issuance of Class B Common Stock to BS1 Fund.
• Proposal 1B requests approval for the issuance of up to 2,720,000 shares of Class A Common Stock, which also results in a change of control.
• Proposal 2 involves amending the company's charter to change the automatic conversion provisions of Class B shares and corporate action requirements, shifting the dependence from Mr. Chae to the BS1 Fund.
• Proposal 3 aims to increase the number of authorized shares from 50,000,000 to 100,000,000.
• Proposal 4 proposes a 4-for-1 forward stock split of both Class A and Class B Common Stock.
• Proposal 5 involves the election of certain members to the board of directors.
• Proposal 6 is a proposal to approve the adjournment of the Special Meeting by the chair of the Special Meeting to a later date, if necessary, under certain circumstances, to solicit additional proxies.
• The record date for determining stockholders eligible to vote is April 16, 2025.
• The board of directors recommends voting 'FOR' all proposals.

Sentiment

Score: 6

Explanation: The document is primarily factual, outlining proposals for stockholder vote. While some proposals aim to improve the company's position, there are also potential dilutive effects and risks associated with non-approval.

Positives

• The proposed forward stock split (Proposal 4) aims to encourage interest in the company's stock and potentially improve liquidity.
• Increasing the number of authorized shares (Proposal 3) provides the company with greater flexibility for future corporate actions, such as acquisitions and financings.
• Amending the charter (Proposal 2) aims to remove dependence on Mr. Chae for certain corporate actions.
• The board of directors believes the proposals are in the best interests of the company and its stockholders.

Negatives

• The issuance of new shares (Proposal 1B) will dilute the ownership percentage of existing stockholders.
• If Proposal 1A and 1B are not approved, the investors shall not be able to exercise their warrants and will be entitled to either (i) require the Company to assist the Investor in filing for an exemption under Rule 144 or other applicable SEC regulations to remove transfer restrictions, or if such exemption is unavailable, demand the Company to repurchase the Shares at the original purchase price or (ii) demand a full refund of the subscription amount.

Risks

• Failure to approve the share issuance proposal could trigger obligations for the company to repurchase shares or refund subscription amounts.
• The issuance of additional shares may depress the market price of the company's Class A Common Stock.
• The availability of additional authorized but unissued shares of our capital stock may enable our Board to render it more difficult, or discourage an attempt to obtain control of, the Company, which may adversely affect the market price of our Class A Common Stock.

Future Outlook

The company aims to broaden its stockholder base, improve trading liquidity, and enhance flexibility for future corporate actions.

Industry Context

The proposals reflect the company's efforts to secure funding and restructure its capital in line with Nasdaq listing requirements.

Stakeholder Impact

• Approval of the proposals will impact shareholders through potential dilution and changes in voting power.
• Employees may be affected by the company's ability to execute future strategic transactions.
• The company's financial stability and future prospects could be influenced by the outcome of the vote.

Next Steps

• Stockholders to vote on the proposals at the Special Meeting on May 5, 2025.
• File Certificate of Amendment to our Charter reflecting the approved amendment with the Secretary of State of the State of Delaware as soon as practicable following the Special Meeting.

Key Dates

Keywords

proxy statement, stockholders meeting, change of control, share issuance, forward stock split, charter amendment, authorized shares, board election, Yoshiharu Global Co.