SCHEDULE: James Chae Amends Vestand Inc. Stake to 20.5%

James Chae, CEO of Eastvale K-BBQ, updated his beneficial ownership in Vestand Inc. to approximately 20.5% of Class A common stock, including a warrant for 1.12 million shares and recent share transactions.

Summary

• James Chae beneficially owns 2,973,400 shares of Vestand Inc. Class A common stock, representing approximately 20.5% of the outstanding 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, with Class B shares carrying ten votes each.
• On March 24, 2025, Chae acquired a warrant to purchase 280,000 Class A shares (adjusted to 1,120,000 shares after a 4-for-1 forward stock split on July 30, 2025) at an exercise price of $0.0025 per share.
• The warrant was issued in exchange for the cancellation of $700,000 in indebtedness owed by Vestand Inc. to Chae.
• On September 25, 2025, Chae sold 5,000 Class A common stock shares on Nasdaq at an average price of $1.93 per share.
• Vestand Inc. changed its corporate name from Yoshiharu Holdings Co. to Vestand Inc., effective August 28, 2025.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. The cancellation of $700,000 in debt by converting it into a warrant is a positive for the company's balance sheet. While the reporting person sold a small number of shares, the overall beneficial ownership remains substantial, and the warrant provides a mechanism for future equity conversion, indicating continued commitment. The lack of plans for major corporate changes suggests stability.

Positives

• Cancellation of $700,000 in indebtedness owed by Vestand Inc. to James Chae, strengthening the company's balance sheet by converting debt to equity (via warrant).
• James Chae maintains a significant beneficial ownership stake of 20.5%, indicating continued alignment with the company's performance.
• The warrant provides potential for future equity infusion upon exercise, subject to beneficial ownership limitations.

Negatives

• James Chae sold 5,000 Class A common stock shares on September 25, 2025, at an average price of $1.93 per share, which could be interpreted as a slight reduction in direct equity exposure.

Risks

• The warrant to purchase 1,120,000 shares of Class A common stock is subject to a beneficial ownership limitation, prohibiting exercise if it would result in the holder owning more than 4.99% of the outstanding Class A common stock, potentially limiting immediate full conversion.
• The Reporting Person can increase the Beneficial Ownership Limitation, effective 61 days after notice, which could lead to future dilution for other shareholders if the warrant is fully exercised.

Future Outlook

James Chae currently has no plans or proposals to acquire or dispose of additional securities, engage in extraordinary corporate transactions, sell material assets, change the board or management, alter capitalization or dividend policy, change the corporate structure, amend charter or bylaws to impede control, delist securities, or terminate registration, beyond what is described in the filing regarding his current holdings and the warrant.

Industry Context

This filing primarily details a significant shareholder's ownership stake and related transactions, including debt conversion to equity. It does not provide information to analyze broader industry trends or competitive positioning for Vestand Inc. The company's business, Eastvale K-BBQ, operates in the restaurant sector, but the filing offers no specific insights into its market performance or industry standing.

Legal Proceedings

• James Chae has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• James Chae has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.

Related Party Transactions

• On March 24, 2025, James Chae, a significant shareholder and former founder of the underlying business, acquired a warrant from Vestand Inc. in exchange for the cancellation of $700,000 in indebtedness owed by the Issuer to him.

Stakeholder Impact

• Shareholders: The conversion of debt to a warrant reduces the company's liabilities, which is generally positive. However, the future exercise of the warrant could lead to dilution of existing shareholders' equity. The sale of 5,000 shares by a significant insider might be viewed with caution.
• Creditors: The cancellation of $700,000 in debt improves the company's debt profile and financial stability.

Next Steps

• James Chae may increase the beneficial ownership limitation on his warrant, effective 61 days after providing notice to the Issuer, potentially leading to the exercise of more warrant shares.

Key Dates

Keywords

Vestand Inc., James Chae, Schedule 13D, Beneficial Ownership, Class A Common Stock, Warrant, Debt Conversion, Stock Split, Corporate Governance, Shareholder Stake