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1、2025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm1/151 As filed with the U.S.Securities and Exchange Commission on May 16,2025 Registration No.333-286877 UNITED STATESSECURITIES AND EXCHANG

2、E COMMISSIONWashington,D.C.20549 FORM S-1Amendment No.1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Yoshiharu Global Co.(Exact name of registrant as specified in its charter)Delaware 5812 87-3941448(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialCla

3、ssification Code Number)(I.R.S.EmployerIdentification Number)596 Apollo St.Brea,CA 90821(714)694-2403(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)James ChaeChief Executive Officer596 Apollo St.Brea,CA 90821(714)694-2403(Name,address,

4、including zip code,and telephone number,including area code,of agent for service)Please send copies of all communications to:Alexandria Kane,Esq.Loeb&Loeb LLP345 Park AvenueNew York,New York 10154(212)407-4000 Approximate date of commencement of proposed sale to the public:As soon as practicable aft

5、er the effective date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box:If this Form is filed to register additional securities for an of

6、fering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securi

7、ties Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securit

8、ies Act registration statement number of the earlier effective registration statement for the same offering.2025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm2/151Indicate by check mark whet

9、her the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange

10、 Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accountin

11、g standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the registrant shall file a further amendment which specifically states that this registration

12、statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until this registration statementshall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),maydetermine.2025/5/20 10:55sec.gov/Archives/

13、edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm3/151 The information in this prospectus is not complete and may be changed.These securities may not be sold until theregistration statement filed with the Securities and E

14、xchange Commission is effective.This prospectus is not an offer to sellthese securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED May 16,2025 YOSHIHARU GLOBAL CO.3,135,600 Shares

15、of Common Stock We are registering for resale by certain selling securityholders named herein(the“Selling Securityholders”)up to:(i)560,000 shares of our Class A common stock,$0.0001 par value per share(the“Class A Common Stock”)issuedpursuant to subscription agreements,dated March 24,2025 with(i)Ja

16、mes Chae and(ii)Golden Bridge pursuant to which suchSelling Securityholders agreed to cancel indebtedness in an aggregate amount of 1,400,000 in exchange for the issuance of anaggregate of 560,000 warrants;(ii)480,000 shares of Class A Common Stock issuable upon the exercise of warrants to purchase

17、shares of the Class ACommon Stock at an exercise price per share of$0.01 pursuant to the subscription agreements dated March 17,2025 with(i)Global AI Focus 1 Fund,(ii)Haru 1st Fund,(iii)Econovation Fund(iv)and Sky Line Fund(which warrants were purchased for$2.50 per warrant);(iii)285,600 shares of C

18、lass A Common Stock issued at price per share of$2.50 pursuant to the private placementsubscription agreements dated March 12,2025 with(i)Green Light Fund,(ii)Blue Ocean Fund,and(iii)Good Mood Studio.(iv)660,000 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares

19、 of the Class ACommon Stock at an exercise price per share of$0.01,which warrants were purchased for$2.50 per warrant pursuant to thesubscription agreements dated March 25,2025 with(i)Evergreen Fund,(ii)Good Mood Studio,(iii)Harang Co.,(iv)HorizonFund,(v)Long Beach Fund and(vi)Vertex Fund.(v)320,000

20、 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of the Class ACommon Stock at an exercise price per share of$0.01,which warrants were purchased for$2.50 per warrant pursuant to thesubscription agreements dated April 2,2025 with(i)Atlas Fund and(ii)Keystone F

21、und.(vi)80,000 shares of Class A Common Stock issuable upon the exercise of warrants to purchase shares of the Class ACommon Stock at an exercise price per share of$0.01,which warrants were purchased for$2.50 per warrant pursuant to thesubscription agreements dated April 2,2025 with Harang Co.(vii)4

22、00,000 shares of Class A Common Stock issuable pursuant to 400,000 warrants at$0.01per share,issued inconnection with subscription agreements,dated April 9,2025 with(i)Daeboreum Co.Ltd.and(ii)CSTCompany German GmbHFund pursuant to which such Selling Securityholders agreed to cancel indebtedness in a

23、n aggregate amount of$1,000,000;(viii)350,000 shares of Class A Common Stock owned by James Chae.The Selling Securityholders may offer,sell or distribute all or a portion of the securities hereby registered publicly or throughprivate transactions at prevailing market prices or at negotiated prices.W

24、e will not receive any of the proceeds from such sales ofthe shares of their Common Stock.On May 13,2025,the last reported sales price of our Common Stock was$13.79.We may notreceive any cash proceeds in relation to such outstanding warrants.We will bear all costs,expenses and fees in connection wit

25、h theregistration of these securities,including with regard to compliance with state securities or“blue sky”laws.The SellingSecurityholders will bear all commissions and discounts,if any,attributable to their sale of shares of Common Stock.See“Plan ofDistribution.”Our Class A Common Stock is listed

26、on The Nasdaq Capital Market under the symbol“YOSH”.On May 13,2025,thelast reported sales price of our sales price of our Class A Common Stock was$13.79.The shares of Class A Common Stock being registered for resale in this prospectus will constitute a considerablepercentage of our“public float”(def

27、ined as the number of our outstanding shares of Common Stock held by non-affiliates).Inaddition,a portion of the shares of Common Stock being registered for resale hereunder were purchased by the SellingSecurityholders at prices below the current market price of our Common Stock.Investing in our sec

28、urities involves a high degree of risk.You should review carefully the risks and uncertainties describedunder the heading“Risk Factors”beginning on page 7 of this prospectus,and under similar headings in any amendment orsupplements to this prospectus.2025/5/20 10:55sec.gov/Archives/edgar/data/189860

29、4/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm4/151 Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prosp

30、ectus.Any representation to the contrary is a criminaloffense.The date of this prospectus is May 16,2025.2025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm5/151 TABLE OF CONTENTS FREQUENTLY

31、USED TERMS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3THE OFFERING6RISK FACTORS7USE OF PROCEEDS26MARKET INFORMATION OF OUR SECURITIES27DIRECTORS AND EXECUTIVE OFFICERS50EXECUTIVE COMPENSATION55BENEFICIAL OWNERSHIP OF SECURITIES61DESCRIPTION OF OUR SECURITIES63MATERIAL U.

32、S.FEDERAL INCOME TAX66SELLING SECURITYHOLDERS70PLAN OF DISTRIBUTION72EXPERTS73LEGAL MATTERS73WHERE YOU CAN FIND MORE INFORMATION73 No one has been authorized to provide you with information that is different from that contained in this prospectus.Thisprospectus is dated as of the date set forth on t

33、he cover hereof.You should not assume that the information contained in thisprospectus is accurate as of any date other than that date.For investors outside the United States:We have not done anything that would permit this offering or possession ordistribution of this prospectus in any jurisdiction

34、 where action for that purpose is required,other than in the United States.You arerequired to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.i2025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmh

35、ttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm6/151 FREQUENTLY USED TERMS Unless otherwise indicated or the context otherwise requires,references in this prospectus to the“Company,”“we,”“our,”“us or similar terms refer to Yoshiharu Global Co.,a Delaware corporation.In

36、addition,in this prospectus:“Board”refers to the board of directors of the Company.“Code”refers to the Internal Revenue Code of 1986,as amended.“Common Stock”refers to our common stock,par value$0.0001.“Exchange Act”refers to the Securities Exchange Act of 1934,as amended.“Securities Act”refers to t

37、he Securities Act of 1933,as amended.“US Dollars,”“$”and“USD$”refer to the legal currency of the United States.“U.S.GAAP”refers to accounting principles generally accepted in the United States.12025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archi

38、ves/edgar/data/1898604/000164117225011307/forms-1a.htm7/151 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this prospectus may constitute“forward-looking statements”for purposes of the federal securitieslaws.Forward-looking statements include,but are not limited to,statem

39、ents regarding the Company or its management teamsexpectations,hopes,beliefs,intentions or strategies regarding the future.In addition,any statements that refer to projections,forecasts or other characterizations of future events or circumstances,including any underlying assumptions,are forward-look

40、ingstatements.The words“anticipate,”“appear,”“approximate,”“believe,”“continue,”“could,”“estimate,”“expect,”“foresee,”“intends,”“may,”“might,”“plan,”“possible,”“potential,”“predict,”“project,”“seek,”“should,”“would”and similar expressions(or the negative version of such words or expressions)may iden

41、tify forward-looking statements,but the absence of these wordsdoes not mean that a statement is not forward-looking.The forward-looking statements are based on the current expectations of the management of the Company,as applicable,and are inherently subject to uncertainties and changes in circumsta

42、nces and their potential effects and speak only as of the date ofsuch statement.There can be no assurance that future developments will be those that have been anticipated.These forward-looking statements involve a number of risks,uncertainties or other assumptions that may cause actual results or p

43、erformance to bematerially different from those expressed or implied by these forward-looking statements.These risks and uncertainties include,butare not limited to,those factors described in“Risk Factors,”those discussed and identified in public filings made with the SEC bythe Company and the follo

44、wing:changes in the competitive industries and markets in which the Company operates or plans to operate;changes in applicable laws or regulations affecting the Companys business;the Companys ability to implement business plans,forecasts,and other expectations,and identify and realize additionaloppo

45、rtunities;risks related to the Companys potential inability to achieve or maintain profitability and generate significant revenue;current and future conditions in the global economy,including as a result of economic uncertainty,and its impact on theCompany,its business and the markets in which it op

46、erates;the Companys potential inability to manage growth effectively;the Companys ability to recruit,train and retain qualified personnel;estimates for the prospects and financial performance of the Companys business may prove to be incorrect or materiallydifferent from actual results;risks related

47、to the Companys marketing and growth strategies;the effects of competition on the Companys business;expectations with respect to future operating and financial performance and growth,including when the Company willgenerate positive cash flow from operations;and the Companys ability to raise funding

48、on reasonable terms as necessary to develop its products in the timeframecontemplated by its business plan.In addition,there may be events that the Companys management is not able to predict accurately or over which theCompany has no control.Should one or more of these risks or uncertainties materia

49、lize or should any of the assumptions made bythe management of the Company proves incorrect,actual results may vary in material respects from those projected in theseforward-looking statements.Except to the extent required by applicable law or regulation,the Company undertakes no obligation to updat

50、e theseforward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence ofunanticipated events.22025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011

51、307/forms-1a.htm8/151 PROSPECTUS SUMMARY This summary highlights selected information from this prospectus and does not contain all of the information that isimportant to you in making an investment decision.This summary is qualified in its entirety by the more detailed informationincluded in this p

52、rospectus.Before making your investment decision with respect to our securities,you should carefully readthis entire prospectus,including the information under“Risk Factors,”“Managements Discussion and Analysis of FinancialCondition and Results of Operations,”and the financial statements included el

53、sewhere in this prospectus.Unless otherwise indicated or the context otherwise requires,references in this prospectus to the“Company,”“we,”“our,”“us”and other similar terms refer to Yoshiharu Global Co.The Company We are a fast-growing Japanese restaurant operator and were borne out of the idea of i

54、ntroducing the modernizedJapanese dining experience to customers all over the world.Specializing in Japanese ramen,we gained recognition as a leadingramen restaurant in Southern California within six months of our 2016 debut and have continued to expand our top-notchrestaurant service across Souther

55、n California,currently operating ten restaurants with an additional two new restaurant storesunder construction/development.Further,we acquired three existing restaurants in Las Vegas in early second quarter 2024.We take pride in our warm,hearty,smooth,and rich bone broth,which is slowly boiled for

56、over twelve hours.Customers can taste and experience supreme quality and deep flavors.Combining the broth with the fresh,savory,and highest-quality ingredients,we serve the perfect,ideal ramen,as well as offer customers a wide variety of sushi rolls,bento menu andother favorite Japanese cuisine.Our

57、acclaimed signature Tonkotsu Black Ramen has become a customer favorite with its slowcooked pork bone broth and freshly made,tender chashu(braised pork belly).Our mission is to bring our Japanese ramen and cuisine to the mainstream,by providing a meal that customers findcomforting.Since the inceptio

58、n of the business,we have been making our own ramen broth and other key ingredients such aspork chashu and flavored eggs from scratch,whereby upholding the quality and taste of our foods,including the signaturetexture and deep,rich flavor of our handcrafted broth.Moreover,we believe that slowly cook

59、ing the bone broth makes it highin collagen and rich in nutrients.We also strive to present food that is not only healthy,but also affordable.We feed,entertainand delight our customers,with our active kitchens and bustling dining rooms providing happy hours,student and seniordiscounts,and special ho

60、liday events.As a result of our vision,customers can comfortably enjoy our food in a friendly andwelcoming atmosphere.In September 2022,we consummated our initial public offering(the“IPO”)of 2,940,000 shares of our Class Acommon stock,par value$0.0001 per share(“Class A Common Stock”)at a public off

61、ering price of$4.00 per share,generatinggross proceeds of$11,760,000.Net proceeds from the IPO were approximately$10.3 million after deducting underwritingdiscounts and commissions and other offering expenses of approximately$1.5 million.We granted the underwriters a 45-day option to purchase up to

62、441,000 additional shares(equal to 15%of the sharesof Class A Common Stock sold in the IPO)to cover over-allotments,if any,which the underwriters did not exercise.Inaddition,we issued to the representative of the underwriters warrants to purchase a number of shares of Class A Common Stockequal to 5.

63、0%of the aggregate number of shares of Class A Common Stock sold in the IPO(including shares of Class ACommon Stock sold upon exercise of the over-allotment option).The representatives warrants are exercisable at any time andfrom time to time,in whole or in part,during the four-and-year period comme

64、ncing six months from the date ofcommencement of the sales of the shares of Class A Common Stock in connection with the IPO,at an initial exercise price pershare of$5.00(equal to 125%of the initial public offering price per share of Class A Common Stock).No representativeswarrants have been exercise

65、d.On September 9,2022,our Class A Common Stock began trading on the Nasdaq Capital Market under the symbol“YOSH.”32025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm9/151 On November 22,2023,

66、we filed a Certificate of Amendment(the“Certificate of Amendment”)to our Amended andRestated Certificate of Incorporation to effect a reverse stock split of our Class A Common Stock and Class B common stock,par value$0.0001 per share(“Class B Common Stock”and,together with Class A common Stock,“Comm

67、on Stock”),in theratio of 1-for-10(the“Reverse Stock Split”)effective at 11:59 p.m.eastern on November 27,2023.The Class A CommonStock began trading on a split-adjusted basis at the market open on Tuesday,November 28,2023.No fractional shares were issued as a result of the Reverse Stock Split.Instea

68、d,any fractional shares that would haveresulted from the Reverse Stock Split were rounded up to the next whole number.As a result,a total of 34,846 shares of ClassA Common Stock were issued and total of 1,230,246 shares of Class A Common Stock were outstanding as of December 31,2023.The Reverse Stoc

69、k Split affects all stockholders uniformly and did not alter any stockholders percentage interest in ouroutstanding Common Stock,except for adjustments that may result from the treatment of fractional shares.The number ofauthorized shares of Common Stock and number of authorized,issued,and outstandi

70、ng shares of the preferred stock were notchanged.Private Placements On March 12,2025,we entered into a private placement securities subscription agreements with Good Mood Studio,Inc.,Blue Ocean Fund,and Green Light pursuant to which we sold$7140,000 worth of the Companys shares of Class Acommon stoc

71、k,par value$0.0001 per share(“Class A Common Stock”),at a price per share of$2.50 per share,or 285,600shares of Class A Common Stock.On March 17,2025,Yoshiharu Global Co.,a Delaware corporation(the“Company”)entered into securities subscriptionagreements(the“March 17 Subscription Agreements”)with Glo

72、bal AI Focus 1 Fund,Haru 1st Fund,Econovation Fund andSky Line Fund,pursuant to which the investors purchased an aggregate of 480,000 warrants for a purchase price of$1,200,000.On March 24,2025,the Company entered into subscription agreements with(i)James Chae,and(ii)Golden Bridge(each,the“March 24

73、Subscription Agreements”and together with the March 17 Subscription Agreements,the“AdditionalSubscription Agreements”)pursuant to which James Chae and Golden Bridge agreed to cancel indebtedness in an aggregateamount of$1,400,000 in exchange for the issuance of an aggregate of 560,000 warrants.On Ma

74、rch 25,2025,the Company entered into subscription agreements with certain investors pursuant to which theinvestors agreed to pay$1,650,000 in aggregate to purchase an aggregate of 660,000 warrants(“March 25 SubscriptionAgreements”).On April 2,2025,the Company entered into subscription agreements wit

75、h certain investors pursuant to which theinvestors agreed to pay$1,000,000 in aggregate to purchase an aggregate of 400,000 warrants(“April 2 SubscriptionAgreements”).42025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000

76、164117225011307/forms-1a.htm10/151 On April 9,the Company entered into subscription agreements with certain investors pursuant to which the investorsagreed to cancel indebtedness in an aggregate amount of$1,000,000 in exchange for the issuance of an aggregate of 400,000warrants(“April 9 Subscription

77、 Agreements”and together with the Additional Subscription Agreements,March 25Subscription Agreements and April 2 Subscription Agreements,the“Subscription Agreements”).The Subscription Agreements contain customary representations,warranties,and indemnification provisions and wereentered into in relia

78、nce on self-certification as an accredited investor pursuant to Regulation D promulgated under theSecurities Act of 1933,as amended(the“Securities Act”).Each warrant is exercisable for one share of the Companys Class A common stock,par value$0.0001 per share(“ClassA Common Stock”),at an exercise pri

79、ce of$0.01(the“Shares”)pursuant to the terms of(i)warrant agreements dated as ofMarch 17,2025,(ii)warrant agreements dated as of March 24,2025,(iii)warrant agreements dated as of March 25,(iv)warrant agreements dated as of April 2,2025,and(v)warrant agreements dated as of April 9,2025(the“WarrantAgr

80、eements”).Pursuant to the terms of the Warrant Agreement,in the event that the Company has not obtained stockholder approval,the Company may not issue upon exercise of the Warrants a number of shares of Common Stock,which,when aggregated withany shares of Common Stock issued pursuant to the subscrip

81、tion agreements executed contemporaneously between theCompany and other investors or holders of Warrants(whether for Common Stock or Warrants)would equal twenty(20%)percent or more of the Common Stock or twenty(20%)percent or more of the voting power of the Company outstandingbefore the issuance(the

82、“Requisite Stockholder Approval”).Risk Factors Investing in our securities involves risks.You should carefully consider the risks described in“Risk Factors”beforemaking a decision to invest in our securities.If any of these risks actually occurs,our business,financial condition and resultsof operati

83、ons would likely be materially adversely affected.In such case,the trading price of our securities would likelydecline,and you may lose all or part of your investment.52025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000

84、164117225011307/forms-1a.htm11/151 THE OFFERING Issuer Yoshiharu Global Co.Shares of Common Stock offered by theSelling Securityholders We are registering for resale by the Selling Securityholders up to 2,500,000shares of Common Stock issuable upon the exercise of Convertible Securitiesheld by certa

85、in of the Selling Securityholders,including 350,000 shares ofCommon Stock owned by James Chae(that are not registered),and 285,600share of Common Stock issued with private placement on March 12,2025.Terms of the offering The Selling Securityholders will determine when and how they will dispose ofthe

86、 shares of Common Stock registered under this prospectus for resale.See“Plan of Distribution.”Shares outstanding prior to this offering 1,762,245 Shares outstanding after this offering 4,262,245(assuming the conversion of the Convertible Securities into 2,500,000of Common Stock).Use of proceeds We w

87、ill not receive any of the proceeds from the sale of shares of Common Stockby the Selling Securityholders except with respect to amounts received by us dueto the cash exercise of the Convertible Securities.On May 13,2025,the lastreported sales price of our Common Stock was$13.79.Cash proceeds associ

88、atedwith the exercises of the Convertible Securities are dependent on our stock priceand given the recent price volatility of our Common Stock and relative lack ofliquidity in our stock,we may not receive any cash proceeds in relation to suchoutstanding warrants.We expect to use the proceeds receive

89、d from the exerciseof such warrants,if any,for working capital and general corporate purposes.See“Use of Proceeds.”Risk factors You should carefully read the“Risk Factors”beginning on page 7 and the otherinformation included in this prospectus for a discussion of factors you shouldconsider carefully

90、 before deciding to invest in our Common Stock or Warrants.Nasdaq ticker symbols Our Ordinary Shares are listed on The Nasdaq Capital Market under the symbol“YOSH”.62025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164

91、117225011307/forms-1a.htm12/151 RISK FACTORS An investment in our securities involves a high degree of risk.You should carefully consider the risks described belowbefore making an investment decision.Our business,prospects,financial condition,or operating results could be harmed by any ofthese risks

92、,as well as other risks not known to us or that we consider immaterial as of the date of this prospectus.The trading priceof our securities could decline due to any of these risks,and,as a result,you may lose all or part of your investment.The followingdiscussion should be read in conjunction with A

93、irship AIs financial statements and notes thereto included herein.You shouldcarefully consider the following risk factors in addition to the other information included in this prospectus,including mattersaddressed in the section titled“Cautionary Statement Regarding Forward-Looking Statements.”Risks

94、 Related to This Offering Investors who buy shares in this offering at different times will likely pay different prices.Investors who purchase shares of Class A Common Stock in this offering at different times will likely pay different prices,and somay experience different levels of dilution and dif

95、ferent outcomes in their investment results.Investors may experience a decline inthe value of the shares they purchase from the Selling Stockholders in this offering as a result of sales made by us in futuretransactions to the Selling Stockholders at prices lower than the prices they paid.The issuan

96、ce of Class A Common Stock to the Selling Stockholders may cause substantial dilution to our existing shareholders andthe sale of such shares acquired by the Selling Stockholders could cause the price of our Class A Common Stock to decline.We are registering for resale by the Selling Stockholders up

97、 to 3,135,600 shares of Class A Common Stock.Depending on a varietyof factors,including market liquidity of our Class A Common Stock,the issuance of shares to the Selling Stockholders may causethe trading price of our Class A Common Stock to decline.The sale of a substantial number of shares of our

98、Class A Common Stock by the Selling Stockholders in this offering,oranticipation of such sales,could cause the trading price of our Class A Common Stock to decline or make it more difficult for us tosell equity or equity-related securities in the future at a time and at a price that we might otherwi

99、se desire.Future sales and issuances of our Class A Common Stock or other securities might result in significant dilution and couldcause the price of our Class A Common Stock to decline.To raise capital,we may sell Class A Common Stock,convertible securities or other equity securities in one or more

100、 transactions,atprices and in a manner we determine from time to time.We may sell shares or other securities in another offering at a price pershare that is less than the price per share paid by investors in this offering,and investors purchasing shares or other securities in thefuture could have ri

101、ghts superior to existing stockholders.The price per share at which we sell additional shares of our Class ACommon Stock,or securities convertible or exchangeable into Class A Common Stock,in future transactions may be higher orlower than the price per share paid by investors in this offering.We can

102、not predict what effect,if any,sales of shares of our Class A Common Stock in the public market or the availability ofshares for sale will have on the market price of our Class A Common Stock.However,future sales of substantial amounts of ourClass A Common Stock in the public market,including shares

103、 issued upon exercise of outstanding options,warrants andconvertible preferred shares,or the perception that such sales may occur,could adversely affect the market price of our Class ACommon Stock.Stockholders may experience dilution as a result of this offering and in the future.The Warrants may be

104、 exercised at a price of$0.01 per share of Class A Common Stock.Upon the exercise of the Warrants,theCompany is obligated to issue shares of common stock that may cause significant dilution to its stockholders.The issuance ofshares of common stock upon the exercise of the Warrants would dilute the p

105、ercentage ownership interest of holders of ourcommon stock,dilute the book value per share of our common stock and increase the number of our publicly traded shares,whichcould depress the market price of our common stock.In order to raise additional capital,we may in the future offer additional shar

106、es of our common stock or other securities convertibleinto or exchangeable for our common stock.Investors purchasing our shares or other securities in the future could have rightssuperior to existing common stockholders,and the price per share at which we sell additional shares of our common stock o

107、r othersecurities convertible into or exchangeable for our common stock in future transactions may be higher or lower than the price pershare in this offering.72025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/00016411722

108、5011307/forms-1a.htm13/151 Our management will have broad discretion over the use of the net proceeds from our sale of shares of Class A Common Stockto the Selling Stockholder,and you may not agree with how we use the proceeds and the proceeds may not be investedsuccessfully.Our management will have

109、 broad discretion with respect to the use of proceeds from the sale of any shares of our Class A CommonStock to the Selling Stockholder,including for any of the purposes described in the section of this prospectus entitled“Use ofProceeds.”You will be relying on the judgment of our management regardi

110、ng the application of the proceeds from the sale of anyshares of our Class A Common Stock to the Selling Stockholder.The results and effectiveness of the use of proceeds are uncertain,and we could spend the proceeds in ways that you do not agree with or that do not improve our results of operations

111、or enhance thevalue of our Class A Common Stock.Our failure to apply these funds effectively could harm our business,delay the developmentof our pipeline product candidates and cause the price of our Class A Common Stock to decline.Risks Related to Our Business We have incurred operating losses and

112、may not be profitable in the future.Our plans to maintain and increase liquidity may notbe successful.We incurred a net loss of$2.7 million and$3.0 million for the years ended December 31,2024 and 2023,respectively.We mustraise capital through the sale of equity in order to continue to sustain our o

113、perations.On January 5,2024,we entered into a securities purchase agreement(the“Securities Purchase Agreement”)with Alumni CapitalLP,a Delaware limited partnership(“Alumni”)whereby we sold to Alumni 45,000 shares of Class A Common Stock in exchangefor$118 thousand on November 20,2024.This Purchase A

114、greement terminated on December 31,2024.On January 6,2025,the Company issued and sold to Crom Structured Opportunities Fund I,LP,a Delaware limited partnership(“Crom”)a 10%OID promissory note in the aggregate principal amount of$1,100,000(the“Note”)for a purchase price of$1,000,000.The Company repai

115、d such Note on March 7,2025 with the proceeds from a loan made to the Company on or aboutMarch 6,2025.Also on January 6,2025,we entered into an equity purchase agreement(the“Purchase Agreement”)with Crom(the“Investor”)pursuant to which the Company shall have the right,but not the obligation,to sell

116、to the Investor up to$10,000,000(the“ELOC Shares”)of the Companys Class A common stock,$0.0001 par value per share(“Class A CommonStock”).However,we have not yet been able to access capital under this agreement since we must first register shares issuableunder the Purchase Agreement,which we may onl

117、y do after the filing of this Annual Report on Form 10-K.On March 12,2025,we entered into private placements with three investors for the sale of Class A common stock at a price of$2.50 per share for gross proceeds of$714,000.However,we are obligated to register those shares and if we fail to do so

118、inaccordance with those agreements,we may be forced to repurchase those shares at the price we had sold them for.On March 17,2025 we sold penny warrants at a price of$2.50 per share for gross proceeds of$1,200,000.We are obligated to register the sharesunderlying such warrants and if we fail to do s

119、o in accordance with those agreements,we may be forced to repurchase thosewarrants for the price we sold them for.Furthermore,on August 21,2024,we received a notification letter(the“Letter”)from the Nasdaq Listing Qualifications Staff ofThe Nasdaq Stock Market LLC(“Nasdaq”)notifying the Company that

120、 its amount of stockholders equity has fallen below the$2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1).While we subsequently regainedcompliance with the continued listing standards,in the event of any future non-compliance,we may be delisted,which will m

121、ake itmore difficult for us to raise capital in order to sustain our operations.Notwithstanding our current belief that our expected cash flow from operations,and the proceeds from the Purchase Agreementand from the private placements set forth above(including our belief that we will satisfy our reg

122、istration requirements so that weare not forced to redeem the equity previously sold to such private placement investors)will be adequate to fund operating leaseobligations,capital expenditures and working capital obligations for at least the next 12 months and thereafter,there are noassurances that

123、 we will be able to do so.If we fail to generate adequate capital,we may be forced to curb our operations or cease tocontinue our operations altogether.82025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307

124、/forms-1a.htm14/151 Our long-term success is highly dependent on our ability to successfully identify and secure appropriate sites and timely developand expand our operations in existing and new markets.One of the key means of achieving our growth strategies will be through opening and operating new

125、 restaurants on a profitablebasis for the foreseeable future.We opened two new restaurants in 2023 and in 2024,respectively,we currently have two newlocations under construction/development.We identify target markets where we can enter or expand,taking into account numerousfactors such as the locati

126、ons of our current restaurants,demographics,traffic patterns and information gathered from varioussources.We may not be able to open our planned new restaurants within budget or on a timely basis,if at all,given the uncertaintyof these factors,which could adversely affect our business,financial cond

127、ition and results of operations.As we operate morerestaurants,our rate of expansion relative to the size of our restaurant base will eventually decline.The number and timing of new restaurants opened during any given period may be negatively impacted by a number of factorsincluding,without limitatio

128、n:identification and availability of locations with the appropriate size,traffic patterns,local retail and business attractionsand infrastructure that will drive high levels of guest traffic and sales per unit;competition in existing and new markets,including competition for restaurant sites;the abi

129、lity to negotiate suitable lease terms;the lack of development and overall decrease in commercial real estate due to a macroeconomic downturn;recruitment and training of qualified personnel in the local market;our ability to obtain all required governmental permits,including zonal approvals,on a tim

130、ely basis;our ability to control construction and development costs of new restaurants;landlord delays;the proximity of potential sites to an existing restaurant,and the impact of cannibalization on future growth;anticipated commercial,residential and infrastructure development near our new restaura

131、nts;and the cost and availability of capital to fund construction costs and pre-opening costs.Accordingly,we cannot assure you that we will be able to successfully expand as we may not correctly analyze the suitability of alocation or anticipate all of the challenges imposed by expanding our operati

132、ons.Our growth strategy,and the substantialinvestment associated with the development of each new restaurant,may cause our operating results to fluctuate and beunpredictable or adversely affect our business,financial condition or results of operations.If we are unable to expand in existingmarkets or

133、 penetrate new markets,our ability to increase our sales and profitability may be materially harmed or we may facelosses.Our restaurant base is geographically concentrated in California,and we could be negatively affected by conditions specific toCalifornia.Adverse changes in demographic,unemploymen

134、t,economic,regulatory or weather conditions in California have had,and maycontinue to have,material adverse effects on our business,financial condition or results of operations.As a result of ourconcentration in California,we have been,and in the future may be,disproportionately affected by adverse

135、conditions in thisspecific market compared to other chain restaurants with a national footprint.92025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm15/151 Our expansion into new markets may p

136、resent increased risks due in part to our unfamiliarity with the areas and may make ourfuture results unpredictable.We opened two new restaurants in 2023 and in 2024,respectively,and completed the acquisition of three existing restaurants inApril 2024.We plan to continue to increase the number of ou

137、r restaurants in the next several years as part of our expansion strategyand expect to open an additional two to four new restaurants in 2025.We may in the future open restaurants in markets where wehave little or no operating experience.This growth strategy and the substantial investment associated

138、 with the development of eachnew restaurant may cause our operating results to fluctuate and be unpredictable or adversely affect our business,financialcondition or results of operations.Restaurants we open in new markets may take longer to reach expected sales and profit levels ona consistent basis

139、 and may have higher construction,occupancy or operating costs than restaurants we open in existing markets,thereby affecting our overall profitability.New markets may have competitive conditions,consumer tastes and discretionaryspending patterns that are more difficult to predict or satisfy than ou

140、r existing markets and there may be little or no marketawareness of our brand in these new markets.We may need to make greater investments than we originally planned in advertisingand promotional activity in new markets to build brand awareness.We also may find it more difficult in new markets to hi

141、re,motivate and keep qualified employees who share our vision,passion and business culture.If we do not successfully execute ourplans to enter new markets,our business,financial condition or results of operations could be materially adversely affected.New restaurants,once opened,may not be profitabl

142、e,and the increases in average restaurant sales and comparable restaurantsales that we have experienced in the past may not be indicative of future results.New restaurants may not be profitable and their sales performance may not follow historical patterns.In addition,our averagerestaurant sales and

143、 comparable restaurant sales may not increase at the rates achieved over the past several years.Our ability tooperate new restaurants profitably and increase average restaurant sales and comparable restaurant sales will depend on manyfactors,some of which are beyond our control,including:consumer aw

144、areness and understanding of our brand;general economic conditions,which can affect restaurant traffic,local labor costs and prices we pay for the foodproducts and other supplies we use;changes in consumer preferences and discretionary spending;competition,either from our competitors in the restaura

145、nt industry or our own restaurants;temporary and permanent site characteristics of new restaurants;and changes in government regulation.If our new restaurants do not perform as planned,our business and future prospects could be harmed.In addition,if we are unableto achieve our expected average resta

146、urant sales,our business,financial condition or results of operations could be adverselyaffected.Our sales and profit growth could be adversely affected if comparable restaurant sales are less than we expect.The level of comparable restaurant sales growth,which represents the change in year-over-yea

147、r sales for restaurants open for atleast three months,could affect our sales growth.Our ability to increase comparable restaurant sales depends in part on our abilityto successfully implement our initiatives to build sales.It is possible such initiatives will not be successful,that we will not achie

148、veour target comparable restaurant sales growth or that the change in comparable restaurant sales could be negative,which may causea decrease in our profitability and would materially adversely affect our business,financial condition or results of operations.102025/5/20 10:55sec.gov/Archives/edgar/d

149、ata/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm16/151 Our failure to manage our growth effectively could harm our business and operating results.Our growth plan includes opening new restaurants.Our existing restaurant manageme

150、nt systems,financial and managementcontrols and information systems may be inadequate to support our planned expansion.Managing our growth effectively willrequire us to continue to enhance these systems,procedures and controls and to hire,train and retain managers and team members.We may not respond

151、 quickly enough to the changing demands that our expansion will impose on our management,restaurant teamsand existing infrastructure which could harm our business,financial condition or results of operations.Our limited number of restaurants,the significant expense associated with opening new restau

152、rants,and the unit volumes ofour new restaurants makes us susceptible to significant fluctuations in our results of operations.As of December 31,2023 and 2024,we operated ten and fifteen restaurants,respectively.We have opened two new restaurants inFebruary and October 2024,respectively,and acquired

153、 three restaurants in April 2024.We currently have two new locations underconstruction/development.We also plan to open an additional two to four new restaurants in 2025.The capital resources required todevelop each new restaurant are significant.On average,we estimate that our restaurants require a

154、 cash build-out cost ofapproximately$350,000-$550,000 per restaurant,net of landlord tenant improvement allowances and pre-opening costs andassuming that we do not purchase the underlying real estate.Actual costs may vary significantly depending upon a variety offactors,including the site and size o

155、f the restaurant and conditions in the local real estate and labor markets.The combination ofour relatively small number of existing restaurants,the significant investment associated with each new restaurant,variance in theoperating results in any one restaurant,or a delay or cancellation in the pla

156、nned opening of a restaurant could materially affect ourbusiness,financial condition or results of operations.A decline in visitors to any of the retail centers,shopping malls,lifestyle centers,or entertainment centers where our restaurantsare located could negatively affect our restaurant sales.Our

157、 restaurants are primarily located in high-activity areas such as retail centers,shopping malls,lifestyle centers,andentertainment centers.We depend on high visitor rates at these centers to attract guests to our restaurants.Factors that may result indeclining visitor rates include economic or polit

158、ical conditions,anchor tenants closing in retail centers or shopping malls in whichwe operate,changes in consumer preferences or shopping patterns,changes in discretionary consumer spending,increasingpetroleum prices,or other factors,which may adversely affect our business,financial condition or res

159、ults of operations.Opening new restaurants in existing markets may negatively affect sales at our existing restaurants.The consumer target area of our restaurants varies by location,depending on a number of factors,including population density,other local retail and business attractions,area demogra

160、phics and geography.As a result,the opening of a new restaurant in or nearmarkets in which we already have restaurants could adversely affect the sales of these existing restaurants and thereby adverselyaffect our business,financial condition or results of operations.Existing restaurants could also

161、make it more difficult to build ourconsumer base for a new restaurant in the same market.Our core business strategy does not entail opening new restaurants that webelieve will materially affect sales at our existing restaurants,but we may selectively open new restaurants in and around areas ofexisti

162、ng restaurants that are operating at or near capacity to effectively serve our guests.Sales cannibalization between ourrestaurants may become significant in the future as we continue to expand our operations and could affect our sales growth,whichcould,in turn,materially adversely affect our busines

163、s,financial condition or results of operations.Our operating results and growth strategies will be closely tied to the success of our future franchise partners and we will havelimited control with respect to their operations.Additionally,our franchise partners interests may conflict or diverge with

164、ourinterests in the future,which could have a negative impact on our business.As we grow,we will depend on the financial success and cooperation of our future franchise partners for our success.Our franchisepartners will be independent business operators and will not be our employees,and as such we

165、have limited control over how ourfranchise partners will run their businesses,and their inability to operate successfully could adversely affect our operating results.112025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/00

166、0164117225011307/forms-1a.htm17/151 We will receive royalties,franchise fees,contributions to our marketing development fund,and other fees from our franchisepartners.Additionally,we will sell proprietary products to our franchise partners at a markup over our cost to produce.We expectto establish o

167、perational standards and guidelines for our franchise partners;however,we will have limited control over how ourfranchise partners businesses are run,including day to day operations.Even with these operation standards and guidelines,thequality of franchised stores may be diminished by any number of

168、factors beyond our control.Consequently,our franchise partnersmay not successfully operate stores in a manner consistent with our standards and requirements,such as quality,service andcleanliness,or may not hire and train qualified store managers and other store personnel or may not implement market

169、ing programsand major initiatives such as store remodels or equipment or technology upgrades,which may require financial investment.Even ifsuch unsuccessful operations do not rise to the level of breaching the related franchise documents,they may be attributed bycustomers to our brand and could have

170、 a negative impact on our business.Our franchise partners may not be able to secure adequate financing to open or continue operating their stores.If they incur toomuch debt or if economic or sales trends deteriorate such that they are unable to repay existing debt,our franchise partners couldexperie

171、nce financial distress or even bankruptcy.If a significant number of our franchise partners were to become financiallydistressed,it could harm our operating results through reduced royalty revenue,marketing fees,and proprietary product sales andthe impact on our profitability could be greater than t

172、he percentage decrease in these revenue streams.While we are responsible for ensuring the success of our entire system of stores and for taking a longer term view with respect tosystem improvements,our franchise partners will have individual business strategies and objectives,which might conflict wi

173、th ourinterests.Our future franchise partners may from time to time disagree with us and our strategies and objectives regarding thebusiness or our interpretation of our respective rights and obligations under the franchise agreement and the terms and conditions ofthe franchise partner relationship.

174、This may lead to disputes with our franchise partners and we expect such disputes to occur fromtime to time in the future.Such disputes may result in legal action against us.To the extent we have such disputes,the attention,time and financial resources of our management and our future franchise part

175、ners will be diverted from our stores,which couldharm our business even if we have a successful outcome in the dispute.Actions or omissions by our future franchise partners in violation of various laws may be attributed to us or result in negativepublicity that affects our overall brand image,which

176、may decrease consumer demand for our products.Franchise partners mayengage in online activity via social media or activity in their personal lives that negatively impacts public perception of ourfranchise partners or our operations or our brand as a whole.This activity may negatively affect franchis

177、e partners sales and inturn impact our revenue.In addition,various state and federal laws govern our relationship with our future franchise partners and our potential sale of afranchise.A future franchise partner and/or a government agency may bring legal action against us based on thefranchisee/fra

178、nchisor relationships that could result in the award of damages to a franchise partner and/or the imposition of fines orother penalties against us.Operating results at our restaurants could be significantly affected by competition in the restaurant industry in general and,inparticular,within the din

179、ing segments of the restaurant industry in which we compete.We face significant competition from a variety of restaurants offering both Asian and non-Asian cuisine,as well as takeoutofferings from grocery stores and other outlets where Asian food is sold.These segments are highly competitive with re

180、spect to,among other things,product quality,dining experience,ambience,location,convenience,value perception,and price.Ourcompetition continues to intensify as competitors increase the breadth and depth of their product offerings and open new locations.These competitors may have,among other things,c

181、hefs who are widely known to the public that may generate more notoriety forthose competitors as compared to our brand.We also compete with many restaurant and retail establishments for site locations andrestaurant-level employees.Several of our competitors offering Asian and related choices may loo

182、k to compete with us on price,quality and service.Any ofthese competitive factors may materially adversely affect our business,financial condition or results of operations.122025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/18986

183、04/000164117225011307/forms-1a.htm18/151 We rely significantly on certain vendors and suppliers,which could adversely affect our business,financial condition or resultsof operations.Our ability to maintain consistent price and quality throughout our restaurants depends in part upon our ability to ac

184、quire specifiedfood products and supplies in sufficient quantities from third-party vendors and suppliers at a reasonable cost.We do not controlthe businesses of our vendors and suppliers and our efforts to specify and monitor the standards under which they perform may notbe successful.Furthermore,c

185、ertain food items are perishable,and we have limited control over whether these items will bedelivered to us in appropriate condition for use in our restaurants.If any of our vendors or other suppliers are unable to fulfill theirobligations to our standards,or if we are unable to find replacement pr

186、oviders in the event of a supply or service disruption,wecould encounter supply shortages and incur higher costs to secure adequate supplies,which could materially adversely affect ourbusiness,financial condition or results of operations.In addition,we use various third-party vendors to provide,supp

187、ort and maintain most of our management information systems.Wealso outsource certain accounting,payroll and human resource functions to business process service providers.The failure of suchvendors to fulfill their obligations could disrupt our operations.Additionally,any changes we may make to the

188、services we obtainfrom our vendors,or new vendors we employ,may disrupt our operations.These disruptions could materially adversely affect ourbusiness,financial condition or results of operations.Continued supply chain disruptions and other forces beyond our control,and resulting changes in food and

189、 supply costs haveand could continue to adversely affect our business,financial condition or results of operations.Our profitability depends in part on our ability to anticipate and react to changes in food and supply costs,especially in light ofrecent supply chain disruptions.We believe we have exp

190、erienced higher costs due to increased commodity prices and challengessourcing our supplies due in part to global supply chain disruptions.For example,we believe that the cost of certain essentialsupplies(i.e.gloves and canola oil)has increased as a result of lower supply attributable to supply chai

191、n disruptions.Shortages orinterruptions in the availability of certain supplies caused by unanticipated demand,problems in production or distribution,foodcontamination,inclement weather or other conditions beyond our control could also adversely affect the availability,quality andcost of our ingredi

192、ents,which could harm our operations.Although historically and as of December 31,2024,global supply chaindisruptions have not materially adversely affected our business,a substantial increase in the cost of,or inability to procure,the foodproducts most critical to our menu,such as canola oil,rice,me

193、ats,fish and other seafood,as well as fresh vegetables,couldmaterially and adversely affect our business,financial condition or results from operations.Although we try to manage the impactthat these fluctuations have on our operating results by,for example,diversifying our suppliers,we remain suscep

194、tible to continuedincreases in food and other essential supply costs as a result of factors beyond our control,such as the current supply chaininterruptions,general economic conditions,seasonal fluctuations,weather conditions,demand,food safety concerns,generalizedinfectious diseases,product recalls

195、 and government regulations.If any of our distributors or suppliers performs inadequately,or our distribution or supply relationships are disrupted for any reason,our business,financial condition,results of operations or cash flows could be adversely affected.If we cannot replace or engagedistributo

196、rs or suppliers who meet our specifications in a short period of time,that could increase our expenses and cause shortagesof food and other items at our restaurants,which could cause a restaurant to remove items from its menu.If that were to happen,affected restaurants could experience significant r

197、eductions in sales during the shortage or thereafter,if guests change their dininghabits as a result.In addition,because we provide moderately priced food,we may choose not to,or may be unable to,pass alongcommodity price increases to consumers.These potential changes in food and supply costs could

198、materially adversely affect ourbusiness,financial condition or results of operations.132025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm19/151 Our operations may be subject to the effects o

199、f a rising rate of inflation which may adversely impact our financial condition andresults of operations.Supply chain risk could increase our costs and limit the availability of ingredients and supplies that are critical to our restaurantoperations.The markets for some of our ingredients,such as bee

200、f and produce,are particularly volatile due to factors beyond ourcontrol such as limited sources,seasonal shifts,climate conditions,recent inflationary trends,military and geopolitical conflictsand industry demand,including as a result of animal disease outbreaks,international commodity markets,food

201、 safety concerns,product recalls and government regulation.In addition,for certain of our ingredients and other materials,we have a limited numberof suppliers and distributors.We remain in regular contact with our major suppliers and to date we have not experienced significantdisruptions in our supp

202、ly chain;however,in 2022 costs for certain supplies and ingredients,such as produce,packaging,dairy,beefand chicken increased materially and rapidly,and inflationary pressures could continue and/or spread to more categories asinflation increases continue across the global supply chain.Our efforts to

203、 mitigate future price risk through forward contracts,strong partnerships with key suppliers,careful planning and other activities may not fully insulate us from increases in commoditycosts,which could have an adverse impact on our profitability.Any increase in the prices of the ingredients most cri

204、tical to our menu,such as chicken,beef,dairy,wheat,produce,rice,and pork,would have a particularly adverse effect on our operating results.If the cost of one or more ingredients significantly increases,wemay choose to temporarily suspend serving menu items that use those ingredients,or one of our pr

205、oteins,rather than pay theincreased cost.Any such changes to our available menu may negatively impact our restaurant traffic and could adversely impactour sales and brand.Changes in economic conditions could materially affect our ability to maintain or increase sales at our restaurants or open newre

206、staurants.The restaurant industry depends on consumer discretionary spending.The United States in general or the specific markets in whichwe operate may suffer from depressed economic activity,recessionary economic cycles,higher fuel or energy costs,low consumerconfidence,high levels of unemployment

207、,reduced home values,increases in home foreclosures,investment losses,personalbankruptcies,reduced access to credit or other economic factors that may affect consumers discretionary spending.Sales in ourrestaurants could decline if consumers choose to dine out less frequently or reduce the amount th

208、ey spend on meals while diningout.Negative economic conditions might cause consumers to make long-term changes to their discretionary spending behavior,including dining out less frequently on a permanent basis.If restaurant sales decrease,our profitability could decline as we spreadfixed costs acros

209、s a lower level of sales.Reductions in staff levels,asset impairment charges and potential restaurant closures couldresult from prolonged negative restaurant sales,which could materially adversely affect our business,financial condition or resultsof operations.We may need capital in the future,and w

210、e may not be able to raise that capital on favorable terms.Developing our business will require significant capital in the future.To meet our capital needs,we expect to rely on equipmentfinancing and facility improvements,cash flows from operations,the proceeds from the IPO,future offerings and othe

211、r third-partyfinancing.Third-party financing in the future may not,however,be available on terms favorable to us,or at all.Our ability toobtain additional funding will be subject to various factors,including market conditions,our operating performance,lendersentiment.These factors may make the timin

212、g,amount,or terms and conditions of additional financings unattractive.Our inabilityto raise capital could impede our growth and could materially adversely affect our business,financial condition or results ofoperations.Risks Related to Our Brand Negative publicity relating to one of our restaurants

213、 could reduce sales at some or all of our other restaurants.Our success is dependent in part upon our ability to maintain and enhance the value of our brand and consumers connection to ourbrand.We may,from time to time,be faced with negative publicity relating to food quality,restaurant facilities,g

214、uest complaints orlitigation alleging illness or injury,health inspection scores,integrity of our or our suppliers food processing,employeerelationships or other matters,regardless of whether the allegations are valid or whether we are held to be responsible.The negativeimpact of adverse publicity r

215、elating to one restaurant may extend far beyond the restaurant involved to affect some or all of ourother restaurants,thereby causing an adverse effect on our business,financial condition or results of operations.A similar riskexists with respect to unrelated food service businesses,if consumers ass

216、ociate those businesses with our own operations.142025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm20/151 The considerable expansion in the use of social media over recent years can further

217、 amplify any negative publicity that could begenerated by such incidents.Many social media platforms immediately publish the content their subscribers and participants post,often without filters or checks on accuracy of the content posted.Information posted on such platforms may be adverse to ourint

218、erests and/or may be inaccurate.The dissemination of inaccurate or irresponsible information online could harm our business,reputation,prospects,financial condition,or results of operations,regardless of the informations accuracy.The damage may beimmediate without affording us an opportunity for red

219、ress or correction.Additionally,employee claims against us based on,among other things,wage and hour violations,discrimination,harassment orwrongful termination may also create negative publicity that could adversely affect us and divert our financial and managementresources that would otherwise be

220、used to benefit the future performance of our operations.A significant increase in the number ofthese claims or an increase in the number of successful claims could materially adversely affect our business,financial condition orresults of operations.Consumer demand for our restaurants and our brands

221、 value could diminish significantly if any such incidentsor other matters create negative publicity or otherwise erode consumer confidence in us or our restaurants,which would likelyresult in lower sales and could materially adversely affect our business,financial condition or results of operations.

222、Food safety and foodborne illness concerns could have an adverse effect on our business,financial condition or results ofoperations.We cannot guarantee that our internal controls and training will be fully effective in preventing all food safety issues at ourrestaurants,including any occurrences of

223、foodborne illnesses such as salmonella,E.coli and hepatitis A.In addition,there is noguarantee that our restaurant locations will maintain the high levels of internal controls and training we require at our restaurants.Furthermore,we rely on third-party vendors,making it difficult to monitor food sa

224、fety compliance and increasing the risk thatfoodborne illness would affect multiple locations rather than a single restaurant.Some foodborne illness incidents could be causedby third-party vendors and transporters outside of our control.New illnesses resistant to our current precautions may develop

225、in thefuture,or diseases with long incubation periods could arise,that could give rise to claims or allegations on a retroactive basis.Oneor more instances of foodborne illness in any of our restaurants or markets or related to food products we sell could negativelyaffect our restaurant sales nation

226、wide if highly publicized on national media outlets or through social media.This risk exists even ifit were later determined that the illness was wrongly attributed to us or one of our restaurants.A number of other restaurant chainshave experienced incidents related to foodborne illnesses that have

227、had a material adverse effect on their operations.Theoccurrence of a similar incident at one or more of our restaurants,or negative publicity or public speculation about an incident,could materially adversely affect our business,financial condition or results of operations.We have,from time to time,

228、received borrowings from a related party controlled by James Chae,our Chairman and ChiefExecutive Officer,which may become repayable on demand.Any unexpected calls for repayment of a significant amount ofsuch borrowings may adversely affect our business.We have,from time to time,received unsecured b

229、orrowings from our Chairman and Chief Executive Officer,James Chae and hisaffiliate APIIS Financial,Inc.,a company 100%owned and controlled by Mr.Chae,which is unsecured,non-interest bearing,andis repayable on demand.As of December 31,2024 and December 31,2023,the balance was$732,710 and$24,176,resp

230、ectively.IfJames Chae or his affiliate APIIS Financial,Inc.chooses to call for repayment of a significant of such borrowings,we may need touse the net proceeds from the IPO,which may adversely impact our operations.Any failure to service such indebtedness or complywith any such obligations may also

231、cause us to incur legal fees if lender brings an action for breach of contract,or otherwiseadversely affect our business,financial condition,results of operation and prospects.We are subject to all of the risks associated with leasing space subject to long-term non-cancelable leases.We do not own an

232、y real property.Payments under our operating leases account for a significant portion of our operating expensesand we expect the new restaurants we open in the future will similarly be leased.The majority of our operating leases have leaseterms of 10 years,inclusive of customary extensions which are

233、 at the option of our company.Most of our leases require a fixedannual rent which generally increases each year,and some require the payment of additional rent if restaurant sales exceed anegotiated amount.Generally,our leases are“net”leases,which require us to pay all of the cost of insurance,taxes

234、,maintenanceand utilities.We generally cannot cancel these leases.Additional sites that we lease are likely to be subject to similar long-termnon-cancelable leases.If an existing or future restaurant is not profitable,and we decide to close it,we may nonetheless becommitted to perform our obligation

235、s under the applicable lease including,among other things,paying the base rent for the balanceof the lease term.In addition,as each of our leases expires,we may fail to negotiate renewals,either on commercially acceptableterms or at all,which could cause us to pay increased occupancy costs or to clo

236、se restaurants in desirable locations.If we fail tonegotiate renewals,we may have to dispose of assets at such restaurant locations and incur closure costs as well as impairment ofproperty and equipment.Furthermore,if we fail to negotiate renewals,we may incur additional costs associated with moving

237、transferable furniture,fixtures and equipment.These potential increased occupancy and moving costs,as well as closures ofrestaurants,could materially adversely affect our business,financial condition or results of operations.152025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/for

238、ms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm21/151 Macroeconomic conditions,including economic downturns,may cause landlords of our leases to be unable to obtain financing orremain in good standing under their existing financing arrangements,resulting in fa

239、ilures to pay required tenant improvementallowances or satisfy other lease covenants to us.In addition,tenants at shopping centers in which we are located or have executedleases,or to which our locations are near,may fail to open or may cease operations.Decreases in total tenant occupancy inshopping

240、 centers in which we are located,or to which our locations are near,may affect traffic at our restaurants.All of thesefactors could have a material adverse impact on our business,financial condition or results of operations.Failure to receive frequent deliveries of fresh food ingredients and other s

241、upplies could harm our business,financial conditionor results of operations.Our ability to maintain our menu depends in part on our ability to acquire ingredients that meet our specifications from reliablesuppliers.To date,notwithstanding the current supply chain disruptions which we believe have at

242、tributed to increased costs,deliveries have been consistent and not a source of material disruption to our business.However,shortages or interruptions in thesupply of ingredients caused by unanticipated demand,problems in production or distribution,food contamination,inclementweather or other condit

243、ions could adversely affect the availability and quality of our ingredients in the future,which could harmour business,financial condition or results of operations.If any of our distributors or suppliers performs inadequately,or ourdistribution or supply relationships are materially disrupted for an

244、y reason,our business,financial condition or results of operationscould be adversely affected.If we cannot replace or engage distributors or suppliers who meet our specifications in a short periodof time,that could increase our expenses and cause shortages of food and other items at our restaurants,

245、which could cause arestaurant to remove items from its menu.If that were to happen,affected restaurants could experience significant reductions insales during the shortage or thereafter,if guests change their dining habits as a result.This reduction in sales could materiallyadversely affect our busi

246、ness,financial condition or results of operations.In addition,our approach to competing in the restaurant industry depends in large part on our continued ability to provide authenticand traditional Japanese cuisine that is free from artificial ingredients.As we increase our use of these ingredients,

247、the ability of oursuppliers to expand output or otherwise increase their supplies to meet our needs may be constrained.We could face difficulties toobtain a sufficient and consistent supply of these ingredients on a cost-effective basis.New information or attitudes regarding diet and health could re

248、sult in changes in regulations and consumer consumptionhabits that could adversely affect our business,financial condition or results of operations.Changes in attitudes regarding diet and health or new information regarding the adverse health effects of consuming certain foodscould result in changes

249、 in government regulation and consumer eating habits that may impact our business,financial condition orresults of operations.These changes have resulted in,and may continue to result in,laws and regulations requiring us to disclosethe nutritional content of our food offerings,and they have resulted

250、 in,and may continue to result in,laws and regulations affectingpermissible ingredients and menu offerings.For example,a number of jurisdictions have enacted menu labeling laws requiringmulti-unit restaurant operators to disclose to consumers certain nutritional information,or have enacted legislati

251、on restricting theuse of certain types of ingredients in restaurants.These requirements may be different or inconsistent with requirements we aresubject to under the ACA which establishes a uniform,federal requirement for certain restaurants to post nutritional information ontheir menus.Specifically

252、,the ACA requires chain restaurants with 20 or more locations operating under the same name andoffering substantially the same menus to publish the total number of calories of standard menu items on menus and menu boards,along with a statement that puts this calorie information in the context of a t

253、otal daily calorie intake.The ACA also requirescovered restaurants to provide to consumers,upon request,a written summary of detailed nutritional information for each standardmenu item,and to provide a statement on menus and menu boards about the availability of this information upon request.Unfavor

254、able publicity about,or guests reactions to,our menu ingredients,the size of our portions or the nutritional content of ourmenu items could negatively influence the demand for our offerings,thereby adversely affecting our business,financial conditionor results of operations.162025/5/20 10:55sec.gov/

255、Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm22/151 Compliance with current and future laws and regulations regarding the ingredients and nutritional content of our menu items maybe costly and time-consuming.

256、Additionally,if consumer health regulations or consumer eating habits change significantly,we maybe required to modify or discontinue certain menu items,and we may experience higher costs associated with the implementationof those changes,as well as adversely affect the attractiveness of our restaur

257、ants to new or returning guests.We cannot predict theimpact of any new nutrition labeling requirements.The risks and costs associated with nutritional disclosures on our menus couldalso impact our operations,particularly given differences among applicable legal requirements and practices within the

258、restaurantindustry with respect to testing and disclosure,ordinary variations in food preparation among our own restaurants,and the need torely on the accuracy and completeness of nutritional information obtained from third-party suppliers.We may not be able to effectively respond to changes in cons

259、umer health perceptions or successfully implement the nutrientcontent disclosure requirements and to adapt our menu offerings to trends in eating habits.The imposition of menu labeling lawsand an inability to keep up with consumer eating habits could materially adversely affect our business,financia

260、l condition or resultsof operations,as well as our position within the restaurant industry in general.We rely significantly on information technology,and any material failure,weakness,interruption or breach of security couldprevent us from effectively operating our business.We rely significantly on

261、information systems,including point-of-sale processing in our restaurants for management of our supplychain,payment of obligations,collection of cash,credit and debit card transactions and other processes and procedures.Our abilityto efficiently and effectively manage our business depends significan

262、tly on the reliability and capacity of these systems.Failures ofthese systems to operate effectively,maintenance problems,upgrading or transitioning to new platforms,or a breach in security ofthese systems could result in delays in customer service and reduce efficiency in our operations.Remediation

263、 of such problemscould result in significant,unplanned capital investments.Our marketing programs may not be successful,and our new menu items,advertising campaigns and restaurant designs andremodels may not generate increased sales or profits.We incur costs and expend other resources in our marketi

264、ng efforts on new menu items,advertising campaigns and restaurantdesigns and remodels to raise brand awareness and attract and retain guests.These initiatives may not be successful,resulting inexpenses incurred without the benefit of higher sales.Additionally,some of our competitors have greater fin

265、ancial resources,whichenable them to spend significantly more on marketing and advertising and other initiatives than we are able to.Should ourcompetitors increase spending on marketing and advertising and other initiatives or our marketing funds decrease for any reason,orshould our advertising,prom

266、otions,new menu items and restaurant designs and remodels be less effective than our competitors,there could be a material adverse effect on our business,financial condition or results of operations.Our inability or failure to recognize,respond to and effectively manage the accelerated impact of soc

267、ial media could materiallyadversely impact our business,financial condition or results of operations.Our marketing efforts rely heavily on the use of social media.In recent years,there has been a marked increase in the use of socialmedia platforms,including weblogs(blogs),mini-blogs,chat platforms,s

268、ocial media websites,and other forms of Internet-basedcommunications which allow individuals access to a broad audience of consumers and other interested persons.Many of ourcompetitors are expanding their use of social media,and new social media platforms are rapidly being developed,potentiallymakin

269、g more traditional social media platforms obsolete.As a result,we need to continuously innovate and develop our socialmedia strategies in order to maintain broad appeal with guests and brand relevance.We also continue to invest in other digitalmarketing initiatives that allow us to reach our guests

270、across multiple digital channels and build their awareness of,engagementwith,and loyalty to our brand.These initiatives may not be successful,resulting in expenses incurred without the benefit of highersales or increased brand recognition.172025/5/20 10:55sec.gov/Archives/edgar/data/1898604/00016411

271、7225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm23/151 Risks Related to Our People and Culture We depend on our senior management team and other key employees,and the loss of one or more key personnel or an inabilityto attract,hire,integrate and r

272、etain highly skilled personnel could have an adverse effect on our business,financial conditionor results of operations.Our success depends largely upon the continued services of our key executives,including James Chae.We also rely on ourleadership team in setting our strategic direction,operating o

273、ur business,identifying,recruiting and training key personnel,identifying expansion opportunities,arranging necessary financing,and for general and administrative functions.From time totime,there may be changes in our executive management team resulting from the hiring or departure of executives,whi

274、ch coulddisrupt our business.The loss or replacement of one or more of our executive officers or other key employees could have a seriousadverse effect on our business,financial condition or results of operations.To continue to execute our growth strategy,we also must identify,hire and retain highly

275、 skilled personnel.We might not besuccessful in continuing to attract and retain qualified personnel.Failure to identify,hire and retain necessary key personnel couldhave a material adverse effect on our business,financial condition or results of operations.Labor disputes may disrupt our operations

276、and affect our profitability,thereby causing a material adverse effect on ourbusiness,financial condition or results of operations.As an employer,we are presently,and may in the future be,subject to various employment-related claims,such as individual orclass actions or government enforcement action

277、s relating to alleged employment discrimination,employee classification andrelated withholding,wage-hour,labor standards or healthcare and benefit issues.Any future actions if brought against us andsuccessful in whole or in part,may affect our ability to compete or could materially adversely affect

278、our business,financialcondition or results of operations.The minimum wage,particularly in California,continues to increase and is subject to factors outside of our control.We have a substantial number of hourly employees who are paid wage rates based on the applicable federal or state minimumwage.Si

279、nce January 1,2024,the State of California has a minimum wage of$16.00 per hour.Moreover,municipalities may setminimum wages above the applicable state standards,including in the municipalities in which we operate.The federal minimum wage has been$7.25 per hour since July 24,2009.Any of federally-ma

280、ndated,state-mandated ormunicipality-mandated minimum wages may be raised in the future which could have a materially adverse effect on our business,financial condition or results of operations.If menu prices are increased by us to cover increased labor costs,the higher pricescould adversely affect

281、sales and thereby reduce our margins and adversely affect our business,financial condition or results ofoperations.Changes in employment laws may adversely affect our business,financial condition,results of operations or cash flow.Various federal and state labor laws govern the relationship with our

282、 employees and affect operating costs.These laws includeemployee classification as exempt/non-exempt for overtime and other purposes,minimum wage requirements,tips and gratuitypayments,unemployment tax rates,workers compensation rates,immigration status and other wage and benefit requirements.Signif

283、icant additional government-imposed increases in the following areas could materially affect our business,financialcondition,operating results or cash flow:minimum wages;tips and gratuities;mandatory health benefits;vacation accruals;paid leaves of absence,including paid sick leave;and tax reporting

284、.182025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm24/151 If we face labor shortages,increased labor costs or unionization activities,our growth,business,financial condition andoperating r

285、esults could be adversely affected.Labor is a primary component in the cost of operating our restaurants.We are currently experiencing labor shortages which is a riskthat we share with our competitors.The availability of qualified employees is scarce.Additionally,labor costs have increased dueto rec

286、ent minimum wage increases in California and the fact that we employ fewer employees who are working extended hours andtherefore we are experiencing an increase of overtime payable to such employees,If we continue to face labor shortages orincreased labor costs because of these factors or as a resul

287、t of increased competition for employees,higher employee turnover rates,additional increases in federal,state or local minimum wage rates or other employee benefits costs(including costs associated withhealth insurance coverage),our operating expenses could increase and our growth could be adversely

288、 affected.In addition,oursuccess depends in part upon our ability to attract,motivate and retain a sufficient number of well-qualified restaurant operatorsand management personnel,as well as a sufficient number of other qualified employees,to keep pace with our expansion schedule.Qualified individua

289、ls needed to fill these positions are in short supply in some geographic areas.In addition,restaurants havetraditionally experienced relatively high employee turnover rates.We are experiencing problems in recruiting and retainingemployees,and our ability to recruit and retain such individuals may de

290、lay the planned openings of new restaurants or result inhigher employee turnover in existing restaurants,which could have a material adverse effect on our business,financial condition orresults of operations.If we are unable to recruit and retain sufficiently qualified individuals,our business and o

291、ur growth could be adversely affected,thereby adversely affecting or business,financial condition or results of operations.Competition for these employees could requireus to pay higher wages,which could result in higher labor costs.In addition,additional increases in the minimum wage wouldincrease o

292、ur labor costs.Additionally,costs associated with workers compensation are rising,and these costs may continue to risein the future.We may be unable to increase our menu prices in order to pass these increased labor costs on to consumers,in whichcase our margins would be negatively affected,which co

293、uld materially adversely affect our business,financial condition or resultsof operations.Although none of our employees are currently covered under collective bargaining agreements,our employees may elect to berepresented by labor unions in the future.If a significant number of our employees were to

294、 become unionized and collectivebargaining agreement terms were significantly different from our current compensation arrangements,it could adversely affect ourbusiness,financial condition or results of operations.Our business could be adversely affected by a failure to obtain visas or work permits

295、or to properly verify the employmenteligibility of our employees.Although we require all workers to provide us with government-specified documentation evidencing their employment eligibility,some of our employees may,without our knowledge,be unauthorized workers.Unauthorized workers are subject to d

296、eportationand may subject us to fines or penalties,and if any of our workers are found to be unauthorized,we could experience adversepublicity that may negatively impact our brand and may make it more difficult to hire and keep qualified employees.Terminationof a significant number of employees who

297、are unauthorized employees may disrupt our operations,cause temporary increases inour labor costs as we train new employees and result in adverse publicity.We could also become subject to fines,penalties andother costs related to claims that we did not fully comply with all recordkeeping obligations

298、 of federal and state immigrationcompliance laws.These factors could materially adversely affect our business,financial condition or results of operations.192025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/00016411722501

299、1307/forms-1a.htm25/151 Risks Related to Regulation and Litigation Failure to comply with antibribery or anticorruption laws could adversely affect our reputation,business,financial condition orresults of operations.The U.S.Foreign Corrupt Practices Act and other similar applicable laws prohibiting

300、bribery of government officials and othercorrupt practices are the subject of increasing emphasis and enforcement around the world.Although we have implementedpolicies and procedures designed to promote compliance with these laws,there can be no assurance that our employees,contractors,agents,or oth

301、er third parties will not take actions in violation of our policies or applicable law.Any such violations orsuspected violations could subject us to civil or criminal penalties,including substantial fines and significant investigation costs,and could also materially damage our reputation,brands,inte

302、rnational expansion efforts and growth prospects,business,financialcondition and results of operations.Publicity relating to any noncompliance or alleged noncompliance could also harm ourreputation and adversely affect our business,financial condition or results of operations.Delays In Obtaining Con

303、struction Permits Can Have A Material Adverse Effect on Our Business.We typically are able to negotiate approximately 6 months to complete a construction/development of our stores before we have tomake our first lease payment.Construction/development of a new restaurant takes approximately three-six

304、 months onceconstruction permits(e.g.,Health and City)are issued.Prior to the COVID-19 pandemic,permits took approximately two monthsto obtain.During the pandemic and as of December 31,2024,construction permits have been significantly delayed,causing us toincur lease payments prior to the opening of

305、 such locations,which means prior to the generation of any revenues from such stores.A delay in construction permits has had a direct impact on our ability to open our three stores currently underconstruction/development.We are also making lease payments on all three of such stores.There can be no a

306、ssurance thatconstruction permits will be timely obtained on future stores,or that they will ever be obtained(including with respect to the tworestaurants under construction/development).There is also no assurance that we can successfully negotiate an abatement on any ofour existing non-cancelable l

307、eases to alleviate such costs,or that we will have the leverage to negotiate longer periods before thefirst rental payment is required to be made on future leases.A significant increase in lease payments prior to opening our storescould have a material adverse effect on our profitability and growth

308、potential,since increased lease costs could cause us to divertcash away from opening new stores.If we are unable to open new stores,we could be forced to cease operations.We may become involved in lawsuits involving Yoshiharu Holdings Co.as the owner of intellectual property,or us as a licenseeof in

309、tellectual property from Yoshiharu Holdings Co.,to protect or enforce intellectual property rights,which could beexpensive,time consuming,and unsuccessful.Third parties may sue Yoshiharu Holdings Co.,our wholly owned subsidiary,or us for alleged infringement of their proprietaryrights.The party clai

310、ming infringement might have greater resources than we do to pursue its claims,and we could be forced toincur substantial costs and devote significant management resources to defend against such litigation,even if the claims aremeritless and even if we ultimately prevail.If the party claiming infrin

311、gement were to prevail,we could be forced to pay significantdamages,or enter into expensive royalty or licensing arrangements with the prevailing party.In addition,any payments we arerequired to make,and any injunction we are required to comply with as a result of such infringement,could harm our re

312、putationand our business,financial condition or results of operations.Infringements on Yoshiharu Holdings Co.s intellectual property rights,including Yoshiharu Holdings Co.s service marks andtrade secrets,could result in additional expense and could devalue our brand equity,as well as substantially

313、affect our business,financial condition or results of operations.Other parties may infringe on our intellectual property rights,including those which we develop or otherwise license to use,andmay thereby dilute our brand in the marketplace.Any such infringement of our intellectual property rights wo

314、uld also likely resultin a commitment of our time and resources to protect these rights through litigation or otherwise.202025/5/20 10:55sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1898604/000164117225011307/forms-1a.htm26/151 Our busines

315、s prospects depend in part on our ability to develop favorable consumer recognition of the Yoshiharu name.Althoughthe“YOSHIHARU RAMEN”word and design marks are federally registered marks owned by Yoshiharu Holdings Co.,suchmarks could be imitated in ways that we or Yoshiharu Holdings Co.cannot preve

316、nt.Alternatively,third parties may attempt tocause us to change our name or not operate in a certain geographic region if our name is confusingly similar to their name.Inaddition,we rely on trade secrets,proprietary know-how,concepts,and recipes,some of which we license from YoshiharuHoldings Co.Our

317、 methods or Yoshiharu Holdings Co.s methods of protecting this information may not be adequate.Moreover,weor Yoshiharu Holdings Co.may face claims of misappropriation or infringement of third parties rights that could interfere with ouruse of this information.Defending these claims may be costly and

318、,if unsuccessful,may prevent us from continuing to use thisproprietary information in the future,and may result in a judgment or monetary damages.We do not maintain confidentiality andnon-competition agreements with all of our executives,key personnel,or suppliers.If competitors independently develo

319、p orotherwise obtain access to the trade secrets,proprietary know-how,concepts,or recipes we rely upon to operate our restaurants,some of which we license from Yoshiharu Holdings Co.,the appeal of our restaurants could be significantly reduced and ourbusiness,financial condition or results of operat

320、ions could be adversely affected.Governmental regulation may adversely affect our ability to open new restaurants or otherwise adversely affect our business,financial condition or results of operations.We are subject to various federal,state and local regulations.Our restaurants are subject to state

321、 and local licensing and regulationby health,alcoholic beverage,sanitation,food and occupational safety and other agencies.We may experience material difficultiesor failures in obtaining the necessary licenses,approvals or permits for our restaurants,which could delay planned restaurantopenings or a

322、ffect the operations at our existing restaurants.In addition,stringent and varied requirements of local regulators withrespect to zoning,land use and environmental factors could delay or prevent development of new restaurants in particularlocations.We are subject to the U.S.Americans with Disabiliti

323、es Act and similar state laws that give civil rights protections to individualswith disabilities in the context of employment,public accommodations and other areas,including our restaurants.We may in thefuture have to modify restaurants,for example,by adding access ramps or redesigning certain archi

324、tectural fixtures,to provideservice to or make reasonable accommodations for disabled persons.The expenses associated with these modifications could bematerial.Our operations are also subject to the U.S.Occupational Safety and Health Act,which governs worker health and safety,the U.S.Fair Labor Stan

325、dards Act,which governs such matters as minimum wages and overtime,and a variety of similar federal,state andlocal laws that govern these and other employment law matters.In addition,federal,state and local proposals related to paid sickleave or similar matters could,if implemented,materially advers

326、ely affect our business,financial condition or results of operations.Compliance with environmental laws may negatively affect our business.We are subject to federal,state and local laws and regulations concerning waste disposal,pollution,protection of the environment,and the presence,discharge,stora

327、ge,handling,release and disposal of,and exposure to,hazardous or toxic substances.Theseenvironmental laws provide for significant fines and penalties for noncompliance and liabilities for remediation,sometimes withoutregard to whether the owner or operator of the property knew of,or was responsible

328、for,the release or presence of hazardous toxicsubstances.Third parties may also make claims against owners or operators of properties for personal injuries and property damageassociated with releases of,or actual or alleged exposure to,such hazardous or toxic substances at,on or from our restaurants

329、.Environmental conditions relating to releases of hazardous substances at prior,existing or future restaurant sites could materiallyadversely affect our business,financial condition or results of operations.Further,environmental laws,and the administration,interpretation and enforcement thereof,are

330、subject to change and may become more stringent in the future,each of which couldmaterially adversely affect our business,financial condition or results of operations.A breach of security of confidential consumer information related to our electronic processing of credit and debit cardtransactions,a

331、s well as a breach of security of our employee information,could substantially affect our reputation,business,financial condition of results of operations.The majority of our restaurant sales are by credit or debit cards.Other restaurants and retailers have experienced security breachesin which cred

332、it and debit card information has been stolen.We may in the future become subject to claims for purportedlyfraudulent transactions arising out of the actual or alleged theft of credit or debit card information,and we may also be subject tolawsuits or other proceedings relating to these types of inci

333、dents.We may ultimately be held liable for the unauthorized use of acardholders card number in an illegal activity and be required by card issuers to pay charge-back fees.In addition,most stateshave enacted legislation requiring notification of security breaches involving personal information,including credit and debit cardinformation.Any such claim or proceeding could cause us to incur significan