Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Agreement

On March 24, 2025, Yoshiharu Global Co., a Delaware corporation (the "Company") entered into securities subscription agreements (the "Subscription Agreements") with certain investors pursuant to which the investors agreed to cancel indebtedness in an aggregate amount of $2,500,000 in exchange for the issuance of an aggregate of 1,000,000 warrants.

On March 25, 2025, the Company entered into Subscription Agreements with certain investors pursuant to which the investors agreed to pay $1,650,000 in aggregate to purchase an aggregate of 660,000 warrants.

The Subscription Agreements contain customary representations, warranties, and indemnification provisions and were entered into in reliance on self-certification as an accredited investor pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").

Each warrant is exercisable for one share of the Company's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), at an exercise price of $0.01 (the "Shares") pursuant to the terms of warrant agreements dated as of March 24, 2025 (the "Warrant Agreement"). Notwithstanding the foregoing, the Subscription Agreement with BS1 Fund provides for warrants for both Class A Common Stock and Class B Common Stock to be issued.

Pursuant to the terms of the Warrant Agreements, 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 with any shares of Common Stock issued pursuant to the subscription agreements executed contemporaneously between the Company 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 outstanding before the issuance (the "Requisite Stockholder Approval").

Pursuant to the Subscription Agreements, the Company is obligated to submit a registration statement to the Securities and Exchange Commission (the "SEC") within thirty (30) calendar days following the filing of the Company's Annual Report on Form 10-K with the SEC for the fiscal year ended December 31, 2024. If the Company fails to file the registration statement by this deadline, it shall provide written notice to the investors within five (5) business days, detailing the reason for the delay and the expected timeline for submission.

The Subscription Agreements also provide that should the Company (i)fail to submit the registration statement within the timeline specified above or if the registration statement is denied, withdrawn or not declared effective by the SEC within one-hundred twenty (120) days from the filing date or (ii) fail to obtain the Requisite Stockholder Approval within 75 days from the date of the Subscription Agreements, the investors will have the option, in their sole discretion, to: (1) with respect to (i), require the Company to assist it in filing for an exemption under Rule 144 or other applicable SEC regulations to remove the transfer restrictions from the Shares, or, if such exemption is unavailable, demand the Company to repurchase the Warrants or underlying shares at the original purchase price; or (2) demand a full refund of the subscription amount, subject to the Company's financial capability as verified by an independent audit conducted within 15 days of the demand. The Subscription Agreements also state that should a refund become necessary, the Company is obligated to process and complete the refund within thirty (30) calendar days of it exercising its right to a refund. If the Company fails to remit the refund within this period, the outstanding amount shall accrue interest at an annual rate of eight percent (8%) until fully paid.

Subject to certain exceptions set forth in the Warrant Agreement (including while the Requisite Stockholder Approval is being obtained), in the event that the Company does not deliver the Shares upon the exercise of the Warrants, such investor may purchase shares in the open market and the Company shall, within five (5) Trading Days after the investor's request to either (1) pay in cash to an amount equal to the total purchase price (including brokerage commissions, if any) for the shares of Common Stock that the investor purchased in open market transactions, at which point the Company's obligation to issue such the Shares shall terminate or (2) promptly honor its obligation to deliver to the investor or its designee such Shares or credit the amount of the investor's or its designee's balance account with DTC for such Shares and pay cash to the investor in an amount equal to investor's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the open market transactions, less the product of (A) the number of shares of Common Stock purchased in the, and (B) the Closing Sale Price of a share of Common Stock on the Exercise Date

The Board of Directors believes the sales price of $2.50 for each Warrant to be in the best interests of the Company in light of its immediate need to generate the requisite capital to maintain Nasdaq's continued listing standards and for other general corporate purposes.

Capitalized terms not defined herein, have the meanings set forth in the Subscription Agreements and Warrant Agreements.

The foregoing is a summary description of certain terms of the Subscription Agreements and the related Warrant Agreements. For a full description of all terms, please refer to each the Subscription Agreements and form of Warrant Agreement that are filed herewith as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4 respectively, to this Current Report on Form 8-K and is incorporated herein by reference.