YOSH Yoshiharu Global Co. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

On
March 17, 2026, Vestand Inc. (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Good
Mood Studio Inc., a California corporation (the “Lender”) pursuant to which the Lender agreed to lend the Company the principal
amount of $200,000 (the “Loan”).

The
Loan bears interest at a rate of 16% per annum, calculated on a simple interest basis and on the basis of the actual number of days elapsed
over a 365-day year. Interest on the Loan began accruing from the date the Loan was disbursed to the Company. The Loan Agreement provides
that any overdue amount shall bear interest at a rate of 18% per annum from the due date until paid in full.

The
Company is required to repay the Loan in full, together with all accrued interest, by September 16, 2026. The Loan is secured by 100%
of the equity interest held by the Company in Vestand Korea Co., Ltd, including all rights, dividends, distributions, and proceeds related
thereto (the “Collateral”). The Loan Agreement precludes the Company from pledging, assigning, transferring, or otherwise
encumbering the Collateral without the prior written consent of the Lender. The Lender may also take any action reasonably necessary
to protect its rights in the Collateral. Upon the occurrence of an Event of Default (as provided in the Loan Agreement), the Lender has
the right, without further notice, to: (i) take ownership of the Collateral, (ii) sell, transfer, or otherwise dispose of the Collateral,
(iii) exercise all voting and economic rights associated with the Collateral; and apply the proceeds thereof toward the repayment of
the Loan.

The
Company agreed to use the Loan solely for general corporate and operating purposes.

The
foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Loan Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item
2.03. Creation of a Direct Financial Obligations or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The
information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item
9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit
No.

Description

10.1

Loan Agreement dated March 17, 2026, between Vestand Inc. and Good Mood Studio Inc.

104

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