Yoshiharu Global Co. (NasdaqCM:YOSH) entered into a non-binding Memorandum of Understanding to acquire Jjanga LLC/HJH LLC/Ramen Aku LLC on September 11, 2023. Consideration will be paid as a combination of cash and a convertible note. The unknown seller is expected to continue as the managing director of combined entity. The acquisitions are subject to successful negotiation and execution of a definitive agreement as well as several contemplated closing conditions including, without limitation, audited financial statements of the target businesses, the obtainment of all requisite licenses and permits, and other customary conditions. An executed definitive agreement is also contingent upon satisfaction by the Company of all business and legal due diligence on the target businesses and is expected to contain customary representations, warranties and covenants of transactions of this nature. The Company cannot make any assurances that a definitive agreement will be executed, however the parties are targeting finalization of a definitive agreement in the early fourth quarter 2023.

Yoshiharu Global Co. (NasdaqCM:YOSH) entered into an asset purchase agreement with Mr. Jiyuck Hwang to acquire Jjanga LLC/HJH LLC/Ramen Aku LLC for an aggregate $3.6 million on November 21, 2023. The Company has agreed to pay $1.8 million in cash, a promissory note in the principal amount of $0.6 million (the
?Promissory Note?) and a convertible note having a principal amount of $1.2 million which shall be convertible into the Company?s Class A common stock in accordance with the terms therein (the ?Convertible Note?). The principal sum of the Promissory Note shall be repaid by the Company to the Seller in two equal installments due
November 30, 2024 and November 30, 2025. Each annual installment shall be in the amount of $300,000. The Promissory Note specifies that payments shall be made without the addition of interest. If the Company fails to make any payments as required, the Promissory Note states that the entire balance shall become immediately due and payable. Additionally, the Company has entered into an employment agreement with the Seller whereby the Seller will serve as the Managing Director of each restaurant upon consummation of the Agreement (the ?Employment Agreement?). The Asset Agreement also contains customary representations, warranties, indemnification provisions and closing conditions including the required audit of target assets in accordance with applicable Securities & Exchange Commission regulations. Pryor Cashman LLP acted as a legal advisor to Yoshiharu Global Co. (NasdaqCM:YOSH). Pryor Cashman LLP acted as a legal advisor to Jiyuck Hwang, Jjanga LLC , HJH LLC and Ramen Aku LLC.The Company anticipates closing the transaction by the end of 2023.

Yoshiharu Global Co. (NasdaqCM:YOSH) completed the acquisition of Jjanga LLC/HJH LLC/Ramen Aku LLC on June 17, 2024.