Yoshiharu Global Co. (NasdaqCM:YOSH) entered into a non-binding Memorandum of Understanding to acquire HJH 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 to acquire HJH LLC on November 21, 2023. In related transaction Yoshiharu Global Co. (NasdaqCM:YOSH) also signed an agreement to acquire Jjanga LLC and Ramen Aku LLC for an aggregate price $3.6 million. The asset purchase agreement is being financed through a combination of cash, a promissory note, and a convertible note, which provides the Seller with the option to convert the debt into Class A YOSH common shares. The Seller shall also serve as the managing director of each restaurant after closing pursuant to an employment agreement, ensuring the retention of valuable expertise in ongoing management. The Company anticipates closing the transaction by the end of 2023.