United States securities and exchange commission logo
May 16, 2022
James Chae
Chief Executive Officer
Yoshiharu Global Co.
6940 Beach Blvd., Suite D-705
Buena Park, CA 90621
Re: Yoshiharu Global
Co.
Amendment No. 2 to
Registration Statement on Form S-1
Filed April 29,
2022
File No. 333-262330
Dear Mr. Chae:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 15, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1
Capitalization, page 37
1. It is unclear how you
have revised your document in response to our previous comment 1.
As such, we reissue the
comment. Please provide us with your calculations of the
amounts of cash and
additional paid-in-capital presented in the "Pro Forma As Adjusted"
and "Pro Forma As
Adjusted with Over-Allotment Option" columns. Specifically:
It does not appear
the net proceeds presented in Use of Proceeds on page 6 of
$16,380,000 and
$18,837,000 respectively, agrees to the changes between actual
amounts as of
December 31, 2021 and the as adjusted columns. Confirm our
understanding
that the net proceeds presented on page 6 considers the other expenses
of issuance and
distribution of $825,000 as detailed on page II-1. If our
James Chae
Yoshiharu Global Co.
May 16, 2022
Page 2
understanding is correct, please explain to us why it appears a
further $825,000 has
been deducted from Cash and Equivalents in each pro forma column
here.
Further, please revise your disclosure to specifically state the
compensation expense
associated with 549,100 shares issued to Directors and
consultants.
In addition, since you are issuing 4,000,000 Class A shares on an
as adjusted basis
and 4,600,000 Class A shares with the over-allotment option,
please explain how you
determined pro forma outstanding shares of 13,000,000 and the pro
forma as adjusted
with over-allotment shares of 13,600,000 when you had 9,450,000
outstanding Class
A shares on an actual basis at December 31, 2021
Additionally, please revise to include stock subscriptions receivable
as a component of
your stockholders' deficit at December 31, 2021 and revise to include
disclosure of your
total capitalization on an actual basis, on a pro forma as adjusted
basis and as adjusted for
the over-allotment option.
Dilution, page 38
2. Please provide to us in your response your calculation of actual and
pro forma net tangible
book value and net tangible book value per share. Please also
reconcile the proceeds
considered in your calculation of dilution with that disclosed in Use
of Proceeds on page
35. Additionally, please reconcile the number of shares held by
existing investors in the
table on the bottom of page 38 with the outstanding shares reflected
in your December 31,
2021 balance sheet on page F-3.
Summary of Cash Flows, page 54
3. The net cash provided by financing activities for the year ended
December 31, 2021 as
disclosed in the table on page 54 does not agree to the amount in your
cash flow statement
on page F-6. Please reconcile and revise these disclosures.
Cash Flows Provided by (used in) Financing Activities, page 55
4. The net cash provided by financing activities during the year ended
December 31, 2021 of
$1.8 million and the shareholder distributions during this period of
$696,575 as discussed
on page 55 do not agree to the amounts in the cash flow statement on
page F-6. Please
reconcile and revise these disclosures.
Consolidated Financial Statements
Consolidated Balance Sheets, page F-3
FirstName LastNameJames Chae
5. The face of your balance sheet indicates that 3,205,000 shares of Class
A common stock
Comapany
wereNameYoshiharu Global Co.
issued and outstanding at December 31, 2020. Please reconcile this
with your
May 16,presentation
2022 Page on
2 your statement of stockholder's equity on page F-5.
FirstName LastName
James Chae
FirstName LastNameJames Chae
Yoshiharu Global Co.
Comapany
May NameYoshiharu Global Co.
16, 2022
May 16,
Page 3 2022 Page 3
FirstName LastName
Consolidated Statements of Cash Flows, page F-6
6. The amount of shareholder contributions and distributions as disclosed
in your statement
of cash flows for the year ended December 31, 2021 do not agree to the
amounts in your
consolidated statements of stockholders' equity for this period or
with the amounts in Note
8. Please reconcile and revise these disclosures.
You may contact Amy Geddes at 202-551-3304 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services