Class A Common Stock, $0.0001 par value
- Symbol
- VSTD
- Exchange
- NASDAQ
- Classification
- COMMON
Current Report · Items 3.03, 5.01, 9.01 · 8-K
Vestand Inc.
Material Modification to Rights of Security Holders · Changes in Control of Registrant
Item 3.03 Material Modification to Rights of Security Holders. On June 23, 2026, BS1 Fund, a shareholder of Vestand Inc. (the “Company”), converted all of its 1,760,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Company (the “BS1 Conversion”).…
Company context
We are a fast-growing Japanese restaurant operator and were borne out of the idea of introducing the modernized Japanese dining experience to customers all over the world. Specializing in Japanese ramen, we gained recognition as a leading ramen restaurant in Southern California within six months of our 2016 debut and have continued to expand our top-notch restaurant service across Southern California, currently operating ten restaurants with an additional two new restaurant stores under construction/development. Further, we acquired three existing restaurants in Las Vegas in early second quarter 2024.
Current securities
Recent company filings
- 25-NSE - filed by Nasdaq Stock Market LLC regarding Vestand Inc.Oct 9, 2026
- Entry into a Material Definitive AgreementAug 13, 2026
- Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingJul 28, 2026
- Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingJun 17, 2026
- Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementMay 28, 2026
Registered securities in this filing
Vestand Inc. · 8-K · Filed 2026-08-10
Disclosure sections
Item 3.03Item 3.03 - Material Modification to Rights
Item
3.03 Material Modification to Rights of Security Holders.
On
June 23, 2026, BS1 Fund, a shareholder of Vestand Inc. (the “Company”), converted all of its 1,760,000 shares of Class B
Common Stock into an equal number of shares of Class A Common Stock of the Company (the “BS1 Conversion”).
Pursuant
to the Company’s Certificate of Incorporation, as amended, each outstanding share of Class B Common Stock automatically converts
into one fully paid and non-assessable share of Class A Common Stock upon the earliest to occur of: (a) the date such shares cease to
be beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by BS1 Fund; or (b) 5:00 p.m.
Pacific Time on the date that BS1 Fund ceases to beneficially own at least 25% of the voting power of all outstanding shares of the Company’s
capital stock.
As
a result of the BS1 Conversion: (i) BS1 Fund ceased to beneficially own any shares of the Company’s Class B Common Stock, and (ii)
BS1 Fund’s beneficial ownership of the voting power of the Company’s outstanding capital stock was reduced to less than 25%.
Accordingly, by operation of the Certificate of Incorporation, all then-outstanding shares of the Company’s Class B Common Stock,
including those held by holders other than BS1 Fund, automatically converted into an equal number of shares of Class A Common Stock.
Prior
to the BS1 Conversion, holders of Class B Common Stock were entitled to cast ten votes per share on any matter submitted to a vote of
the Company’s stockholders. As a result of the BS1 Conversion, all former holders of Class B Common Stock became holders of an
equal number of Class A Common Stock, entitled to cast only one vote per share on all matters subject to a stockholder vote.
Item 5.01Item 5.01 - Changes in Control
Item
5.01 Changes in Control of Registrant.
As
a result of the BS1 Conversion, BS1 Fund no longer controls a majority of the Company’s total voting power.
The
BS1 Conversion represents a dissipation of control, not a “change of control” in the traditional sense, because no third
party acquired control of the Company as a result of the BS1 Conversion.