Asfiled with the Securities and Exchange Commission on January 25, 2022.

RegistrationNo.            

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

YOSHIHARUGLOBAL CO.

(Exactname of registrant as specified in its charter)

6940Beach Blvd. Suite D-705,

BuenaPark, CA 90621

(213)272-1780

(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)

JamesChae

ChiefExecutive Officer

6940Beach Blvd. Suite D-705,

BuenaPark, CA 90621

(213)272-1780

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copiesof all communications, including communications sent to agent for service, should be sent to:

Approximatedate of commencement of proposed sale to the public:

Assoon as practicable after the effective date of this Registration Statement

Ifany of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, as amended (the “Securities Act”) check the following box. ☒

Ifthis form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Ifthis form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

CALCULATIONOF REGISTRATION FEE

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as theSecurities and Exchange Commission, acting pursuant to such section 8(a), may determine.

Theinformation in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor doesit seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

4,000,000UNITS

EachUnit Consisting of One Share of Class A Common Stock and One Warrant to Purchase One Share of Class A Common Stock

Thisis our initial public offering. We are offering 4,000,000 units, each unit consisting of one share of Class A common stock, parvalue $0.0001 per share, and one warrant to purchase one share of Class A common stock, assuming an initial public offering price of$4.50 per unit (which is the midpoint of the estimated range of the initial public offering price shown on the cover page of thisprospectus). We currently estimate that the initial public offering price will be between $4.00 and $5.00 per unit. Each wholeshare exercisable pursuant to the warrants will have an exercise price per share of $5.625, equal to 125% of the initialpublic offering price, assuming an initial public offering price of $4.50 per unit. The warrants will be immediately exercisableand will expire on the fifth anniversary of the original issuance date. The units will not be certificated. The shares of Class A commonstock and related warrants are immediately separable and will be issued separately, but must be purchased together as a unit in thisoffering.

Currently,there is no public market for our common stock or warrants. We have applied to list our Class A common stock under the symbol “YOSH”and our warrants under the symbol “YOSHW,” both on the Nasdaq Capital Market. The closing of this offering is contingentupon the successful listing of our Class A common stock and warrants on the Nasdaq Capital Market.

Followingthis offering, we will have two classes of outstanding common stock, Class A common stock and Class B common stock. Holders of our ClassA common stock are entitled to one vote per share while holders of our Class B common stock are entitled to 10 votes per share, and allsuch holders will vote together as a single class except as otherwise required by applicable law. Each share of Class B common stockis convertible into one share of Class A common stock at the option of the holder, upon transfer or in certain specified circumstances.The beneficial owner of 100% of our Class B common stock is James Chae, our Chief Executive Officer, Chairman of the Board and founder.Upon completion of this offering, we will be controlled by Mr. Chae, who will hold approximately 74.4% of the combined votingpower of our outstanding Class A common stock and Class B common stock, and will have the ability to determine all matters requiringapproval by stockholders.

Weare an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and futurefilings. In addition, following this offering, we will be a “controlled company” within the meaning of the corporate governancerules of the Nasdaq Stock Market. Under these rules, a listed company of which more than 50% of the voting power is held by an individual,group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements,including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) director nominees be selectedor recommended to the board by independent directors or an independent nominating committee, and (iii) we have a compensation committeethat is composed entirely of independent directors. We have nevertheless elected to comply with the requirement that a majority of ourboard consists of independent directors and that our compensation committee be composed entirely of independent directors.

Investingin our Class A common stock and warrants involves a high degree of risk. See Risk Factors beginning on page 12 of this prospectus.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Wehave granted the underwriters the option for a period of 45 days to purchase up to 600,000 additional shares of Class A commonstock and/or up to 600,000 additional warrants (equal to 15% of the shares of Class A common stock and warrants underlying theunits sold in the offering) in any combination thereof, at the initial public offering price less the underwriting discounts and commissions,solely to cover over-allotments, if any.

Theunderwriters expect to deliver the units against payment on or about              ,2022.

EFHUTTON

divisionof Benchmark Investments, LLC

Thedate of this prospectus is          , 2022

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered ormade available to you. We have not, and the underwriters have not, authorized anyone to provide you with additional or different informationfrom that contained in this prospectus and any free writing prospectus we have authorized. We and the underwriters take no responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell,and seeking offers to buy, shares of Class A common stock and warrants only in jurisdictions where offers and sales are permitted. Theinformation in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectusor of any sale of the units. Our business, financial condition, results of operations and prospects may have changed since that date.

Thisprospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond ourcontrol. “Risk Factors” and “Special Note Regarding Forward-Looking Statements” contain additional informationregarding these risks.

Forinvestors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering, or possessionor distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Personsoutside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relatingto, the offering of the units and the distribution of this prospectus outside of the United States. See “Underwriting.”

DEALERPROSPECTUS DELIVERY OBLIGATION

Throughand including        , 2022 (the 25th day after the date of the prospectus), all dealers that effecttransactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is inaddition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotmentsor subscriptions.

MARKETAND INDUSTRY DATA

Unlessotherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based oninformation from independent industry and research organizations, other third-party sources (including industry publications, surveysand forecasts), and management estimates. Management estimates are derived from publicly available information released by independentindustry analysts and third-party sources, as well data from internal research, and are based on assumptions made by us upon reviewingsuch data and our knowledge of such industry and markets which we believe to be reasonable. Although we believe the data from these third-partysources are reliable as of their respective dates, neither we nor the underwriters have independently verified the accuracy or completenessof this information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operateand our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in“Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause resultsto differ materially from those expressed in the estimates made by the independent parties and by us.

TRADEMARKS,SERVICE MARKS AND TRADE NAMES

Weown or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business.This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respectiveowners. Our use or display of third parties’ trademarks, service marks, trade names or food products in this prospectus is notintended to imply a relationship with, or endorsement or sponsorship by, these other parties. Solely for convenience, the trademarks,service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but such references arenot intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights ofthe applicable licensor to these trademarks, service marks and trade names.

BASISOF PRESENTATION

Certainmonetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figuresshown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentagesin the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precedethem.

Inthis prospectus, “Yoshiharu Global Co.,” “Yoshiharu Global” “Yoshiharu,” “we,” “us,”“our,” “our company” and the “Company” refer to Yoshiharu Global Co., together with its wholly ownedsubsidiaries Yoshiharu Holdings Co., or Yoshiharu Holdings, Yoshiharu Asset Co. (as defined below) and Yoshiharu Franchise Co. (as definedbelow) unless expressly indicated or the context otherwise requires. “Yoshiharu Holdings,” refers to Yoshiharu Holdings Co.,a California corporation, our wholly owned subsidiary holding company, which directly owns all of our current stores. “YoshiharuAsset” refers to Yoshiharu Asset Co., a California corporation, our wholly owned subsidiary, which owns all our intellectual propertyassets. “Yoshiharu Franchise” refers to Yoshiharu Franchise Co., a California corporation, our wholly owned subsidiary, whichwill hold the master franchisor license.

Wesometimes refer to our Class A common stock as “common stock,” unless the context otherwise requires. We sometimes referto our Class A common stock and Class B common stock as “equity interests” when described on an aggregate basis. On all mattersto be voted on by stockholders, holders of our Class A common stock are entitled to one vote per share while holders of our Class B commonstock are entitled to 10 votes per share. Each share of Class B common stock is convertible into one share of Class A common stock atthe option of the holder, upon transfer or in certain specified circumstances. With the exception of voting rights and conversion rights,holders of Class A and Class B common stock will have identical rights. The terms “dollar” or “$” refer to U.S.dollars, the lawful currency of the United States.

TheCompany’s fiscal year end is December 31. Our financial statements are prepared in U.S. dollars and in accordance with accountingprinciples generally accepted in the United States (“GAAP”).

NON-GAAPFINANCIAL MEASURES

Certainfinancial measures presented in this prospectus, such as EBITDA, Adjusted EBITDA, Restaurant-level Contribution and Restaurant-levelContribution margin are not recognized under GAAP. We define these terms as follows:

EBITDA,Adjusted EBITDA, Restaurant-level Contribution and Restaurant-level Contribution margin are intended as supplemental measures of ourperformance that are neither required by, nor presented in accordance with, GAAP. We are presenting EBITDA, Adjusted EBITDA, Restaurant-levelContribution and Restaurant-level Contribution margin because we believe that they provide useful information to management and investorsregarding certain financial and business trends relating to our financial condition and operating results. Additionally, we present Restaurant-levelContribution because it excludes the impact of general and administrative expenses which are not incurred at the restaurant-level. Wealso use Restaurant-level Contribution to measure operating performance and returns from opening new restaurants.

Webelieve that the use of EBITDA, Adjusted EBITDA, Restaurant-level Contribution and Restaurant-level Contribution margin provides an additionaltool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measureswith those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be awarethat Restaurant-level Contribution and Restaurant-level Contribution margin are financial measures which are not indicative of overallresults for the Company, and Restaurant-level Contribution and Restaurant-level Contribution margin do not accrue directly to the benefitof stockholders because of corporate-level expenses excluded from such measures. In addition, you should be aware when evaluating EBITDA,Adjusted EBITDA, Restaurant-level Contribution and Restaurant-level Contribution margin that in the future we may incur expenses similarto those excluded when calculating these measures. Our presentation of these measures should not be construed as an inference that ourfuture results will be unaffected by unusual or non-recurring items. Our computation of EBITDA, Adjusted EBITDA, Restaurant-level Contributionand Restaurant-level Contribution margin may not be comparable to other similarly titled measures computed by other companies, becauseall companies may not calculate EBITDA, Adjusted EBITDA, Restaurant-level Contribution and Restaurant-level Contribution margin in thesame fashion.

Becauseof these limitations, EBITDA, Adjusted EBITDA, Restaurant-level Contribution and Restaurant-level Contribution margin should not be consideredin isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relyingprimarily on our GAAP results and using EBITDA, Adjusted EBITDA, Restaurant-level Contribution and Restaurant-level Contribution marginon a supplemental basis. For a reconciliation of net income to EBITDA and Adjusted EBITDA and a reconciliation of net restaurantoperating income (loss) to Restaurant-level Contribution, see “Summary Historical Financial and Operating Data.”

ADDITIONALFINANCIAL MEASURES AND OTHER DATA

“AverageUnit Volumes” or “AUVs” consist of the average annual sales of all restaurants that have been open for 3 months orlonger at the end of the fiscal year presented. AUVs are calculated by dividing (x) annual sales for the fiscal year presented for allsuch restaurants by (y) the total number of restaurants in that base. We make fractional adjustments to sales for restaurants that werenot open for the entire fiscal year presented (e.g., a restaurant is closed for renovation) to annualize sales for such period of time.This measurement allows management to assess changes in consumer spending patterns at our restaurants and the overall performance ofour restaurant base. Since AUVs are calculated based on annual sales for the fiscal year presented, they are not presented in this prospectuson an interim basis for the nine months ended September 30, 2020 and 2021.

“Comparablerestaurant sales growth” refers to the change in year-over-year sales for the comparable restaurant base. We include restaurantsin the comparable restaurant base that have been in operation for at least 3 months prior to the start of the accounting period presented.Growth in comparable restaurant sales represents the percent change in sales from the same period in the prior year for the comparablerestaurant base. For the fiscal years ended December 31, 2019 and December 31, 2020, there were 4 and 5 restaurants, respectively, inour comparable restaurant base. For the nine months ended September 30, 2020 and September 30, 2021, there were 5 and 6 restaurants,respectively, in our comparable restaurant base. This measure highlights performance of these mature restaurants, as the impact of newrestaurant openings is excluded. The small number of restaurants in our comparable restaurant base may cause this measure to fluctuateand be unpredictable.

“Numberof restaurant openings” reflects the number of restaurants opened during a particular reporting period. Before we open new restaurants,we incur pre-opening costs. New restaurants may not be profitable, and their sales performance may not follow historical patterns. Thenumber and timing of restaurant openings has had, and is expected to continue to have, an impact on our results of operations.

“Averagecheck” is defined as (x) sales, divided by (y) restaurant guest count for a given period of time. This is an indicator which managementuses to analyze the dollars spent per guest in our restaurants and aids management in identifying trends in guest preferences and theeffectiveness of menu changes and price increases.

RISKFACTORS

Aninvestment in our Class A common stock and warrants, which we refer to in this prospectus as our “securities,” involves ahigh degree of risk. You should carefully consider the risks and uncertainties described below before deciding whether to purchase sharesof our Class A common stock. In assessing these risks, you should also refer to the other information contained in this prospectus, includingour financial statements and related notes. If any of the risks described below actually occur, our business, financial condition orresults of operations could be materially adversely affected. In any such case, the trading price of our Class A common stock or warrantscould decline and you could lose all or part of your investment. The risks below are not the only risks we face. Additional risks anduncertainties not currently known to us or those we currently view to be immaterial also may materially and adversely affect our business,properties, operating results or financial condition.

RisksRelated to Our Business and Industry

Ourlong-term success is highly dependent on our ability to successfully identify and secure appropriate sites and timely develop and expandour operations in existing and new markets.

Oneof the key means of achieving our growth strategies will be through opening and operating new restaurants on a profitable basis for theforeseeable future. We opened one new restaurant in fiscal year 2019 and one new restaurant in fiscal year 2020 by utilizing approximately25% of the net proceeds of this offering. We have opened one new restaurant in fiscal year 2021. We currently have 3 locationsunder construction, and we expect to open an additional 8 new restaurants (4 of which have been identified) in fiscal year2022. We identify target markets where we can enter or expand, taking into account numerous factors such as the locations of our currentrestaurants, demographics, traffic patterns and information gathered from various sources. We may not be able to open our planned newrestaurants within budget or on a timely basis, if at all, given the uncertainty of these factors, which could adversely affect our business,financial condition and results of operations. As we operate more restaurants, our rate of expansion relative to the size of our restaurantbase will eventually decline.

Thenumber and timing of new restaurants opened during any given period may be negatively impacted by a number of factors including, withoutlimitation:

Accordingly,we cannot assure you that we will be able to successfully expand as we may not correctly analyze the suitability of a location or anticipateall of the challenges imposed by expanding our operations. Our growth strategy, and the substantial investment associated with the developmentof each new restaurant, may cause our operating results to fluctuate and be unpredictable or adversely affect our business, financialcondition or results of operations. If we are unable to expand in existing markets or penetrate new markets, our ability to increaseour sales and profitability may be materially harmed or we may face losses.

Ourrestaurant base is geographically concentrated in California, and we could be negatively affected by conditions specific to California.

Adversechanges in demographic, unemployment, economic, regulatory or weather conditions in California have had, and may continue to have, materialadverse effects on our business, financial condition or results of operations. As a result of our concentration in California, we havebeen, and in the future may be, disproportionately affected by adverse conditions in this specific market compared to other chain restaurantswith a national footprint.

Ourexpansion into new markets may present increased risks due in part to our unfamiliarity with the areas and may make our future resultsunpredictable.

Asof September 30, 2021, we have opened one new restaurant in fiscal year 2021 and we currently have 3 locations under construction.We plan to continue to increase the number of our restaurants in the next several years as part of our expansion strategy and expectto open an additional 8 new restaurants (4 of which have been identified) in 2022 by utilizing approximately 25% ofthe net proceeds of this offering. We may in the future open restaurants in markets where we have little or no operating experience.This growth strategy and the substantial investment associated with the development of each new restaurant may cause our operating resultsto fluctuate and be unpredictable or adversely affect our business, financial condition or results of operations. Restaurants we openin new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancyor operating costs than restaurants we open in existing markets, thereby affecting our overall profitability. New markets may have competitiveconditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing marketsand there may be little or no market awareness of our brand in these new markets. We may need to make greater investments than we originallyplanned in advertising and promotional activity in new markets to build brand awareness. We also may find it more difficult in new marketsto hire, motivate and keep qualified employees who share our vision, passion and business culture. If we do not successfully executeour plans to enter new markets, our business, financial condition or results of operations could be materially adversely affected.

Newrestaurants, once opened, may not be profitable, and the increases in average restaurant sales and comparable restaurant sales that wehave experienced in the past may not be indicative of future results.

Newrestaurants may not be profitable and their sales performance may not follow historical patterns. In addition, our average restaurantsales and comparable restaurant sales may not increase at the rates achieved over the past several years. Our ability to operate newrestaurants profitably and increase average restaurant sales and comparable restaurant sales will depend on many factors, some of whichare beyond our control, including:

Ifour new restaurants do not perform as planned, our business and future prospects could be harmed. In addition, if we are unable to achieveour expected average restaurant sales, our business, financial condition or results of operations could be adversely affected.

Oursales and profit growth could be adversely affected if comparable restaurant sales are less than we expect.

Thelevel of comparable restaurant sales growth, which represents the change in year-over-year sales for restaurants open for at least 3months, could affect our sales growth. Our ability to increase comparable restaurant sales depends in part on our ability to successfullyimplement our initiatives to build sales. It is possible such initiatives will not be successful, that we will not achieve our targetcomparable restaurant sales growth or that the change in comparable restaurant sales could be negative, which may cause a decrease inour profitability and would materially adversely affect our business, financial condition or results of operations. See “Management’sDiscussion and Analysis of Financial Condition and Results of Operations.”

Ourfailure to manage our growth effectively could harm our business and operating results.

Ourgrowth plan includes opening new restaurants. Our existing restaurant management systems, financial and management controls and informationsystems may be inadequate to support our planned expansion. Managing our growth effectively will require us to continue to enhance thesesystems, procedures and controls and to hire, train and retain managers and team members. We may not respond quickly enough to the changingdemands that our expansion will impose on our management, restaurant teams and existing infrastructure which could harm our business,financial condition or results of operations.

Ourlimited number of restaurants, the significant expense associated with opening new restaurants, and the unit volumes of our new restaurantsmakes us susceptible to significant fluctuations in our results of operations.

Asof September 30, 2021, we operate 6 restaurants. We opened one new restaurant in fiscal year 2019 and one new restaurant in fiscal year2020. We have opened one new restaurant in fiscal year 2021. We currently have 3 locations under construction, and we expect toopen 8 new restaurants (4 of which have been identified) in fiscal year 2022 by utilizing approximately 25% of the netproceeds of this offering. The capital resources required to develop each new restaurant are significant. On average, we estimatethat our restaurants require a cash build-out cost of approximately $350,000-$550,000 per restaurant, net of landlord tenant improvementallowances and pre-opening costs and assuming that we do not purchase the underlying real estate. Actual costs may vary significantlydepending upon a variety of factors, including the site and size of the restaurant and conditions in the local real estate and labormarkets. The combination of our relatively small number of existing restaurants, the significant investment associated with each newrestaurant, variance in the operating results in any one restaurant, or a delay or cancellation in the planned opening of a restaurantcould materially affect our business, financial condition or results of operations.

Adecline in visitors to any of the retail centers, shopping malls, lifestyle centers, or entertainment centers where our restaurants arelocated could negatively affect our restaurant sales.

Ourrestaurants are primarily located in high-activity areas such as retail centers, shopping malls, lifestyle centers, and entertainmentcenters. We depend on high visitor rates at these centers to attract guests to our restaurants. Factors that may result in decliningvisitor rates include economic or political conditions, anchor tenants closing in retail centers or shopping malls in which we operate,changes in consumer preferences or shopping patterns, changes in discretionary consumer spending, increasing petroleum prices, or otherfactors, which may adversely affect our business, financial condition or results of operations.

We have incurred operating losses and may not be profitable inthe future. Our plans to maintain and increase liquidity may not be successful. The report of the independent registered public accountingfirm includes a going concern uncertainty explanatory paragraph.

We incurreda net loss of $42,968 for the nine months ended September 20, 2021 and had an accumulated deficit of $2,586,790 and cash of $53,299on September 30, 2021. These factors raise substantial doubt as to our ability to continue as a going concern, and our independent registeredpublic accounting firm has included a going concern uncertainty explanatory paragraph in their report dated December 15, 2021. The Companycurrently generates its cash flow through its operating profit, sales of common shares and borrowings from banks. The Company also had cash flow from operationsof $591,452 for the nine months ended September 30, 2021 and $82,354 for the year ended December 31, 2020. As of the date of this prospectus,the Company has not experienced any difficulty in raising funds through bank loans, and has not experienced any liquidity problems insettling payables in the normal course of business and repaying bank loans when they fall due. Successful renewal of our bank loans,however, is subject to numerous risks and uncertainties. In addition, the increasingly competitive industry conditions under which weoperate have negatively impacted our results of operations and cash flows and may continue to do so in the future. These factors raisesubstantial doubt about our ability to continue as a going concern.

Wedepend on our senior management team and other key employees, and the loss of one or more key personnel or an inability to attract, hire,integrate and retain highly skilled personnel could have an adverse effect on our business, financial condition or results of operations.

Oursuccess depends largely upon the continued services of our key executives, including James Chae. We also rely on our leadership teamin setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying expansionopportunities, arranging necessary financing, and for general and administrative functions. From time to time, there may be changes inour executive management team resulting from the hiring or departure of executives, which could disrupt our business. The loss or replacementof one or more of our executive officers or other key employees could have a serious adverse effect on our business, financial conditionor results of operations.

Tocontinue to execute our growth strategy, we also must identify, hire and retain highly skilled personnel. We might not be successfulin continuing to attract and retain qualified personnel. Failure to identify, hire and retain necessary key personnel could have a materialadverse effect on our business, financial condition or results of operations.

Openingnew restaurants in existing markets may negatively affect sales at our existing restaurants.

Theconsumer target area of our restaurants varies by location, depending on a number of factors, including population density, other localretail and business attractions, area demographics and geography. As a result, the opening of a new restaurant in or near markets inwhich we already have restaurants could adversely affect the sales of these existing restaurants and thereby adversely affect our business,financial condition or results of operations. Existing restaurants could also make it more difficult to build our consumer base for anew restaurant in the same market. Our core business strategy does not entail opening new restaurants that we believe will materiallyaffect sales at our existing restaurants, but we may selectively open new restaurants in and around areas of existing restaurants thatare operating at or near capacity to effectively serve our guests. Sales cannibalization between our restaurants may become significantin the future as we continue to expand our operations and could affect our sales growth, which could, in turn, materially adversely affectour business, financial condition or results of operations.

Ouroperating results and growth strategies will be closely tied to the success of our future franchise partners and we will have limitedcontrol with respect to their operations. Additionally, our franchise partners’ interests may conflict or diverge with our interestsin the future, which could have a negative impact on our business.

Aswe grow, we will depend on the financial success and cooperation of our future franchise partners for our success. Our franchise partnerswill be independent business operators and will not be our employees, and as such we have limited control over how our franchise partnerswill run their businesses, and their inability to operate successfully could adversely affect our operating results.

Wewill receive royalties, franchise fees, contributions to our marketing development fund, and other fees from our franchise partners.Additionally, we will sell proprietary products to our franchise partners at a markup over our cost to produce. We expect to establishoperational standards and guidelines for our franchise partners; however, we will have limited control over how our franchise partners’businesses are run, including day to day operations. Even with these operation standards and guidelines, the quality of franchised storesmay be diminished by any number of factors beyond our control. Consequently, our franchise partners may not successfully operate storesin a manner consistent with our standards and requirements, such as quality, service and cleanliness, or may not hire and train qualifiedstore managers and other store personnel or may not implement marketing programs and major initiatives such as store remodels or equipmentor technology upgrades, which may require financial investment. Even if such unsuccessful operations do not rise to the level of breachingthe related franchise documents, they may be attributed by customers to our brand and could have a negative impact on our business.

Ourfranchise partners may not be able to secure adequate financing to open or continue operating their stores. If they incur too much debtor if economic or sales trends deteriorate such that they are unable to repay existing debt, our franchise partners could experiencefinancial distress or even bankruptcy. If a significant number of our franchise partners were to become financially distressed, it couldharm our operating results through reduced royalty revenue, marketing fees, and proprietary product sales and the impact on our profitabilitycould be greater than the percentage decrease in these revenue streams.

Whilewe are responsible for ensuring the success of our entire system of stores and for taking a longer term view with respect to system improvements,our franchise partners will have individual business strategies and objectives, which might conflict with our interests. Our future franchisepartners may from time to time disagree with us and our strategies and objectives regarding the business or our interpretation of ourrespective rights and obligations under the franchise agreement and the terms and conditions of the franchise partner relationship. Thismay lead to disputes with our franchise partners and we expect such disputes to occur from time to time in the future. Such disputesmay result in legal action against us. To the extent we have such disputes, the attention, time and financial resources of our managementand our future franchise partners will be diverted from our stores, which could harm our business even if we have a successful outcomein the dispute.

Actionsor omissions by our future franchise partners in violation of various laws may be attributed to us or result in negative publicity thataffects our overall brand image, which may decrease consumer demand for our products. Franchise partners may engage in online activityvia social media or activity in their personal lives that negatively impacts public perception of our franchise partners’ or ouroperations or our brand as a whole. This activity may negatively affect franchise partners’ sales and in turn impact our revenue.

Inaddition, various state and federal laws govern our relationship with our future franchise partners and our potential sale of a franchise.A future franchise partner and/or a government agency may bring legal action against us based on the franchisee/franchisor relationshipsthat could result in the award of damages to a franchise partner and/or the imposition of fines or other penalties against us.

Operatingresults at our restaurants could be significantly affected by competition in the restaurant industry in general and, in particular, withinthe dining segments of the restaurant industry in which we compete.

Weface significant competition from a variety of restaurants offering both Asian and non-Asian cuisine, as well as takeout offerings fromgrocery stores and other outlets where Asian food is sold. These segments are highly competitive with respect to, among other things,product quality, dining experience, ambience, location, convenience, value perception, and price. Our competition continues to intensifyas competitors increase the breadth and depth of their product offerings and open new locations. These competitors may have, among otherthings, chefs who are widely known to the public that may generate more notoriety for those competitors as compared to our brand. Wealso compete with many restaurant and retail establishments for site locations and restaurant-level employees.

Severalof our competitors offering Asian and related choices may look to compete with us on price, quality and service. Any of these competitivefactors may materially adversely affect our business, financial condition or results of operations.

Negativepublicity relating to one of our restaurants could reduce sales at some or all of our other restaurants.

Oursuccess is dependent in part upon our ability to maintain and enhance the value of our brand and consumers’ connection to our brand.We may, from time to time, be faced with negative publicity relating to food quality, restaurant facilities, guest complaints or litigationalleging illness or injury, health inspection scores, integrity of our or our suppliers’ food processing, employee relationshipsor other matters, regardless of whether the allegations are valid or whether we are held to be responsible. The negative impact of adversepublicity relating to one restaurant may extend far beyond the restaurant involved to affect some or all of our other restaurants, therebycausing an adverse effect on our business, financial condition or results of operations. A similar risk exists with respect to unrelatedfood service businesses, if consumers associate those businesses with our own operations.

Theconsiderable expansion in the use of social media over recent years can further amplify any negative publicity that could be generatedby such incidents. Many social media platforms immediately publish the content their subscribers and participants post, often withoutfilters or checks on accuracy of the content posted. Information posted on such platforms may be adverse to our interests and/or maybe inaccurate. The dissemination of inaccurate or irresponsible information online could harm our business, reputation, prospects, financialcondition, or results of operations, regardless of the information’s accuracy. The damage may be immediate without affording usan opportunity for redress or correction.

Additionally,employee claims against us based on, among other things, wage and hour violations, discrimination, harassment or wrongful terminationmay also create negative publicity that could adversely affect us and divert our financial and management resources that would otherwisebe used to benefit the future performance of our operations. A significant increase in the number of these claims or an increase in thenumber of successful claims could materially adversely affect our business, financial condition or results of operations. Consumer demandfor our restaurants and our brand’s value could diminish significantly if any such incidents or other matters create negative publicityor otherwise erode consumer confidence in us or our restaurants, which would likely result in lower sales and could materially adverselyaffect our business, financial condition or results of operations.

Foodsafety and foodborne illness concerns could have an adverse effect on our business, financial condition or results of operations.

Wecannot guarantee that our internal controls and training will be fully effective in preventing all food safety issues at our restaurants,including any occurrences of foodborne illnesses such as salmonella, E. coli and hepatitis A. In addition, there is no guarantee thatour restaurant locations will maintain the high levels of internal controls and training we require at our restaurants. Furthermore,we rely on third-party vendors, making it difficult to monitor food safety compliance and increasing the risk that foodborne illnesswould affect multiple locations rather than a single restaurant. Some foodborne illness incidents could be caused by third-party vendorsand transporters outside of our control. New illnesses resistant to our current precautions may develop in the future, or diseases withlong incubation periods could arise, that could give rise to claims or allegations on a retroactive basis. One or more instances of foodborneillness in any of our restaurants or markets or related to food products we sell could negatively affect our restaurant sales nationwideif highly publicized on national media outlets or through social media. This risk exists even if it were later determined that the illnesswas wrongly attributed to us or one of our restaurants. A number of other restaurant chains have experienced incidents related to foodborneillnesses that have had a material adverse effect on their operations. The occurrence of a similar incident at one or more of our restaurants,or negative publicity or public speculation about an incident, could materially adversely affect our business, financial condition orresults of operations.

Governmentalregulation may adversely affect our ability to open new restaurants or otherwise adversely affect our business, financial condition orresults of operations.

Weare subject to various federal, state and local regulations. Our restaurants are subject to state and local licensing and regulationby health, alcoholic beverage, sanitation, food and occupational safety and other agencies. We may experience material difficulties orfailures in obtaining the necessary licenses, approvals or permits for our restaurants, which could delay planned restaurant openingsor affect the operations at our existing restaurants. In addition, stringent and varied requirements of local regulators with respectto zoning, land use and environmental factors could delay or prevent development of new restaurants in particular locations.

Weare subject to the U.S. Americans with Disabilities Act and similar state laws that give civil rights protections to individuals withdisabilities in the context of employment, public accommodations and other areas, including our restaurants. We may in the future haveto modify restaurants, for example, by adding access ramps or redesigning certain architectural fixtures, to provide service to or makereasonable accommodations for disabled persons. The expenses associated with these modifications could be material.

Ouroperations are also subject to the U.S. Occupational Safety and Health Act, which governs worker health and safety, the U.S. Fair LaborStandards Act, which governs such matters as minimum wages and overtime, and a variety of similar federal, state and local laws thatgovern these and other employment law matters. In addition, federal, state and local proposals related to paid sick leave or similarmatters could, if implemented, materially adversely affect our business, financial condition or results of operations.

Werely significantly on certain vendors and suppliers, which could adversely affect our business, financial condition or results of operations.

Ourability to maintain consistent price and quality throughout our restaurants depends in part upon our ability to acquire specified foodproducts and supplies in sufficient quantities from third-party vendors and suppliers at a reasonable cost. We do not control the businessesof our vendors and suppliers and our efforts to specify and monitor the standards under which they perform may not be successful. Furthermore,certain food items are perishable, and we have limited control over whether these items will be delivered to us in appropriate conditionfor use in our restaurants. If any of our vendors or other suppliers are unable to fulfill their obligations to our standards, or ifwe are unable to find replacement providers in the event of a supply or service disruption, we could encounter supply shortages and incurhigher costs to secure adequate supplies, which could materially adversely affect our business, financial condition or results of operations.

Inaddition, we use various third-party vendors to provide, support and maintain most of our management information systems. We also outsourcecertain accounting, payroll and human resource functions to business process service providers. The failure of such vendors to fulfilltheir obligations could disrupt our operations. Additionally, any changes we may make to the services we obtain from our vendors, ornew vendors we employ, may disrupt our operations. These disruptions could materially adversely affect our business, financial conditionor results of operations.

Changesin food and supply costs could adversely affect our business, financial condition or results of operations. 

Our profitabilitydepends in part on our ability to anticipate and react to changes in food and supply costs, especially in light of recent supply chaindisruptions. For example, we believe that the cost of certain essential supplies (i.e. gloves and canola oil) has increased as a resultof lower supply attributable to supply chain interruptions. Shortages or interruptions in the availability of certain supplies causedby unanticipated demand, problems in production or distribution, food contamination, inclement weather or other conditions could adverselyaffect the availability, quality and cost of our ingredients, which could harm our operations. Any further increase in the pricesof the food products most critical to our menu, such as canola oil, rice, meats, fish and other seafood, as well as fresh vegetables,could materially and adversely affect our business, financial condition or results from operations. Although we try to managethe impact that these fluctuations have on our operating results, we remain susceptible to continued increases in food andother essential supply costs as a result of factors beyond our control, such as the current supply chain interruptions, generaleconomic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, generalized infectious diseases, productrecalls and government regulations.

Ifany of our distributors or suppliers performs inadequately, or our distribution or supply relationships are disrupted for any reason,our business, financial condition, results of operations or cash flows could be adversely affected. If we cannot replace or engage distributorsor suppliers who meet our specifications in a short period of time, that could increase our expenses and cause shortages of food andother items at our restaurants, which could cause a restaurant to remove items from its menu. If that were to happen, affected restaurantscould experience significant reductions in sales during the shortage or thereafter, if guests change their dining habits as a result.In addition, because we provide moderately priced food, we may choose not to, or may be unable to, pass along commodity price increasesto consumers. These potential changes in food and supply costs could materially adversely affect our business, financial condition orresults of operations.

Failureto receive frequent deliveries of fresh food ingredients and other supplies could harm our business, financial condition or results ofoperations.

Our ability tomaintain our menu depends in part on our ability to acquire ingredients that meet our specifications from reliable suppliers. To date,notwithstanding the current supply chain disruptions which we believe have attributed to increased costs, deliveries have been consistentand not a source of material disruption to our business. However, shortages or interruptions in the supply of ingredients causedby unanticipated demand, problems in production or distribution, food contamination, inclement weather or other conditions could adverselyaffect the availability and quality of our ingredients in the future, which could harm our business, financial conditionor results of operations. If any of our distributors or suppliers performs inadequately, or our distribution or supply relationshipsare materially disrupted for any reason, our business, financial condition or results of operations could be adversely affected.If we cannot replace or engage distributors or suppliers who meet our specifications in a short period of time, that could increase ourexpenses and cause shortages of food and other items at our restaurants, which could cause a restaurant to remove items from its menu.If that were to happen, affected restaurants could experience significant reductions in sales during the shortage or thereafter, if guestschange their dining habits as a result. This reduction in sales could materially adversely affect our business, financial condition orresults of operations.

Inaddition, our approach to competing in the restaurant industry depends in large part on our continued ability to provide authentic andtraditional Japanese cuisine that is free from artificial ingredients. As we increase our use of these ingredients, the ability of oursuppliers to expand output or otherwise increase their supplies to meet our needs may be constrained. We could face difficulties to obtaina sufficient and consistent supply of these ingredients on a cost-effective basis.

Labordisputes may disrupt our operations and affect our profitability, thereby causing a material adverse effect on our business, financialcondition or results of operations.

Asan employer, we are presently, and may in the future be, subject to various employment-related claims, such as individual or class actionsor government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour,labor standards or healthcare and benefit issues. Any future actions if brought against us and successful in whole or in part, may affectour ability to compete or could materially adversely affect our business, financial condition or results of operations.

Theminimum wage, particularly in California, continues to increase and is subject to factors outside of our control.

Wehave a substantial number of hourly employees who are paid wage rates based on the applicable federal or state minimum wage. Since January1, 2021, the State of California has a minimum wage of $14.00 per hour. Effective January 1, 2022, the State of California will havea minimum wage of $15.00 per hour. Moreover, municipalities may set minimum wages above the applicable state standards, including inthe municipalities in which we operate.

Thefederal minimum wage has been $7.25 per hour since July 24, 2009. Any of federally-mandated, state-mandated or municipality-mandatedminimum wages may be raised in the future which could have a materially adverse effect on our business, financial condition or resultsof operations. If menu prices are increased by us to cover increased labor costs, the higher prices could adversely affect sales andthereby reduce our margins and adversely affect our business, financial condition or results of operations.

Changesin employment laws may adversely affect our business, financial condition, results of operations or cash flow.

Variousfederal and state labor laws govern the relationship with our employees and affect operating costs. These laws include employee classificationas exempt/non-exempt for overtime and other purposes, minimum wage requirements, tips and gratuity payments, unemployment tax rates,workers’ compensation rates, immigration status and other wage and benefit requirements. Significant additional government-imposedincreases in the following areas could materially affect our business, financial condition, operating results or cash flow:

Ifwe face labor shortages, increased labor costs or unionization activities, our growth, business, financial condition and operating resultscould be adversely affected.

Labor is aprimary component in the cost of operating our restaurants. We are currently experiencing labor shortages which is a risk that weshare with our competitors. Availability of qualified employees is scarce. Additionally, labor costs have increased due to recentminimum wage increases in California and the fact that we employ fewer employees who are working extended hours and therefore we areexperiencing an increase of overtime payable to such employees, If we continue to face labor shortages or increased laborcosts because of these factors or as a result of increased competition for employees, higher employee turnover rates,additional increases in federal, state or local minimum wage rates or other employee benefits costs (including costs associatedwith health insurance coverage), our operating expenses could increase and our growth could be adversely affected. In addition, oursuccess depends in part upon our ability to attract, motivate and retain a sufficient number of well-qualified restaurant operatorsand management personnel, as well as a sufficient number of other qualified employees, to keep pace with our expansion schedule.Qualified individuals needed to fill these positions are in short supply in some geographic areas. In addition, restaurants havetraditionally experienced relatively high employee turnover rates. We are experiencing problems in recruiting andretaining employees, and our ability to recruit and retain such individuals may delay the planned openings of new restaurantsor result in higher employee turnover in existing restaurants, which could have a material adverse effect on our business, financialcondition or results of operations.

Ifwe are unable to recruit and retain sufficiently qualified individuals, our business and our growth could be adversely affected, therebyadversely affecting or business, financial condition or results of operations. Competition for these employees could require us to payhigher wages, which could result in higher labor costs. In addition, additional increases in the minimum wage would increase ourlabor costs. Additionally, costs associated with workers’ compensation are rising, and these costs may continue to rise in thefuture. We may be unable to increase our menu prices in order to pass these increased labor costs on to consumers, in which case ourmargins would be negatively affected, which could materially adversely affect our business, financial condition or results of operations.

Althoughnone of our employees are currently covered under collective bargaining agreements, our employees may elect to be represented by laborunions in the future. If a significant number of our employees were to become unionized and collective bargaining agreement terms weresignificantly different from our current compensation arrangements, it could adversely affect our business, financial condition or resultsof operations.

Ourbusiness could be adversely affected by a failure to obtain visas or work permits or to properly verify the employment eligibility ofour employees.

Althoughwe require all workers to provide us with government-specified documentation evidencing their employment eligibility, some of our employeesmay, without our knowledge, be unauthorized workers. Unauthorized workers are subject to deportation and may subject us to fines or penalties,and if any of our workers are found to be unauthorized, we could experience adverse publicity that may negatively impact our brand andmay make it more difficult to hire and keep qualified employees. Termination of a significant number of employees who are unauthorizedemployees may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in adverse publicity.We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeepingobligations of federal and state immigration compliance laws. These factors could materially adversely affect our business, financialcondition or results of operations.

Compliancewith environmental laws may negatively affect our business.

Weare subject to federal, state and local laws and regulations concerning waste disposal, pollution, protection of the environment, andthe presence, discharge, storage, handling, release and disposal of, and exposure to, hazardous or toxic substances. These environmentallaws provide for significant fines and penalties for noncompliance and liabilities for remediation, sometimes without regard to whetherthe owner or operator of the property knew of, or was responsible for, the release or presence of hazardous toxic substances. Third partiesmay also make claims against owners or operators of properties for personal injuries and property damage associated with releases of,or actual or alleged exposure to, such hazardous or toxic substances at, on or from our restaurants. Environmental conditions relatingto releases of hazardous substances at prior, existing or future restaurant sites could materially adversely affect our business, financialcondition or results of operations. Further, environmental laws, and the administration, interpretation and enforcement thereof, aresubject to change and may become more stringent in the future, each of which could materially adversely affect our business, financialcondition or results of operations.

Changesin economic conditions could materially affect our ability to maintain or increase sales at our restaurants or open new restaurants.

Therestaurant industry depends on consumer discretionary spending. The United States in general or the specific markets in which we operatemay suffer from depressed economic activity, recessionary economic cycles, higher fuel or energy costs, low consumer confidence, highlevels of unemployment, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies, reduced accessto credit or other economic factors that may affect consumers’ discretionary spending. Sales in our restaurants could decline ifconsumers choose to dine out less frequently or reduce the amount they spend on meals while dining out. Negative economic conditionsmight cause consumers to make long-term changes to their discretionary spending behavior, including dining out less frequently on a permanentbasis. If restaurant sales decrease, our profitability could decline as we spread fixed costs across a lower level of sales. Reductionsin staff levels, asset impairment charges and potential restaurant closures could result from prolonged negative restaurant sales, whichcould materially adversely affect our business, financial condition or results of operations.

Newinformation or attitudes regarding diet and health could result in changes in regulations and consumer consumption habits that couldadversely affect our business, financial condition or results of operations.

Changesin attitudes regarding diet and health or new information regarding the adverse health effects of consuming certain foods could resultin changes in government regulation and consumer eating habits that may impact our business, financial condition or results of operations.These changes have resulted in, and may continue to result in, laws and regulations requiring us to disclose the nutritional contentof our food offerings, and they have resulted in, and may continue to result in, laws and regulations affecting permissible ingredientsand menu offerings. For example, a number of jurisdictions have enacted menu labeling laws requiring multi-unit restaurant operatorsto disclose to consumers certain nutritional information, or have enacted legislation restricting the use of certain types of ingredientsin restaurants. These requirements may be different or inconsistent with requirements we are subject to under the Patient Protectionand Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act, collectively, the “ACA,”which establishes a uniform, federal requirement for certain restaurants to post nutritional information on their menus. Specifically,the ACA requires chain restaurants with 20 or more locations operating under the same name and offering substantially the same menusto publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorieinformation in the context of a total daily calorie intake. The ACA also requires covered restaurants to provide to consumers, upon request,a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boardsabout the availability of this information upon request. Unfavorable publicity about, or guests’ reactions to, our menu ingredients,the size of our portions or the nutritional content of our menu items could negatively influence the demand for our offerings, therebyadversely affecting our business, financial condition or results of operations.

Compliancewith current and future laws and regulations regarding the ingredients and nutritional content of our menu items may be costly and time-consuming.Additionally, if consumer health regulations or consumer eating habits change significantly, we may be required to modify or discontinuecertain menu items, and we may experience higher costs associated with the implementation of those changes, as well as adversely affectthe attractiveness of our restaurants to new or returning guests. We cannot predict the impact of any new nutrition labeling requirements.The risks and costs associated with nutritional disclosures on our menus could also impact our operations, particularly given differencesamong applicable legal requirements and practices within the restaurant industry with respect to testing and disclosure, ordinary variationsin food preparation among our own restaurants, and the need to rely on the accuracy and completeness of nutritional information obtainedfrom third-party suppliers.

Wemay not be able to effectively respond to changes in consumer health perceptions or successfully implement the nutrient content disclosurerequirements and to adapt our menu offerings to trends in eating habits. The imposition of menu labeling laws and an inability to keepup with consumer eating habits could materially adversely affect our business, financial condition or results of operations, as wellas our position within the restaurant industry in general.

Failureto comply with antibribery or anticorruption laws could adversely affect our reputation, business, financial condition or results ofoperations.

TheU.S. Foreign Corrupt Practices Act and other similar applicable laws prohibiting bribery of government officials and other corrupt practicesare the subject of increasing emphasis and enforcement around the world. Although we have implemented policies and procedures designedto promote compliance with these laws, there can be no assurance that our employees, contractors, agents, or other third parties willnot take actions in violation of our policies or applicable law. Any such violations or suspected violations could subject us to civilor criminal penalties, including substantial fines and significant investigation costs, and could also materially damage our reputation,brands, international expansion efforts and growth prospects, business, financial condition and results of operations. Publicity relatingto any noncompliance or alleged noncompliance could also harm our reputation and adversely affect our business, financial condition orresults of operations.

Wemay need capital in the future, and we may not be able to raise that capital on favorable terms.

Developingour business will require significant capital in the future. To meet our capital needs, we expect to rely on equipment financing andfacility improvements, cash flows from operations, the proceeds from this offering, future offerings and other third-party financing.Third-party financing in the future may not, however, be available on terms favorable to us, or at all. Our ability to obtain additionalfunding will be subject to various factors, including market conditions, our operating performance, lender sentiment. These factors maymake the timing, amount, or terms and conditions of additional financings unattractive. Our inability to raise capital could impede ourgrowth and could materially adversely affect our business, financial condition or results of operations.

The Company, from time to time, has received borrowings froma related party controlled by James Chae, the Company’s Chairman and Chief Executive Officer, which may become repayable on demand.Any unexpected calls for repayment of a significant amount of such borrowings may adversely affect our business.

The Company, from time to time, has received unsecured borrowings fromAPIIS Financial Group, a company controlled by our Chairman and Chief Executive Officer, Mr. Chae, which is unsecured, non-interest bearing,and is repayable on demand. As of September 30, 2021 and December 31, 2020, the balance was $1,337,590 and $911,411, respectively. IfAPIIS Financial Group chooses to call for repayment of a significant of such borrowings, the Company may be unable to procure the cashnecessary and may need to liquidate some of its assets in order to make such payment, which may adversely impact our operations. Anyfailure to service such indebtedness or comply with any such obligations may also cause us to incur legal fees if lender brings an actionfor breach of contract, or otherwise adversely affect our business, financial condition, results of operation and prospects.

Weare subject to all of the risks associated with leasing space subject to long-term non-cancelable leases.

Wedo not own any real property. Payments under our operating leases account for a significant portion of our operating expenses and weexpect the new restaurants we open in the future will similarly be leased. The majority of our operating leases have lease terms of 10years, inclusive of customary extensions which are at the option of the Company. Most of our leases require a fixed annual rent whichgenerally increases each year, and some require the payment of additional rent if restaurant sales exceed a negotiated amount. Generally,our leases are “net” leases, which require us to pay all of the cost of insurance, taxes, maintenance and utilities. We generallycannot cancel these leases. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases. If anexisting or future restaurant is not profitable, and we decide to close it, we may nonetheless be committed to perform our obligationsunder the applicable lease including, among other things, paying the base rent for the balance of the lease term. In addition, as eachof our leases expires, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us topay increased occupancy costs or to close restaurants in desirable locations. If we fail to negotiate renewals, we may have to disposeof assets at such restaurant locations and incur closure costs as well as impairment of property and equipment. Furthermore, if we failto negotiate renewals, we may incur additional costs associated with moving transferable furniture, fixtures and equipment. These potentialincreased occupancy and moving costs, as well as closures of restaurants, could materially adversely affect our business, financial conditionor results of operations.

Macroeconomicconditions, including economic downturns, may cause landlords of our leases to be unable to obtain financing or remain in good standingunder their existing financing arrangements, resulting in failures to pay required tenant improvement allowances or satisfy other leasecovenants to us. In addition, tenants at shopping centers in which we are located or have executed leases, or to which our locationsare near, may fail to open or may cease operations. Decreases in total tenant occupancy in shopping centers in which we are located,or to which our locations are near, may affect traffic at our restaurants. All of these factors could have a material adverse impacton our business, financial condition or results of operations.

Wemay become involved in lawsuits involving Yoshiharu Asset Co. as the owner of intellectual property, or us as a licensee of intellectualproperty from Yoshiharu Asset Co., to protect or enforce intellectual property rights, which could be expensive, time consuming, andunsuccessful.

Thirdparties may sue Yoshiharu Asset Co., our wholly owned subsidiary, or us for alleged infringement of their proprietary rights. The partyclaiming infringement might have greater resources than we do to pursue its claims, and we could be forced to incur substantial costsand devote significant management resources to defend against such litigation, even if the claims are meritless and even if we ultimatelyprevail. If the party claiming infringement were to prevail, we could be forced to pay significant damages, or enter into expensive royaltyor licensing arrangements with the prevailing party. In addition, any payments we are required to make, and any injunction we are requiredto comply with as a result of such infringement, could harm our reputation and our business, financial condition or results of operations.

Infringementson Yoshiharu Asset Co.’s intellectual property rights, including Yoshiharu Asset Co.’s service marks and trade secrets, couldresult in additional expense and could devalue our brand equity, as well as substantially affect our business, financial condition orresults of operations.

Otherparties may infringe on our intellectual property rights, including those which we develop or otherwise license to use, and may therebydilute our brand in the marketplace. Any such infringement of our intellectual property rights would also likely result in a commitmentof our time and resources to protect these rights through litigation or otherwise.

Ourbusiness prospects depend in part on our ability to develop favorable consumer recognition of the Yoshiharu name. Although the “YOSHIHARURAMEN” word and design marks are federally registered marks owned by Yoshiharu Asset Co., such marks could be imitated in waysthat we or Yoshiharu Asset Co. cannot prevent. Alternatively, third parties may attempt to cause us to change our name or not operatein a certain geographic region if our name is confusingly similar to their name. In addition, we rely on trade secrets, proprietary know-how,concepts, and recipes, some of which we license from Yoshiharu Asset Co. Our methods or Yoshiharu Asset Co.’s methods of protectingthis information may not be adequate. Moreover, we or Yoshiharu Asset Co. may face claims of misappropriation or infringement of thirdparties’ rights that could interfere with our use of this information. Defending these claims may be costly and, if unsuccessful,may prevent us from continuing to use this proprietary information in the future, and may result in a judgment or monetary damages. Wedo not maintain confidentiality and non-competition agreements with all of our executives, key personnel, or suppliers. If competitorsindependently develop or otherwise obtain access to the trade secrets, proprietary know-how, concepts, or recipes we rely upon to operateour restaurants, some of which we license from Yoshiharu Asset Co., the appeal of our restaurants could be significantly reduced andour business, financial condition or results of operations could be adversely affected.

Abreach of security of confidential consumer information related to our electronic processing of credit and debit card transactions, aswell as a breach of security of our employee information, could substantially affect our reputation, business, financial condition ofresults of operations.

Themajority of our restaurant sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches inwhich credit and debit card information has been stolen. We may in the future become subject to claims for purportedly fraudulent transactionsarising out of the actual or alleged theft of credit or debit card information, and we may also be subject to lawsuits or other proceedingsrelating to these types of incidents. We may ultimately be held liable for the unauthorized use of a cardholder’s card number inan illegal activity and be required by card issuers to pay charge-back fees. In addition, most states have enacted legislation requiringnotification of security breaches involving personal information, including credit and debit card information. Any such claim or proceedingcould cause us to incur significant unplanned expenses, which could have an adverse impact on our business, financial condition or resultsof operations. Further, adverse publicity resulting from these allegations may have a material adverse effect on us and could substantiallyaffect our reputation and business, financial condition or results of operations.

Inaddition, our business requires the collection, transmission and retention of large volumes of guest and employee data, including personallyidentifiable information, in various information technology systems that we maintain and in those maintained by third parties with whomwe contract to provide services. The collection and use of such information is regulated at the federal and state levels, as well asat the international level, in which regulatory requirements have been increasing. As our environment continues to evolve in the digitalage and reliance upon new technologies becomes more prevalent, it is imperative we secure the privacy and sensitive information we collect.Failure to do so, whether through fault of our own information systems or those of outsourced third-party providers, could not only causeus to fail to comply with these laws and regulations, but also could cause us to face litigation and penalties that could adversely affectour business, financial condition or results of operations. Our brand’s reputation and image as an employer could also be harmedby these types of security breaches or regulatory violations.

Werely significantly on information technology, and any material failure, weakness, interruption or breach of security could prevent usfrom effectively operating our business.

Werely significantly on information systems, including point-of-sale processing in our restaurants for management of our supply chain,payment of obligations, collection of cash, credit and debit card transactions and other processes and procedures. Our ability to efficientlyand effectively manage our business depends significantly on the reliability and capacity of these systems. Failures of these systemsto operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in security of these systems couldresult in delays in customer service and reduce efficiency in our operations. Remediation of such problems could result in significant,unplanned capital investments.

Ourmarketing programs may not be successful, and our new menu items, advertising campaigns and restaurant designs and remodels may not generateincreased sales or profits.

Weincur costs and expend other resources in our marketing efforts on new menu items, advertising campaigns and restaurant designs and remodelsto raise brand awareness and attract and retain guests. These initiatives may not be successful, resulting in expenses incurred withoutthe benefit of higher sales. Additionally, some of our competitors have greater financial resources, which enable them to spend significantlymore on marketing and advertising and other initiatives than we are able to. Should our competitors increase spending on marketing andadvertising and other initiatives or our marketing funds decrease for any reason, or should our advertising, promotions, new menu itemsand restaurant designs and remodels be less effective than our competitors, there could be a material adverse effect on our business,financial condition or results of operations.

Ourinability or failure to recognize, respond to and effectively manage the accelerated impact of social media could materially adverselyimpact our business, financial condition or results of operations.

Ourmarketing efforts rely heavily on the use of social media. In recent years, there has been a marked increase in the use of social mediaplatforms, including weblogs (blogs), mini-blogs, chat platforms, social media websites, and other forms of Internet-based communicationswhich allow individuals access to a broad audience of consumers and other interested persons. Many of our competitors are expanding theiruse of social media, and new social media platforms are rapidly being developed, potentially making more traditional social media platformsobsolete. As a result, we need to continuously innovate and develop our social media strategies in order to maintain broad appeal withguests and brand relevance. We also continue to invest in other digital marketing initiatives that allow us to reach our guests acrossmultiple digital channels and build their awareness of, engagement with, and loyalty to our brand. These initiatives may not be successful,resulting in expenses incurred without the benefit of higher sales or increased brand recognition.

Wecould be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to materialmoney damages and other remedies.

Ourguests may file complaints or lawsuits against us alleging we caused an illness or injury they suffered at or after a visit to our restaurants,or that we have problems with food quality or operations. We may also be subject to a variety of other claims arising in the ordinarycourse of our business, including personal injury claims, contract claims and claims alleging violations of federal and state law regardingworkplace and employment matters, equal opportunity, discrimination and similar matters, and we are presently subject to class actionand other lawsuits with regard to certain of these matters and could become subject to additional class action or other lawsuits relatedto these or different matters in the future. Regardless of whether any claims against us are valid, or whether we are ultimately heldliable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgmentin excess of our insurance coverage for any claims could materially and adversely affect our business, financial condition or resultsof operations. Any adverse publicity resulting from these allegations may also materially and adversely affect our reputation or prospects,which in turn could materially adversely affect our business, financial condition or results of operations.

Weare subject to state and local “dram shop” statutes, which may subject us to uninsured liabilities. These statutes generallyallow a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic beverages tothe intoxicated person. Because a plaintiff may seek punitive damages, which may not be fully covered by insurance, this type of actioncould have an adverse impact on our business, financial condition or results of operations. A judgment in such an action significantlyin excess of, or not covered by, our insurance coverage could adversely affect our business, financial condition or results of operations.Further, adverse publicity resulting from any such allegations may adversely affect our business, financial condition or results of operations.

Ourcurrent insurance may not provide adequate levels of coverage against claims.

Thereare types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such lossescould have a material adverse effect on our business, financial condition or results of operations. In addition, our current insurancepolicies may not be adequate to protect us from liabilities that we incur in our business in areas such as workers’ compensation,general liability, auto and property. In the future, our insurance premiums may increase, and we may not be able to obtain similar levelsof insurance on reasonable terms, or at all. Any substantial inadequacy of, or inability to obtain, insurance coverage could materiallyadversely affect our business, financial condition and results of operations. As a public company, we intend to obtain directors’and officers’ insurance. While we expect to obtain such coverage, we may not be able to obtain such coverage at all or at a reasonablecost now or in the future. Failure to obtain and maintain adequate directors’ and officers’ insurance would likely adverselyaffect our ability to attract and retain qualified officers and directors.

Failureto obtain and maintain required licenses and permits or to comply with alcoholic beverage or food control regulations could lead to theloss of our liquor and food service licenses and, thereby, harm our business, financial condition or results of operations.

Therestaurant industry is subject to various federal, state and local government regulations, including those relating to the sale of foodand alcoholic beverages. Such regulations are subject to change from time to time. The failure to obtain and maintain licenses, permitsand approvals relating to such regulations could adversely affect our business, financial condition or results of operations. Typically,licenses must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determinethat our conduct violates applicable regulations. Difficulties or failure to maintain or obtain the required licenses and approvals couldadversely affect our existing restaurants and delay or result in our decision to cancel the opening of new restaurants, which would adverselyaffect our business, financial condition or results of operations.

Alcoholicbeverage control regulations generally require our restaurants to apply to a state authority and, in certain locations, county or municipalauthorities for a license that must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage controlregulations relate to numerous aspects of daily operations of our restaurants, including minimum age of patrons and employees, hoursof operation, advertising, trade practices, wholesale purchasing, other relationships with alcohol manufacturers, wholesalers and distributors,inventory control and handling, storage and dispensing of alcoholic beverages. Any future failure to comply with these regulations andobtain or retain liquor licenses could adversely affect our business, financial condition or results of operations. 

Ifwe fail to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately reportour financial results in a timely manner, which may adversely affect investor confidence in our company.

Ifmaterial weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timelybasis, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delistingand cause the market price of our common stock to decline.

Wehave not performed an evaluation of our internal control over financial reporting, such as required by Section 404 of the Sarbanes-OxleyAct, nor have we engaged our independent registered public accounting firm to perform an audit of our internal control over financialreporting as of any balance sheet date or for any period reported in our financial statements.

Changesto accounting rules or regulations may adversely affect our business, financial condition or results of operations.

Changesto existing accounting rules or regulations may impact our business, financial condition or results of operations. Other new accountingrules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future.For instance, accounting regulatory authorities have recently issued new accounting rules which require lessees to capitalize operatingleases in their financial statements in the next few years. When adopted, such change would require us to record significant operatinglease obligations on our balance sheet and make other changes to our financial statements. This and other future changes to accountingrules or regulations could materially adversely affect our business, financial condition or results of operations.

Wewill incur increased costs as a result of being a public company.

Asa public company, we expect to incur significant legal, accounting and other expenses that we did not incur as a private company, particularlyafter we are no longer an “emerging growth company” as defined under the JOBS Act. In addition, new and changing laws, regulationsand standards relating to corporate governance and public disclosure, including the Dodd-Frank Act and the rules and regulations promulgatedand to be promulgated thereunder, as well as under the Sarbanes-Oxley Act and the JOBS Act, have created uncertainty for public companiesand increased costs and time that boards of directors and management must devote to complying with these rules and regulations. The Sarbanes-OxleyAct and related rules of the SEC and the Nasdaq Stock Market regulate corporate governance practices of public companies. We expect compliancewith these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time andattention from sales-generating activities. For example, we will be required to adopt new internal controls and disclosure controls andprocedures. In addition, we will incur additional expenses associated with our SEC reporting requirements and increased compensationfor our management team. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specifictiming of such costs.

Weare an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicableto emerging growth companies will make our common stock less attractive to investors.

Foras long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptionsfrom various reporting requirements that are applicable to other public companies that are not “emerging growth companies.”These exceptions provide for, but are not limited to, relief from the auditor attestation requirements of Section 404 of the Sarbanes-OxleyAct, less extensive disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptionsfrom the requirements to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute paymentsnot previously approved and an extended transition period for complying with new or revised accounting standards. We may take advantageof these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growthcompany” until the earliest of: (i) the last day of the fiscal year in which we have $1.07 billion or more in annual gross revenues;(ii) the date on which we become a “large accelerated filer” (which means the year-end at which the total market value ofour common equity securities held by non-affiliates is $700 million or more as of the last business day of our most recently completedsecond fiscal quarter); (iii) the date on which we have issued more than $1 billion of non-convertible debt securities over a three-yearperiod; and (iv) the last day of the fiscal year following the fifth anniversary of our initial public offering. We cannot predict ifinvestors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stockto be less attractive as a result, there may be a less active trading market for our common stock and the market price of our commonstock may be more volatile.

Ourmanagement does not have experience managing a U.S. public company and our current resources may not be sufficient to fulfill our publiccompany obligations.

Followingthe closing of this offering, we will be subject to various regulatory requirements, including those of the SEC and Nasdaq Stock Market.These requirements include recordkeeping, financial reporting and corporate governance rules and regulations. Our management team doesnot have experience in managing a U.S. public company and, historically, has not had the resources typically found in a public company.Our internal infrastructure may not be adequate to support our increased reporting obligations and we may be unable to hire, train orretain necessary staff and may be reliant on engaging outside consultants or professionals to overcome our lack of experience or employees.Our business, financial condition or results of operations could be adversely affected if our internal infrastructure is inadequate,including if we are unable to engage outside consultants or are otherwise unable to fulfill our public company obligations.

Pursuantto the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internalcontrol over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an “emerging growth company.”

Section404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting,starting with the second annual report that we file with the SEC as a public company, and generally requires in the same report a reportby our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However,under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internalcontrol over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.”We will be an “emerging growth company” until the earliest of: (i) the last day of the fiscal year in which we have $1.07billion or more in annual gross revenues; (ii) the date on which we become a “large accelerated filer” (which means the year-endat which the total market value of our common equity securities held by non-affiliates is $700 million or more as of the last businessday of our most recently completed second fiscal quarter); (iii) the date on which we have issued more than $1 billion of non-convertibledebt securities over a three-year period; and (iv) the last day of the fiscal year following the fifth anniversary of our initial publicoffering.

Inaddition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extendedtransition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerginggrowth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply toprivate companies. However, we are choosing to “opt out” of such extended transition period and, as a result, we will complywith new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growthcompanies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with newor revised accounting standards is irrevocable.

Theongoing COVID-19 pandemic has adversely affected, and may continue to adversely affect, our operations, financial condition, liquidityand financial results.

Ourbusiness has been significantly adversely affected by the COVID-19 outbreak in the United States. This contagious virus, which has continuedto spread, has adversely affected workforces, customers, economies and financial markets globally. In response to this outbreak, manystate and local authorities had mandated the temporary closure of non-essential businesses and dine-in restaurant activity or limitedindoor dining capacities. The Company felt direct impact through reduced revenues through periods of time in 2020 and 2021 when restaurantlocations were forced into closure or into limited capacities. Revenues were $3.2 million for the year ended December 31, 2020, comparedto $4.1 million for the year ended December 31, 2019. The three restaurant locations that were open through all of 2020 each experiencedsignificant sales declines. Combined average monthly sales for these locations decreased 36.8% for the year ended December 31, 2020.The Company attempted to mitigate the impact of reduced inside dining through expansion of food delivery operations during the pandemicaffected periods.

Aprolonged occurrence of COVID-19 may result in restaurant re-closures, prohibition on indoor dining, and further restrictions, includingpossible travel restrictions and additional restrictions on the restaurant industry. Our efforts to mitigate the effect of COVID-19 onour business or the economic downturn may be unsuccessful, and we may not be able to commence operations in a timeframe that is sufficientor otherwise take actions in response to developments with regard to the pandemic. The future sales levels of our restaurants and ourability to implement our growth strategy remain highly uncertain, as the full impact and duration of the COVID-19 pandemic continuesto evolve.

RisksRelated to Ownership of Our Securities

Theremay be an adverse effect on the value and liquidity of our Class A common stock and our warrants due to the disparate voting rights ofour Class A common stock and our Class B common stock.

Withthe exception of voting rights and certain conversion rights for the Class B common stock, holders of our Class A common stock and ClassB common stock have identical rights. On all matters to be voted on by stockholders, holders of our Class A common stock are entitledto one vote per share while holders of our Class B common stock are entitled to 10 votes per share. The difference in the voting rightsof our Class A common stock and Class B common stock could adversely affect the value of the Class A common stock to the extent thatany investor or potential future purchaser of our Class A common stock ascribes value to the superior voting rights of our Class B commonstock. The existence of two separate classes of common stock could result in less liquidity for our Class A common stock than if therewere only one class of our common stock. In addition, if we issue additional shares of Class B common stock in the future, there willbe further dilution to investors or potential future purchasers of our Class A common stock. See “Description of Capital Stock”for a description of our Class A common stock and Class B common stock and the rights associated with them.

Thereis no existing market for our common stock or our warrants and we do not know if one will develop. Even if a market does develop, thestock prices in the market may not exceed the offering price.

Priorto this offering, there has not been a public market for our securities or any of our equity interests. We cannot predict the extentto which investor interest in our company will lead to the development of an active trading market on the Nasdaq Capital Market, or howliquid that market may become. An active public market for our Class A common stock or warrants may not develop or be sustained afterthe offering. If an active trading market does not develop or is not sustained, you may have difficulty selling any shares that you buy.

Theinitial public offering price for the units will be determined by negotiations among us and the representative of the underwriters basedupon several factors, including prevailing market conditions, our historical performance, estimates of our business potential and earningsprospects, and the market valuations of similar companies, and may not be indicative of prices that will prevail in the open market followingthis offering. The price at which our securities are traded after this offering may decline below the initial public offering price,meaning that you may experience a decrease in the value of your Class A common stock and warrants regardless of our operating performanceor prospects.

Ourquarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors dueto seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

Seasonalfactors and the timing of holidays also cause our sales to fluctuate from quarter to quarter. As a result of these factors, our quarterlyand annual operating results and comparable restaurant sales may fluctuate significantly. Accordingly, results for any one quarter arenot necessarily indicative of results to be expected for any other quarter or for any year and comparable restaurant sales for any particularfuture period may decrease. In addition, as we expand by opening more restaurants in cold weather climates, the seasonality of our businessmay be amplified. In the future, operating results may fall below the expectations of securities analysts and investors. In that event,the price of our securities could be adversely impacted.

Theprice of our securities may be volatile and you may lose all or part of your investment.

Themarket price of our securities could fluctuate significantly, and you may not be able to resell your securities at or above the offeringprice. Those fluctuations could be based on various factors in addition to those otherwise described in this prospectus, including thosedescribed under “—Risks Related to Our Business and Industry” and the following:

Inaddition, in recent years the stock market has experienced significant price and volume fluctuations. These fluctuations may be unrelatedto the operating performance of particular companies. These broad market fluctuations may cause declines in the market price of our securities.The price of our securities could fluctuate based upon factors that have little or nothing to do with our business, financial conditionor results of operations, and those fluctuations could adversely impact the market price of our securities.

Futuresales of our common stock, or the perception that such sales may occur, could depress the market price of our securities.

Salesof a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, following thisoffering could depress the market price of our securities. This would include sales by James Chae, as detailed below under “RiskFactors—Risks Related to Our Organizational Structure—Future sales of our shares by James Chae could depress the marketprice of our securities.” Our executive officers and directors and holders of all of our options and equity interests, includingJames Chae, have agreed with the underwriters not to offer, sell, dispose of or hedge any shares of common stock or securities convertibleinto or exchangeable for shares of common stock (including shares of our Class B common stock), subject to specified limited exceptionsand extensions described elsewhere in this prospectus, during the period ending 12 months after the date of the final prospectus, exceptwith the prior written consent of the representative of the underwriters. See “Underwriting.”

Ourcertificate of incorporation authorizes us to issue up to 49,000,000 shares of Class A common stock and 1,000,000 shares of Class B commonstock, of which, as of the date of this prospectus, 9,000,000 shares of Class A common stock and 1,000,000 shares of ClassB common stock are outstanding. The shares of Class A common stock offered in this offering will be freely tradable without restrictionunder the Securities Act, except for any shares of our common stock that may be held or acquired by our directors, executive officers,a consultant and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the SecuritiesAct. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemptionfrom registration is available.

Afterthe expiration of the lock-up agreements, shares of our Class A common stock and Class B common stock held by our affiliates will continueto be subject to the volume and other restrictions of Rule 144 under the Securities Act. The representative of the underwriters may,in its sole discretion and at any time without notice, release all or any portion of the shares subject to the lock-up. See “Underwriting.”

Thewarrants may not have any value.

Thewarrants will be exercisable for five years from the date of initial issuance at an initial exercise price equal to 125% of the publicoffering price per unit set forth on the cover page of this prospectus. There can be no assurance that the market price of our sharesof Class A common stock will ever equal or exceed the exercise price of the warrants. In the event that the stock price of our sharesof Class A common stock does not exceed the exercise price of the warrants during the period when the warrants are exercisable, the warrantsmay not have any value.

Holdersof warrants purchased in this offering will have no rights as stockholders until such holders exercise their warrants and acquire ourshares of common stock.

Untilholders of the warrants purchased in this offering acquire shares of common stock upon exercise thereof, such holders will have no rightswith respect to the shares of common stock underlying the warrants. Upon exercise of the warrants, the holders will be entitled to exercisethe rights of a stockholder only as to matters for which the record date occurs after the date they were entered in the register of membersof the Company as a stockholder.

Ifyou purchase shares of our common stock sold in this offering, you will incur immediate and substantial dilution.

If you purchase shares of our Class A common stock in this offering,you will incur immediate and substantial dilution in the amount of $3.15 per share (or $3.21 per share if theunderwriters exercise their over-allotment option) because the initial public offering price of $4.50 per share issubstantially higher than the pro forma net tangible book value per share of our outstanding Class A common stock. This dilution isdue in large part to the fact that our first shareholders paid substantially less than the initial public offering price when theypurchased their shares. See “Dilution.”

Ifsecurities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our marketprice and trading volume could decline.

Thetrading market for our securities will depend in part on the research and reports that securities or industry analysts publish aboutus or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securitiesor industry analysts commence coverage of our company, the trading price for our securities would be negatively impacted. If we obtainsecurities or industry analyst coverage and if one or more of the analysts who cover us downgrades our securities or publishes inaccurateor unfavorable research about our business, our market price would likely decline. If one or more of these analysts ceases coverage ofus or fails to publish reports on us regularly, demand for our securities could decrease, which could cause our market prices and tradingvolume to decline.

Wedo not intend to pay dividends for the foreseeable future.

Wemay retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividendsfor the foreseeable future. Any future determination to declare and pay cash dividends will be at the discretion of our board of directorsand will depend on, among other things, our financial condition, results of operations, cash requirements, contractual restrictions andsuch other factors as our board of directors deems relevant. Our ability to pay dividends may also be limited by covenants under anyfuture outstanding indebtedness we, our subsidiaries or affiliates incur. As a result, you may not receive any return on an investmentin our common stock unless you sell our common stock for a price greater than that which you paid for it. See “Dividend Policy.”

Provisionsin our charter documents and Delaware law may delay or prevent our acquisition by a third party.

Ourcertificate of incorporation and bylaws, and Delaware law, contain several provisions that may make it more difficult for a third partyto acquire control of us without the approval of our board of directors. These provisions may make it more difficult or expensive fora third party to acquire a majority of our outstanding equity interests. These provisions also may delay, prevent or deter a merger,acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholders receiving a premium overthe market price for their common stock. See “Description of Securities.”

Ourbylaws, each to be effective in connection with the completion of this offering, will contain an exclusive forum provision, which couldlimit a stockholder’s ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Ourbylaws, to be effective in connection with the completion of this offering, will contain an exclusive forum provision providing thatthe Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (i) any derivative action or proceeding broughton our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our directors,officers, employees, agents or stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware GeneralCorporation Law, our certificate of incorporation or our bylaws, or (iv) any action asserting a claim that is governed by the internalaffairs doctrine. However, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce anyduty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision willnot apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courtshave exclusive jurisdiction. In addition, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courtsover all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result,the exclusive forum provisions will not apply to suits brought to enforce any duty or liability created by the Securities Act or anyother claim for which the federal and state courts have concurrent jurisdiction, and our stockholders will not be deemed to have waivedour compliance with the federal securities laws and the rules and regulations thereunder.

Anyperson purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to haveconsented to this provision of our bylaws which we will adopt prior to the completion of this offering. The exclusive forum provisions,if enforced, may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with usor our directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to find the exclusiveforum provisions to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such actionin other jurisdictions, which could have a material adverse effect on our business, financial condition, results of operations and growthprospects. For example, the Court of Chancery of the State of Delaware recently determined that a provision stating that U.S. federaldistrict courts are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act is notenforceable.

Nasdaqmay delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securitiesand subject us to additional trading restrictions.

Weintend to apply to have our Class A common stock and warrants listed on the Nasdaq Capital Market. Although after giving effect to thisoffering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, wecannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future.

IfNasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securitiesexchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant materialadverse consequences, including:

Ourwarrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District ofNew York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrantswhich could limit the ability of warrant to obtain a favorable judicial forum for disputes with our Company.

Ourwarrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relatingin any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of NewYork or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusivejurisdiction and that such courts represent an inconvenient forum.

Notwithstandingthe foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created bythe Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusiveforum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants or rights shall be deemed to have noticeof and to have consented to the forum provisions in our warrant agreement or rights agreement, as applicable. If any action, the subjectmatter of which is within the scope the forum provisions of the warrant agreement or rights agreement, is filed in a court other thana court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)in the name of any holder of our warrants or rights, such holder shall be deemed to have consented to: (x) the personal jurisdictionof the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce theforum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder or right holderin any such enforcement action by service upon such warrant or right holder’s counsel in the foreign action as agent for such warrantor right holder.

Thischoice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable fordisputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreementinapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costsassociated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial conditionand results of operations and result in a diversion of the time and resources of our management and board of directors.

RisksRelated to Our Organizational Structure

Weare controlled by James Chae, whose interests may differ from those of our other stockholders.

Immediatelyfollowing this offering and the application of net proceeds from this offering, James Chae will control approximately 74.4% ofthe combined voting power of our equity interests through their ownership of both Class A common stock and Class B common stock. JamesChae will, for the foreseeable future, have significant influence over corporate management and affairs, and will be able to controlvirtually all matters requiring stockholder approval so long as James Chae owns a majority of the combined voting power of our outstandingequity interests. Following this offering, if James Chae continues to own at least 1,000,000 shares of Class B common stock, JamesChae will own a majority of the combined voting power of our outstanding equity interests, and effectively control the outcome of matterssubmitted to stockholders that require a majority vote assuming 13,000,000 shares of Class A common stock and 1,000,000shares of Class B common stock outstanding as of the completion of this offering. James Chae is able to, subject to applicable law, electa majority of the members of our board of directors and control actions to be taken by us and our board of directors, including amendmentsto our certificate of incorporation and bylaws and approval of significant corporate transactions, including, among other matters, mergersand sales of substantially all of our assets, as well as incurrence of indebtedness by us. The directors so elected will have the authority,subject to the terms of our indebtedness and applicable rules and regulations, to issue additional stock, implement stock repurchaseprograms, declare dividends and make other decisions. It is possible that the interests of James Chae may in some circumstances conflictwith our interests and the interests of our other stockholders, including you. For example, James Chae may have different tax positionsfrom us that could influence their decisions regarding whether and when to dispose of assets and whether and when to incur new or refinanceexisting indebtedness. Such indebtedness could contain covenants that prevent us from declaring dividends to stockholders. In addition,the determination of future tax reporting positions and the structuring of future transactions may take into consideration James Chae’stax or other considerations, which may differ from our considerations or our other stockholders. For additional information about ourrelationships with James Chae, you should read the information under the headings “Principal Stockholders” and “CertainRelationships and Related Party Transactions”.

Weare a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, will qualify for, and intendto rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholdersof companies that are subject to such requirements.

Immediatelyfollowing this offering and the application of net proceeds from this offering, James Chae will control approximately 74.4% ofthe combined voting power of our equity interests through their ownership of both Class A common stock and Class B common stock. Becauseof the voting power of James Chae, we are considered a “controlled company” for the purposes of the Nasdaq Stock Market.As such, we are exempt from certain corporate governance requirements of the Nasdaq Stock Market, including the requirement that(i) a majority of our board of directors consist of independent directors, (ii) director nominees be selected or recommendedto the board by independent directors or an independent nominating committee, and (iii) we have a compensation committee thatis composed entirely of independent directors. While we have elected to comply with the requirements that a majority of our boardconsist of independent directors and that our compensation committee be composed entirely of independent directors, we will not havea Nominating and Corporate Governance Committee. Further, so long as we are considered a “controlled company” under the NasdaqStock Market requirements, our Compensation Committee may not always consist entirely of independent directors. Accordingly, you willnot have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirementsof the Nasdaq Stock Market.

Theinterests of James Chae may conflict with ours or yours in the future.

Variousconflicts of interest between James Chae and us could arise. Ownership interests of directors or officers of James Chae in our commonstock, could create or appear to create potential conflicts of interest when those directors and officers are faced with decisions thatcould have different implications for James Chae. These decisions could, for example, relate to:

Potentialconflicts of interest could also arise if we enter into any new commercial arrangements with James Chae in the future.

Futuresales of our shares by James Chae could depress the price of our securities.

Afterthis offering, and subject to the lock-up period described below, James Chae may sell all or a portion of the shares of our Class A commonstock and Class B common stock that he owns (which shares of Class B common stock would be converted automatically into Class A sharesin connection with any sale). Sales by James Chae in the public market could depress the price of our securities. James Chae is not subjectto any contractual obligation to maintain any ownership position in our shares, except that it has agreed not to sell or otherwise disposeof any of our equity interests for a period ending 12 months after the date of the final prospectus without the prior written consentof the representative of the underwriters, subject to specified limited exceptions and extensions described in “Underwriting.”Consequently, James Chae may decide not to maintain his ownership of our equity interests once the lock-up period expires.

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are contained principallyin “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and “Business.” In some cases, you can identify forward-looking statements by terms suchas “target,” “may,” “might,” “will,” “objective,” “intend,” “should,”“could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,”“continue,” “predict,” “potential,” “plan,” “anticipate” or the negativeof these terms, and similar expressions intended to identify forward-looking statements. These statements reflect our current views withrespect to future events and are based on assumptions and subject to risks and uncertainties. Given these assumptions, risks and uncertainties,you should not place undue reliance on these forward-looking statements. All forward-looking statements are subject to risks and uncertaintiesthat may cause actual results to differ materially from those that we expected, including:

Wediscuss many of these risks in this prospectus in greater detail under the heading “Risk Factors.” Also, these forward-lookingstatements represent our estimates and assumptions only as of the date of this prospectus. Unless required by United States federal securitieslaws, we do not intend to update any of these forward-looking statements to reflect circumstances or events that occur after the statementis made.

Themarket data and certain other statistical information used throughout this prospectus are based on independent industry publications,governmental publications, reports by market research firms or other independent sources. Some data are also based on our good faithestimates. Although we believe these third-party sources are reliable, we have not independently verified the information attributedto these third-party sources and cannot guarantee its accuracy and completeness. Similarly, our estimates have not been verified by anyindependent source.

Youshould read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement,of which this prospectus is a part, completely and with the understanding that our actual future results may be materially differentfrom what we expect. We qualify all of our forward-looking statements by these cautionary statements.

USEOF PROCEEDS

Weestimate that the net proceeds we will receive from this offering will be approximately $16,380,000 based on an assumed initialpublic offering price of $4.50 per unit, which is the midpoint of the price range set forth on the cover of this prospectus, afterdeducting the underwriting discounts and commissions and estimated offering expenses payable by us and excluding proceeds received fromthe exercise of our warrants. If the underwriters’ option to purchase additional units in this offering from us is exercised infull, our net proceeds will be approximately $18,837,000 after deducting the underwriting discounts and commissions and estimatedoffering expenses payable by us and excluding proceeds received from the exercise of our warrants.

Each$1.00 increase (decrease) in the assumed initial public offering price of $4.50 per unit, after deducting estimated underwritingdiscounts and commissions and estimated offering expenses payable by us, would increase (decrease) net proceeds to us from this offeringby approximately $3,640,000, that the number of units offered by us, as set forth on the cover page of this prospectus, remainsthe same. We may also increase or decrease the number of units we are offering. Each 100,000 increase (decrease) in the number of unitswe are offering would increase (decrease) the net proceeds to us from this offering by approximately $410,000, assuming no changein the assumed initial public offering price per unit.

Weplan to use the net proceeds of this offering as follows:

Ourexpected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition.As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received uponthe completion of this offering or the amounts that we will actually spend. The amounts and timing of our actual use of net proceedswill vary depending on numerous factors. As a result, our management will have broad discretion in the application of the net proceedsof this offering, and investors will be relying on our judgment regarding the application of the net proceeds.

Pending other uses, we intend to invest the proceeds to us in investment-grade,interest-bearing securities such as money market funds, certificates of deposit, or direct or guaranteed obligations of the U.S. government,or hold as cash. We cannot predict whether the proceeds invested will yield a favorable return.

DIVIDENDPOLICY

Nodividends have been declared or paid on our equity interests. We do not anticipate paying any cash dividends on shares of our Class Acommon stock or Class B common stock in the foreseeable future. We currently intend to retain any earnings to finance the developmentand expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and willbe dependent upon then-existing conditions, including our earnings, capital requirements, results of operations, financial condition,business prospects and other factors that our board of directors considers relevant. See “Management’s Discussion and Analysisof Financial Condition and Results of Operations” and “Certain Relationships and Related Party Transactions” for additionalinformation regarding our financial condition.

CAPITALIZATION

Thefollowing table sets forth our cash and cash equivalents and capitalization as of September 30, 2021:

Youshould read the following table in conjunction with the sections entitled “Use of Proceeds,” “Selected Financial Data,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statementsand related notes included in this prospectus.

DILUTION

Currently we have, and upon completion of this offering we will have,two classes of equity interests issued and outstanding: Class A common stock, which is being sold in this offering and to which we referin this prospectus as “common stock,” and Class B common stock. Dilution is the amount by which the initial public offeringprice paid by purchasers of shares of our equity interests exceeds the net tangible book value per share of our equity interests immediatelyfollowing the completion of the offering. Net tangible book value represents the amount of our total tangible assets reduced by our totalliabilities. Net tangible book value per share represents our net tangible book value divided by the number of shares of our equity interestsoutstanding. For purposes of dilution calculations, the number of outstanding shares after the IPO includes the 1,000,000 shares ofClass B common stock as it would be exchangeable on a one-to-one basis into Class A shares and would reflect maximum dilution at thattime. The Company defines total tangible assets as total assets less intangible assets (including deferred tax assets and deferredoffering costs). As of September 30, 2021, prior to giving effect to the offering, our net tangible book value was $2,506,926and our net tangible book value per share was $0.25.

After giving effect to the issuance and sale of the 4,000,000 units offeredin this offering and the application of the estimated net proceeds of the offering received by us, as described in “Use of Proceeds,”based upon an assumed initial public offering price of $4.50 per unit, which is the midpoint of the price range set forth on the coverof this prospectus, and assuming that no warrants are exercised, our net tangible book value as of September 30, 2021 would have beenapproximately $18,887,000, or $1.35 per share of equity interest. This represents an immediate increase in net tangiblebook value to our existing stockholders (including James Chae) of $1.10 per share and an immediate dilution to new investors inthis offering of $3.15 per share. The following table illustrates this per share dilution net tangible book value to new investorsafter giving effect to this offering:

A $1.00 increase (decrease) in the assumed initial public offering priceof $4.5 per unit would increase (decrease) our net tangible book value by $3,640,000, the net tangible book value per share afterthis offering by $0.26 and the dilution per share to new investors by $0.74, assuming the number of shares offered by us,as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissionsand estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in full, thenet tangible book value per share of our Class A common stock after giving effect to this offering would be $1.29 per share, whichamount represents an immediate increase in net tangible book value of $1.04 per share to existing stockholders (including JamesChae) and the immediate dilution in net tangible book value per share to new investors in this offering of $3.21 per share.

Thefollowing table presents, as of September 30, 2021, the differences between the number of shares purchased from us, the total considerationpaid to us, and the average price per share paid by existing stockholders (including James Chae) and by new investors purchasing ClassA common stock at the assumed initial offering price of $4.50 per unit, which is the midpoint of the price range set forth onthe cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expensespayable by us.

Ifthe underwriters were to fully exercise their option to purchase 600,000 additional shares of our Class A common stock, the percentageof shares of our Class A common stock held by James Chae after this offering would be 51.9%, and the percentage of shares of ourClass A common stock held by new investors after this offering would be 33.8%.

Tothe extent any outstanding options or other equity awards are exercised or become vested or any additional options or other equity awardsare granted and exercised or become vested or other issuances of shares of our common stock are made, there may be further economic dilutionto new investors.

SELECTEDFINANCIAL DATA

Thefollowing table summarizes our historical financial and operating data for the periods and as of the dates indicated. The statementsof income data for the fiscal years ended December 31, 2019 and December 31, 2020 and the balance sheet data as of December 31, 2019and December 31, 2020 have been derived from our audited financial statements included elsewhere in this prospectus. We have derivedthe statements of income data for the nine months ended September 30, 2020 and September 30, 2021 and the balance sheet data as of September30, 2021 from our unaudited interim financial statements included elsewhere in this prospectus. The financial data presented includesall normal and recurring adjustments that we consider necessary for a fair presentation of the financial position and results of operationsfor such periods.

Thehistorical results presented below are not necessarily indicative of the results to be expected for any future period. This informationshould be read in conjunction with “Risk Factors,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and our audited financial statements and unaudited interim financial statements and the related notesincluded elsewhere in this prospectus.