SecProbe.io

CORRESP
 1
 filename1.htm

 Yoshiharu
Global Co.

 May
20, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 RE:
 Yoshiharu
 Global Co. (the "Company")

 Registration
 Statement on Form S-1

 (File
 No. 333-286877) (the "Registration Statement")

 Ladies
and Gentlemen:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., Eastern Time, on May 21, 2025,
or as soon thereafter as practicable.

 The
Company hereby acknowledges that:

 ●
Should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the
Registration Statement;

 ●
The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

 ●
The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's counsel,
Loeb & Loeb LLP.

 Very
 truly yours,

 Yoshiharu
 Global Co.

 By:
 /s/
 Ryan Cho

 Name:

 Ryan
 Cho

 Title:

 Chief
 Financial Officer

 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

James Chae
Chief Executive Officer
Yoshiharu Global Co.
596 Apollo St.
Brea, CA 90821

 Re: Yoshiharu Global Co.
 Registration Statement on Form S-1
 Filed April 30, 2025
 File No. 333-286877
Dear James Chae:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Alexandria Kane
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Yoshiharu
Global Co.

6940
Beach Blvd., Suite D-705

Buena
Park, CA 90621

September
17, 2024

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C.
20549

 Re: Yoshiharu
                                            Global Co.

    Registration
                                            Statement on Form S-1, as amended

    Initially
                                            Filed April 19, 2024

    File
                                            No. 333-278840

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Yoshiharu
Global Co. (the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”)
be declared effective at 4:00 p.m., Eastern Time, on September 19, 2024, or as soon thereafter as may be practicable.

We
acknowledge that a declaration by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect
to the Registration Statement. We further acknowledge that such a declaration of effectiveness does not relieve the Company from our
full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement. We understand that we may not assert
staff comments to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Should
you have any questions regarding this matter or need any additional information, please contact the Company’s legal counsel, Matthew
Ogurick of Pryor Cashman LLP, at (212) 326-0243.

    Very truly yours,

    YOSHIHARU GLOBAL CO.

    By:

    /s/ James Chae

    James
    Chae

    Chief
    Executive Officer

cc: Matthew
                                            Ogurick, Esq.

  Pryor
Cashman LLP

CORRESP
1
filename1.htm

Yoshiharu
Global Co.

6940
Beach Blvd., Suite D-705

Buena
Park, CA 90621

May
8, 2024

VIA
EDGAR CORRESPONDENCE

    U.S.
    Securities and Exchange Commission

    Division
    of Corporation Finance

    Office
    of Trade & Services

    100
    F Street, N.E.

    Washington, D.C. 20549

    Re:
    Yoshiharu
    Global Co.

    Registration
    Statement on Form S-1 (the “Registration Statement”)

    Filed
    April 30, 2024

    Withdrawal
    of Acceleration Request

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on April 30, 2024, in which we, Yoshiharu Global Co. (the “Company) requested
the acceleration of the effective date of the above-referenced Registration Statement for 4:00 p.m., Eastern Time, on May 1, 2024, or
as soon as possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting
that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the
effective date.

If
you require any additional information with respect to this letter, please contact Matthew Ogurick at (212) 326-0850 of Pryor Cashman
LLP.

     Very truly yours,

    YOSHIHARU GLOBAL CO.

    By:
    /s/
    James Chae

    James
    Chae

    Chief
    Executive Officer

    cc:
    Matthew
    Ogurick, Esq.

    Pryor
    Cashman LLP

CORRESP
1
filename1.htm

Yoshiharu
Global Co.

6940
Beach Blvd., Suite D-705

Buena
Park, CA 90621

April
30, 2024

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Yoshiharu
    Global Co.

    Registration
    Statement on Form S-1

    Filed
    April 19, 2024

    File
    No. 333-278840

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Yoshiharu
Global Co. (the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”)
be declared effective at 4:00 p.m., Eastern Time, on May 1, 2024, or as soon thereafter as may be practicable.

We
acknowledge that a declaration by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect
to the Registration Statement. We further acknowledge that such a declaration of effectiveness does not relieve the Company from our
full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement. We understand that we may not assert
staff comments to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Should
you have any questions regarding this matter or need any additional information, please contact the Company’s legal counsel, Matthew
Ogurick of Pryor Cashman LLP, at (212) 326-0243.

    Very
    truly yours,

    YOSHIHARU
    GLOBAL CO.

    By:
    /s/
    James Chae

    James
    Chae

    Chief
    Executive Officer

    cc:
    Matthew
    Ogurick, Esq.

    Pryor
    Cashman LLP

United States securities and exchange commission logo
April 29, 2024
James Chae
Chief Executive Officer
Yoshiharu Global Co.
6940 Beach Blvd., Suite D-705
Buena Park, CA 90621
Re:Yoshiharu Global Co.
Registration Statement on Form S-1
Filed April 19, 2024
File No. 333-278840
Dear James Chae:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Matthew Ogurick

CORRESP
1
filename1.htm

Yoshiharu
Global Co.

6940
Beach Blvd., Suite D-705

Buena
Park, CA 90621

September
6, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Amy
    Geddes, Linda Cvrkel,

    Donald
    Field, Erin Jaskot

    Division
    of Corporation Finance

    Re:
    Yoshiharu
    Global Co. (the “Company”)

    Registration
    Statement on Form S-1, as amended

    Filed
    January 25, 2022

    File
    No. 333-262330

Acceleration
Request

    Requested
    Date:
    September
    8, 2022

    Requested
    Time:
    4:00
    p.m. Eastern Time (or as soon thereafter as practicable)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Yoshiharu Global Co., a Delaware corporation (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-1 to become effective on September 8, 2022 at 4:00 p.m. Eastern Time, or as soon thereafter as
practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant
hereby authorizes K&L Gates LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The
Registrant requests that it be notified of such effectiveness by a telephone call to our counsel, K&L Gates LLP, by calling Mr. Matthew
Ogurick at (212) 536-4085.

    Sincerely,

    Yoshiharu
    Global Co.

    By:
    /s/
    James Chae

    James
    Chae

    Chief
    Executive Officer

    cc:
    Matthew
    Ogurick, Esq., K&L Gates LLP

CORRESP
1
filename1.htm

EF
Hutton

Division
of Benchmark Investments, LLC

590
Madison Ave, 39th Floor

New
York, NY 10022

September
6, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Amy
    Geddes, Linda Cvrkel,

    Donald
    Field, Erin Jaskot

    Division
    of Corporation Finance

    Re:
    Yoshiharu
    Global Co.

    Registration
    Statement on Form S-1

    Filed
    January 25, 2022, as amended

    File
    No. 333-262330

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned,
for themselves and the other underwriters, hereby join in the request of Yoshiharu Global Co. that the effective date of the above-referenced
registration statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on Thursday, September 8, 2022,
or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we, acting as representative of the several underwriters, distributed as
many copies of the Preliminary Prospectus, dated September 2, 2022, as appears to be reasonable to secure adequate distribution of the
Preliminary Prospectus.

Each
of the undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

[Signature
page follows]

    Very
    truly yours,

    EF
    HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

    As
    representative of the underwriters

CORRESP
1
filename1.htm

YOSHIHARU
GLOBAL CO.

6940 Beach Blvd., Suite D-705

Buena Park, CA 90621

(714) 694-2403

June
13, 2022

United
States Securities and Exchange Commission

Division
of Corporate Finance

Officer
of Trade and Services

    Attention:
    Amy Geddes 202-551-3304

    Linda Cvrkel 202-551-3813

    Donald Field 202-551-3680

    Erin Jaskot 202-551-3442

    Re:

    Yoshiharu
    Global Co.

    Amendment
    No. 3 to Registration Statement on Form S-1

    Filed
    May 31, 2022

    File
    No. 333-262330

Dear
Ms. Geddes:

Yoshiharu
Global Co. (the “Company”) confirms receipt of the letter dated June 3, 2022, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. We are responding
to the Staff’s comment as set forth below. The Staff’s comment is set forth below, followed by the Company’s response
in bold:

Amendment
No. 3 to Registration Statement on Form S-1

Capitalization,
page 37

1.
Refer to our previous comment 1. We continue to have difficulty recalculating the ProForma As Adjusted and Pro Forma As Adjusted with
Over-Allotment Option figures for cash, Class A common shares, and additional paid-in capital presented in your Capitalization table
using the information contained in the narrative description here. As previously requested, please provide to us in your response your
detailed calculation of the figures presented here. Adjustments used in in this calculation should be supported by reference to disclosures
elsewhere in the document. For example, net proceeds should not only be specifically disclosed, but the components of such calculation
should be identified. For example, the calculation should be accompanied by a narrative including number of shares, midpoint of the price
range, total gross proceeds, total expenses and commissions deducted from gross proceeds, resulting net proceeds, and page reference
to your document supporting these figures.

RESPONSE:
The Company has revised its disclosures in Amendment No. 4 to the Registration Statement (the “Amendment No. 4”) in response
to the Staff’s comment.

Dilution,
page 38

2.
We continue to be unable to recalculate any of the figures presented as part of your calculation of Dilution from the information
presented in your filing. Please provide to us in your response your detailed calculation of all figures presented here and used in
your calculation of Dilution. This calculation should be footnoted with specific references to where each of the figures used in
every part of the calculation can be found in your document.

RESPONSE:
The Company has revised its disclosures in Amendment No. 4 in response to the Staff’s comment.

Business,
page 58

3.
We note your disclosure on page 56 that the company faces inflationary pressures related to food and beverage costs, labor costs, and
energy costs. Please revise to discuss food and beverage, labor and energy inflation (and any other material inflationary pressures)
in greater detail to include their resulting impacts on the company’s business and operations. Please also discuss in greater detail
the company’s actions, taken or anticipated, if any, to mitigate any identified inflationary pressures. Lastly, if any identified
inflationary pressures have materially impacted or are expected to materially impact the company’s business and operations, please
add a risk factor identifying and discussing the inflationary pressure and how it has affected or may affect the company’s business
and operations.

United
States Securities and Exchange Commission

June
13, 2022

RESPONSE:
The Company has revised its disclosures in Amendment No. 4 in response to the Staff’s comment.

4.
Please disclose whether and how your business segments, products, lines of service, projects, or operations are materially impacted by
supply chain disruptions. For example, discuss whether you have or expect to:

•
suspend the production, purchase, sale or maintenance of certain items;

•
experience labor shortages that impact your business;

•
experience higher costs due to constrained capacity or increased commodity prices or challenges sourcing materials;

•
experience surges or declines in consumer demand for which you are unable to adequately adjust your supply; or

•
be unable to supply products at competitive prices or at all.

Additionally,
explain whether and how you have undertaken efforts to mitigate the impact and where possible quantify the impact to your business or
operations. To the extent applicable, please enhance your risk factors to discuss material supply chain disruptions.

RESPONSE:
The Company has revised its disclosures in Amendment No. 4 in response to the Staff’s comment.

Consolidated
Statements of Cash Flows, page F-6

5.
The amount of shareholder contributions and distributions as disclosed in your statement of cash flows for the year ended December 31,
2020 do not agree to the amounts in your consolidated statements of stockholders’ equity for this period. Please reconcile and
revise these disclosures.

RESPONSE:
The Company has revised its disclosures in Amendment No. 4 in response to the Staff’s comment.

Consolidated
Statements of Operations for the three months ended March 31, 2022 and 2021, page F-26

6.
Please explain how you calculated or determined the weighted average shares used to calculate basic and diluted earnings per share
for three months ended March 31, 2022 and 2021 given that you had 9,450,000 Class A shares outstanding at both December 31, 2021 and
March 31, 2022 and 0 and 1,000,000 Class A shares outstanding at December 31, 2020 and March 31, 2020. Please advise or
revise.

RESPONSE: There have been no changes in the
total number of shares of outstanding shares in common stock from 9,450,900 as of December 31, 2021 to 9,450,900 as of March 31, 2022.
1,000,000 shares of Class A stock shall be exchanged by James Chae for 1,000,000 shares of Class B stock prior to the IPO, which shall
result in no difference in the basic and diluted earnings per share at any time. Weighted average shares outstanding for three months
ended March 31, 2022 were 9,450,900, and we have revised the disclosure to make this clear.

For the three months ended March 31, 2021,
we formed one entity to open a new restaurant during the said period and therefore, we have revised our disclosure to reflect a weighted
average of 2,394,041 shares of common stock outstanding for such period.

We also have provided the calculation table as Exhibit A attached
hereto for your convenience.

3.
Property and Equipment, net, page F-35

7.
The amount of your property and equipment, net, as of March 31, 2022 and December 31, 2021 as disclosed in Note 3 does not agree to the
amounts reflected on your balance sheet on page F-25. Please reconcile and revise these disclosures.

RESPONSE:
The Company has revised its disclosures in Amendment No. 4 in response to the Staff’s comment.

5.
Loan Payables, PPP, page F-37

8.
The amount of loan payables, PPP, as of December 31, 2021 as disclosed on page F-37 does not agree to the amount in the balance sheet
at this date on page F-25. Please reconcile and revise these disclosures.

RESPONSE:
The Company has revised its disclosures in Amendment No. 4 in response to the Staff’s comment.

Exhibit
23.1 Consent of Independent Registered Accounting Firm, page 1

9.
The consent of the independent registered accounting firm references their report dated April 29, 2022, but their report on page F-2
is dated May 27, 2022. Please reconcile and revise these disclosures.

United
States Securities and Exchange Commission

June
13, 2022

RESPONSE:
The Company has reconciled its disclosures in Amendment No. 4 in response to the Staff’s comment.

We
trust that this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel
Matthew Ogurick at 212/536-4085.

    Very truly yours,

    /s/ James Chae

    James Chae, Chief Executive Officer

cc:
Matthew Ogurick, Esq.

Exhibit A

United States securities and exchange commission logo
June 3, 2022
James Chae
Chief Executive Officer
Yoshiharu Global Co.
6940 Beach Blvd., Suite D-705
Buena Park, CA 90621
Re:Yoshiharu Global Co.
Amendment No. 3 to Registration Statement on Form S-1
Filed May 31, 2022
File No. 333-262330
Dear Mr. Chae:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 16, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1
Capitalization, page 37
1.Refer to our previous comment 1. We continue to have difficulty recalculating the Pro
Forma As Adjusted and Pro Forma As Adjusted with Over-Allotment Option figures for
cash, Class A common shares, and additional paid-in capital presented in your
Capitalization table using the information contained in the narrative description here.  As
previously requested, please provide to us in your response your detailed calculation of
the figures presented here.  Adjustments used in in this calculation should be supported by
reference to disclosures elsewhere in the document.  For example, net proceeds should not
only be specifically disclosed, but the components of such calculation should be
identified.  For example, the calculation should be accompanied by a narrative including

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 June 3, 2022 Page 2
 FirstName LastNameJames Chae
Yoshiharu Global Co.
June 3, 2022
Page 2
number of shares, midpoint of the price range, total gross proceeds, total expenses and
commissions deducted from gross proceeds, resulting net proceeds, and page reference to
your document supporting these figures.
Dilution, page 38
2.We continue to be unable to recalculate any of the figures presented as part of your
calculation of Dilution from the information presented in your filing.  Please provide to us
in your response your detailed calculation of all figures presented here and used in your
calculation of Dilution.  This calculation should be footnoted with specific references to
where each of the figures used in every part of the calculation can be found in your
document.
Business, page 58
3.We note your disclosure on page 56 that the company faces inflationary pressures related
to food and beverage costs, labor costs, and energy costs.  Please revise to discuss food
and beverage, labor and energy inflation (and any other material inflationary pressures) in
greater detail to include their resulting impacts on the company's business and operations.
Please also discuss in greater detail the company's actions, taken or anticipated, if any, to
mitigate any identified inflationary pressures.  Lastly, if any identified inflationary
pressures have materially impacted or are expected to materially impact the company's
business and operations, please add a risk factor identifying and discussing the
inflationary pressure and how it has affected or may affect the company's business and
operations.
4.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions.  For example,
discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items;
•experience labor shortages that impact your business;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or
•be unable to supply products at competitive prices or at all.
Additionally, explain whether and how you have undertaken efforts to mitigate the impact
and where possible quantify the impact to your business or operations.  To the extent
applicable, please enhance your risk factors to discuss material supply chain disruptions.
Consolidated Statements of Cash Flows, page F-6
5.The amount of shareholder contributions and distributions as disclosed in your statement
of cash flows for the year ended December 31, 2020 do not agree to the amounts in your
consolidated statements of stockholders' equity for this period.  Please reconcile and
revise these disclosures.

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 June 3, 2022 Page 3
 FirstName LastName
James Chae
Yoshiharu Global Co.
June 3, 2022
Page 3
Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021,
page F-26
6.Please explain how you calculated or determined the weighted average shares used to
calculate basic and diluted earnings per share for three months ended March 31, 2022 and
2021 given that you had 9,450,000 Class A shares outstanding at both December 31, 2021
and March 31, 2022 and 0 and 1,000,000 Class A shares outstanding at December 31,
2020 and March 31, 2020.  Please advise or revise.
3. Property and Equipment, net, page F-35
7.The amount of your property and equipment, net, as of March 31, 2022 and December 31,
2021 as disclosed in Note 3 does not agree to the amounts reflected on your balance sheet
on page F-25.  Please reconcile and revise these disclosures.
5. Loan Payables, PPP, page F-37
8.The amount of loan payables, PPP, as of December 31, 2021 as disclosed on page F-37
does not agree to the amount in the balance sheet at this date on page F-25.  Please
reconcile and revise these disclosures.
Exhibit 23.1 Consent of Independent Registered Accounting Firm, page 1
9.The consent of the independent registered accounting firm references their report dated
April 29, 2022 but their report on page F-2 is dated May 27, 2022.  Please reconcile and
revise these disclosures.
            You may contact Amy Geddes at 202-551-3304 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

May
27, 2022

United
States Securities and Exchange Commission

Division of Corporate Finance

Officer of Trade and Services

Attention: Amy
                                            Geddes 202-551-3304

                                            Linda Cvrkel 202-551-3813

                                            Donald Field 202-551-3680

                                            Erin Jaskot 202-551-3442

  Re:
  Yoshiharu
  Global Co.

  Amendment
  No. 2 to Registration Statement on Form S-1

  Filed
  April 29, 2022

File
No. 333-262330

Dear
Ms. Geddes:

Yoshiharu
Global Co. (the “Company”) confirms receipt of the letter dated May 16, 2022, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. We are responding
to the Staff’s comment as set forth below. The Staff’s comment is set forth below, followed by the Company’s response
in bold:

Amendment
No. 2 to Registration Statement on Form S-1

Capitalization,
page 37

1.
It is unclear how you have revised your document in response to our previous comment As such, we reissue the comment. Please provide
us with your calculations of the amounts of cash and additional paid-in-capital presented in the “Pro Forma As Adjusted”
and “Pro Forma As Adjusted with Over-Allotment Option” columns. Specifically:

●
It does not appear the net proceeds presented in Use of Proceeds on page of $16,380,000 and $18,837,000 respectively, agrees to the changes
between actual amounts as of December 31, 2021 and the as adjusted columns. Confirm our understanding that the net proceeds presented
on page 6 considers the other expenses of issuance and distribution of $825,000 as detailed on page II-1. If our understanding is correct,
please explain to us why it appears a further $825,000 has been deducted from Cash and Equivalents in each pro forma column here.

●
Further, please revise your disclosure to specifically state the compensation expense associated with 549,100 shares issued to Directors
and consultants.

●
In addition, since you are issuing 4,000,000 Class A shares on an as adjusted basis and 4,600,000 Class A shares with the over-allotment
option, please explain how you determined pro forma outstanding shares of 13,000,000 and the pro forma as adjusted with over-allotment
shares of 13,600,000 when you had 9,450,000 outstanding Class A shares on an actual basis at December 31, 2021.

Additionally,
please revise to include stock subscriptions receivable as a component of your stockholders’ deficit at December 31, 2021 and revise
to include disclosure of your total capitalization on an actual basis, on a pro forma as adjusted basis and as adjusted for the over-allotment
option.

SEC
Division of Corporate Finance

May 27, 2022

Page 2

RESPONSE:
The Company has revised its disclosures in Amendment No. 3 to the Registration Statement (the “Amendment No. 3”) in response
to the Staff’s comment.

Dilution,
page 38

2.
Please provide to us in your response your calculation of actual and pro forma net tangible book value and net tangible book value per
share. Please also reconcile the proceeds considered in your calculation of dilution with that disclosed in Use of Proceeds on page 35.
Additionally, please reconcile the number of shares held by existing investors in the table on the bottom of page 38 with the outstanding
shares reflected in your December 31, 2021 balance sheet on page F-3.

RESPONSE:
The Company has revised its disclosures in Amendment No. 3 in response to the Staff’s comment.

Summary
of Cash Flows, page 54

3.
The net cash provided by financing activities for the year ended December 31, 2021 as disclosed in the table on page 54 does not agree
to the amount in your cash flow statement on page F-6. Please reconcile and revise these disclosures.

RESPONSE:
The Company has reconciled its disclosures in Amendment No. 3 in response to the Staff’s comment.

Cash
Flows Provided by (used in) Financing Activities, page 55

4.
The net cash provided by financing activities during the year ended December 31, 2021 of $1.8 million and the shareholder distributions
during this period of $696,575 as discussed on page 55 do not agree to the amounts in the cash flow statement on page F-6. Please reconcile
and revise these disclosures.

RESPONSE:
The Company has reconciled its disclosures in Amendment No. 3 in response to the Staff’s comment.

Consolidated
Financial Statements

Consolidated
Balance Sheets, page F-3

5.
The face of your balance sheet indicates that 3,205,000 shares of Class A common stock were issued and outstanding at December 31, 2020.
Please reconcile this with your presentation on your statement of stockholder’s equity on page F-5.

SEC
Division of Corporate Finance

May 27, 2022

Page 3

RESPONSE:
The Company has reconciled its disclosures in Amendment No. 3 in response to the Staff’s comment.

Consolidated
Statements of Cash Flows, page F-6

6.
The amount of shareholder contributions and distributions as disclosed in your statement of cash flows for the year ended December 31,
2021 do not agree to the amounts in consolidated statements of stockholders’ equity for this period or with the amounts in Note
8. Please reconcile and revise these disclosures.

RESPONSE:
The Company has reconciled its disclosures in Amendment No. 3 in response to the Staff’s comment.

We
trust that this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel
Matthew Ogurick at 212/536-4085.

    Very
    truly yours,

    /s/
    James Chae

    James
    Chae, Chief Executive Officer

cc:
Matthew Ogurick, Esq.

United States securities and exchange commission logo
May 16, 2022
James Chae
Chief Executive Officer
Yoshiharu Global Co.
6940 Beach Blvd., Suite D-705
Buena Park, CA 90621
Re:Yoshiharu Global Co.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 29, 2022
File No. 333-262330
Dear Mr. Chae:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 15, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1
Capitalization, page 37
1.It is unclear how you have revised your document in response to our previous comment 1.
As such, we reissue the comment.  Please provide us with your calculations of the
amounts of cash and additional paid-in-capital presented in the "Pro Forma As Adjusted"
and "Pro Forma As Adjusted with Over-Allotment Option" columns.  Specifically:
•It does not appear the net proceeds presented in Use of Proceeds on page 6 of
$16,380,000 and $18,837,000 respectively, agrees to the changes between actual
amounts as of December 31, 2021 and the as adjusted columns.  Confirm our
understanding that the net proceeds presented on page 6 considers the other expenses
of issuance and distribution of $825,000 as detailed on page II-1.  If our

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 May 16, 2022 Page 2
 FirstName LastName
James Chae
Yoshiharu Global Co.
May 16, 2022
Page 2
understanding is correct, please explain to us why it appears a further $825,000 has
been deducted from Cash and Equivalents in each pro forma column here.
•Further, please revise your disclosure to specifically state the compensation expense
associated with 549,100 shares issued to Directors and consultants.
•In addition, since you are issuing 4,000,000 Class A shares on an as adjusted basis
and 4,600,000 Class A shares with the over-allotment option, please explain how you
determined pro forma outstanding shares of 13,000,000 and the pro forma as adjusted
with over-allotment shares of 13,600,000 when you had 9,450,000 outstanding Class
A shares on an actual basis at December 31, 2021
Additionally, please revise to include stock subscriptions receivable as a component of
your stockholders' deficit at December 31, 2021 and revise to include disclosure of your
total capitalization on an actual basis, on a pro forma as adjusted basis and as adjusted for
the over-allotment option.

Dilution, page 38
2.Please provide to us in your response your calculation of actual and pro forma net tangible
book value and net tangible book value per share.  Please also reconcile the proceeds
considered in your calculation of dilution with that disclosed in Use of Proceeds on page
35.  Additionally, please reconcile the number of shares held by existing investors in the
table on the bottom of page 38 with the outstanding shares reflected in your December 31,
2021 balance sheet on page F-3.
Summary of Cash Flows, page 54
3.The net cash provided by financing activities for the year ended December 31, 2021 as
disclosed in the table on page 54 does not agree to the amount in your cash flow statement
on page F-6.  Please reconcile and revise these disclosures.
Cash Flows Provided by (used in) Financing Activities, page 55
4.The net cash provided by financing activities during the year ended December 31, 2021 of
$1.8 million and the shareholder distributions during this period of $696,575 as discussed
on page 55 do not agree to the amounts in the cash flow statement on page F-6.  Please
reconcile and revise these disclosures.
Consolidated Financial Statements
Consolidated Balance Sheets, page F-3
5.The face of your balance sheet indicates that 3,205,000 shares of Class A common stock
were issued and outstanding at December 31, 2020.  Please reconcile this with your
presentation on your statement of stockholder's equity on page F-5.

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 May 16, 2022 Page 3
 FirstName LastName
James Chae
Yoshiharu Global Co.
May 16, 2022
Page 3
Consolidated Statements of Cash Flows, page F-6
6.The amount of shareholder contributions and distributions as disclosed in your statement
of cash flows for the year ended December 31, 2021 do not agree to the amounts in your
consolidated statements of stockholders' equity for this period or with the amounts in Note
8.  Please reconcile and revise these disclosures.
            You may contact Amy Geddes at 202-551-3304 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

April
29, 2022

United
States Securities and Exchange Commission

Division
of Corporate Finance

Officer
of Trade and Services

    Attention:

    Amy Geddes 202-551-3304

    Linda Cvrkel 202-551-3813

    Donald Field 202-551-3680

    Erin Jaskot 202-551-3442

  Re:
  Yoshiharu Global Co.

  Amendment No. 1 to Registration Statement on Form
  S-1

  Filed February 9, 2022

  File No. 333-262330

Dear
Ms. Geddes:

Yoshiharu
Global Co. (the “Company”) confirms receipt of the letter dated February 15, 2022, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. We are responding
to the Staff’s comment as set forth below. The Staff’s comment is set forth below, followed by the Company’s response
in bold:

Amendment
No. 1 to Registration Statement on Form S-1

Capitalization,
page 37

1. Please
                                            provide us with your calculations of the amounts of cash and additional paid-in- capital
                                            presented in the “Pro Forma As Adjusted” and “Pro Forma As Adjusted with
                                            Over- Allotment Option” columns. Specifically, it does not appear the net proceeds
                                            presented in Use of Proceeds on page 6 of $16,380,000 and $18,837,000 respectively, agrees
                                            to the changes between actual amounts as of September 30, 2021 and the as adjusted columns.
                                            Further, please revise your disclosure to specifically state the compensation expense associated
                                            with 549,100 shares issued to Directors and consultants. In addition, since you are only
                                            issuing 4,000,000 Class A shares on an as adjusted basis and 4,600,000 Class A shares with
                                            the over-allotment option, please explain how you determined pro forma outstanding shares
                                            of 13,000,000 and the pro forma as adjusted with over-allotment shares of 13,600,000 when
                                            you had no outstanding Class A shares on an actual basis at September 30, 2021.

  RESPONSE:
                                            The Company has revised its disclosure in the Amendment in response to the Staff’s
                                            comment above.

Dilution,
page 38

2. It
                                            does not appear you have considered liabilities in your calculation of net tangible book
                                            value. Please revise to include your liabilities in the calculation of net tangible book
                                            value and provide us with your revised calculation. As part of this recalculation of Dilution,
                                            please reconcile the proceeds considered in your calculation of dilution and that as disclosed
                                            in Use of Proceeds on page 35.

  RESPONSE:
                                            The Company has revised its disclosure in the Amendment in response to the Staff’s
                                            comment above.

Division
of Corporate Finance

April
29, 2022

Page
2

Certain
Relationships and Related Party Transactions, page 87

3. We
                                            note your response to our prior comment 8 and reissue. Please revise the third paragraph
                                            to disclose the balance owed to APIIS Financial, Inc. as of December 31, 2021.

  RESPONSE:
                                            The Company has revised its disclosure in the Amendment in response to the Staff’s
                                            comment above.

4. We
                                            note your response to our prior comment 9 and reissue. Please revise the fourth paragraph
                                            to quantify the distributions made to Mr. Chae during the last two fiscal years, i.e. December
                                            31, 2021 and December 31, 2020.

  RESPONSE:
                                            The Company has revised its disclosure in the Amendment in response to the Staff’s
                                            comment above.

Material
U.S. Federal Income Tax Considerations, page 95

5. We
                                            note your response to our prior comment 11 and reissue. Please remove the statements in this
                                            section that the discussion is for general information only, as purchasers in the offering
                                            are entitled to rely on this disclosure. In this regard, we note that an inappropriate disclaimer
                                            is still contained in the last paragraph of this section.

  RESPONSE:
                                            The Company has revised its disclosure in the Amendment in response to the Staff’s
                                            comment above.

Yoshiharu
Global Co. and Subsidiaries Financial Statements 7. Related Party Transactions, page F-16

6. Please
                                            revise the disclosure of the balance due to James Chae and his affiliate APIIS Financial
                                            Inc. to present the balance due at December 31, 2020 and 2019, not September 30, 2021 and
                                            December 31, 2020.

  RESPONSE:
                                            The Company has revised its disclosure in the Amendment in response to the Staff’s
                                            comment above.

We
trust that this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel
Matthew Ogurick at 212/536-4085.

    Very
    truly yours,

    /s/
    James Chae

    James
    Chae, Chief Executive Officer

cc:
Matthew Ogurick, Esq.

United States securities and exchange commission logo
February 15, 2022
James Chae
Chief Executive Officer
Yoshiharu Global Co.
6940 Beach Blvd., Suite D-705
Buena Park, CA 90621
Re:Yoshiharu Global Co.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 9, 2022
File No. 333-262330
Dear Mr. Chae:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 3, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Capitalization, page 37
1.Please provide us with your calculations of the amounts of cash and additional paid-in-
capital presented in the "Pro Forma As Adjusted" and "Pro Forma As Adjusted with Over-
Allotment Option" columns.  Specifically, it does not appear the net proceeds presented in
Use of Proceeds on page 6 of $16,380,000 and $18,837,000 respectively, agrees to the
changes between actual amounts as of September 30, 2021 and the as adjusted columns.
Further, please revise your disclosure to specifically state the compensation expense
associated with 549,100 shares issued to Directors and consultants.  In addition, since you
are only issuing 4,000,000 Class A shares on an as adjusted basis and 4,600,000 Class A
shares with the over-allotment option, please explain how you determined pro forma

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 February 15, 2022 Page 2
 FirstName LastName
James Chae
Yoshiharu Global Co.
February 15, 2022
Page 2
outstanding shares of 13,000,000 and the pro forma as adjusted with over-allotment shares
of 13,600,000 when you had no outstanding Class A shares on an actual basis at
September 30, 2021.
Dilution, page 38
2.It does not appear you have considered liabilities in your calculation of net tangible book
value.  Please revise to include your liabilities in the calculation of net tangible book value
and provide us with your revised calculation.  As part of this recalculation of Dilution,
please reconcile the proceeds considered in your calculation of dilution and that as
disclosed in Use of Proceeds on page 35.
Certain Relationships and Related Party Transactions, page 87
3.We note your response to our prior comment 8 and reissue.  Please revise the third
paragraph to disclose the balance owed to APIIS Financial, Inc. as of December 31,
2021.
4.We note your response to our prior comment 9 and reissue.  Please revise the fourth
paragraph to quantify the distributions made to Mr. Chae during the last two fiscal years,
i.e. December 31, 2021 and December 31, 2020.
Material U.S. Federal Income Tax Considerations, page 95
5.We note your response to our prior comment 11 and reissue.  Please remove the
statements in this section that the discussion is for general information only, as purchasers
in the offering are entitled to rely on this disclosure.  In this regard, we note that an
inappropriate disclaimer is still contained in the last paragraph of this section.
Yoshiharu Global Co. and Subsidiaries Financial Statements
7. Related Party Transactions, page F-16
6.Please revise the disclosure of the balance due to James Chae and his affiliate APIIS
Financial Inc. to present the balance due at December 31, 2020 and 2019, not September
30, 2021 and December 31, 2020.
            You may contact Amy Geddes at 202-551-3304 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

February
8, 2022

United
States Securities and Exchange Commission

Division
of Corporate Finance

Officer
of Trade and Services

    Attention:
    Amy Geddes 202-551-3304

    Linda Cvrkel 202-551-3813

    Donald Field 202-551-3680

    Erin Jaskot 202-551-3442

    Re:
    Yoshiharu Global Co.

    Registration Statement on Form S-1

    Filed January 25, 2022

    File 333-262330

Dear
Ms. Geddes:

Yoshiharu
Global Co. (the “Company”) confirms receipt of the letter dated February 3, 2022, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. We are responding
to the Staff’s comment as set forth below. The Staff’s comment is set forth below, followed by the Company’s response
in bold:

Registration
Statement on Form S-1

Prospectus
Summary, page 1

    1.
    We note that the first
    bullet of the fourth paragraph highlights your revenue growth between a period affected by COVID-19 and a recovery period in
    2021. Please revise to balance the revenue growth discussion with known trends, i.e.
    the COVID-19 pandemic, which affected your reported results between the comparative periods.

RESPONSE:
The Company has revised its disclosure in response to the Staff’s comment above in Amendment No. 1 to the Registration Statement
(the “Amendment”).

    2.
    We note your response to
    our prior comment 2 and reissue in part. We note your disclosure in the fourth paragraph that you believe that you have the
    potential to grow your current domestic corporate-owned restaurants and international footprint to at least 250 restaurants domestically
    and at least 750 restaurants internationally and that you do not currently have an anticipated timeframe for this expansion. Please
    revise to balance your growth potential with a brief discussion of your historical growth rate and your near
    term growth expectations.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

    3.
    Please clarify whether
    the three stores under construction are included in the eight that are expected
    to open in 2022. Please also clarify elsewhere that you include this disclosure.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

SEC
Division of Corporate Finance

February
8, 2022

Page
2

Our
long-term success is highly dependent on our ability to successfully identify and secure appropriate sites, page 12

    4.
    We note your disclosure
    that you opened one new restaurant in fiscal year 2019 and one new restaurant in fiscal year 2020 “by utilizing approximately
    25% of the net proceeds of this offering.” The language regarding the use of net
    proceeds of this offering appears misplaced. Please revise the risk factor as applicable.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Capitalization,
page 37

    5.
    We note that your Use of
    Proceeds disclosure does not include repayment of any debt, but your current presentation
    in the Capitalization table appears to reflect a reduction of debt. Please clarify your disclosure and tabular presentation, as appropriate.
    Also, please provide footnote disclosure explaining how you calculated or determined your as adjusted cash and additional paid-in-capital.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Dilution,
page 38

    6.
    Please provide to us your calculation of net tangible
    book value and net tangible book value per share.

RESPONSE:
Please find attached as Exhibit A the Company’s calculation of net tangible book value and net tangible book value per share.

Properties,
page 62

    7.
    With respect to your three
    restaurants under construction and eight new restaurants to be opened in fiscal
    year 2022, please disclose the total anticipated costs.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Certain
Relationships and Related Party Transactions, page 86

    8.
    Please revise the second
    paragraph to disclose the balance owed to APIIS Financial Group as of December 31,
    2021.

RESPONSE:
The Company has disclosed in the face of the balance sheet the balance owed to APIIS Financial, Inc. as of September 30, 2021 in accordance
with the related party disclosure requirements. The Company has not yet closed its December 31, 2021 books and do not have the accurate
and complete balance owed to APIIS Financial, Inc. as of December 31, 2021. However, we have updated the disclosure and included balances
as of September 30, 2021, December 31, 2020, September 30, 2020, and December 31, 2019.

SEC
                                            Division of Corporate Finance

February
8, 2022

Page
3

    9.
    Please revise the third
    paragraph to clarify the distributions made to Mr. Chae during the last two fiscal
    years, i.e. December 31, 2021 and December 31, 2020.

RESPONSE:
The distributions made to Mr. Chae during years ended December 31, 2020 and 2021 and for the nine months September 30, 2021 and 2020
primarily represent capital or dividend distribution or draw which do not require repayment from Mr. Chae to the Company. Although, this
distribution caused accumulated deficit, the Company does not expect the distribution or draw amount to be repaid back from Mr. Chae
to the Company and the Company expects positive future cash flows from operations and net income to be able to have positive accumulated
earnings.

Exclusive
Forum, page 91

10. We
                                            note that the disclosure in this section and the applicable risk factor do not align with
                                            Article IX of your bylaws filed as Exhibit 3.2. If your exclusive forum provision does not
                                            apply to actions arising under the Securities Act or Exchange Act, please ensure that
                                            the exclusive forum provision in the governing documents states this clearly, or tell us
                                            how you will inform investors in future filings that the provision does not apply to any
                                            actions arising under the Securities Act or Exchange Act.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Material
U.S. Federal Income Tax Considerations, page 94

11. Please
                                            remove the statements in this section that the discussion is for general information purposes
                                            only, as purchasers in the offering are entitled to rely on this disclosure.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Yoshiharu
Global Co. and Subsidiaries Financial Statements

7.
Related Party Transactions, page F-16

12. Please
                                            revise to disclose the amount of distributions to Mr. James Chae for the years ended December
                                            31, 2019 and 2020 rather than the nine months ended September 30, 2020 and 2021. Also, please
                                            revise to also disclose the amounts due to APIIS Financial Group as of December 31, 2019.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

SEC
Division of Corporate Finance

February
8, 2022

Page
4

8.
Related Party Transactions, page F-35

13. The
                                            amount of distributions to Mr. James Chae for the nine months ended September 30, 2021 and
                                            2021 as disclosed in Note 8 to your interim financial statements on page F-35 does not agree
                                            to the amount reflected in your statements of changes in shareholders’ equity or statements
                                            of cash flows for the period on pages F-21 and F-22. Please reconcile and revise these disclosures.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Signatures,
page II-5

14. Please
                                            revise the second half of the signature page to include the signatures of at least a
                                            majority of your board of directors. Refer to Instruction 1 to Signatures on Form
                                            S-1.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Exhibits

15. Refer
                                            to Exhibit 5.1. Please refer to the fifth and eighth paragraphs. We note that the two
                                            paragraphs reference different opinion paragraphs with respect to New York law. For
                                            example, the fifth paragraph references opinion paragraphs 3, 4 and 5 while the eighth paragraph
                                            references opinion paragraphs 2, 3 and 5. Please reconcile or advise.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

We
trust that this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel
Matthew Ogurick at 212/536-4085.

    Very truly yours,

    /s/ James
    Chae

    James Chae, Chief Executive Officer

    cc: Matthew Ogurick, Esq.

Exhibit
A

    Pre-Offering
    Offering
    Post-Offering
    Underwriter Option
    Post-Offering incl. U/W Option

    Tangible Book Value

    Total Assets at 9/30/2021
      4,791,007

    Less: Operating lease right-of-use asset
      (2,284,081 )

    Tangible Book Value at 9/30/2021
      2,506,926
      15,555,000
      18,061,926
      2,457,000
      18,012,000

    Shares outstanding (pre-offering is effectively after the incorporation)
      10,000,000
      4,000,000
      14,000,000
      600,000
      14,600,000

    Tangible Book Value per Share at 9/30/2021
    $ 0.25

    $ 1.29

    $ 1.23

    Assumed Proceeds from offered Units
      18,000,000

    Assumed Fees, net of discount
      (1,620,000 )
      91% - % of Proceeds, net of discount

    Assumed Fees, net of discount
      (825,000 )

    Net Proceeds from the Offering
      15,555,000

    Proceeds from Underwriter Option
      2,457,000

    Total Proceeds Assuming Exercise of Underwriter Option
      18,012,000

    Offered Units
      4,000,000

    Underwriter Option
      600,000

    Total Possible New Shares
      4,600,000

United States securities and exchange commission logo
February 3, 2022
James Chae
Chief Executive Officer
Yoshiharu Global Co.
6940 Beach Blvd., Suite D-705
Buena Park, CA 90621
Re:Yoshiharu Global Co.
Registration Statement on Form S-1
Filed January 25, 2022
File No. 333-262330
Dear Mr. Chae:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note that the first bullet of the fourth paragraph highlights your revenue growth
between a period affected by COVID-19 and a recovery period in 2021.  Please revise to
balance the revenue growth discussion with known trends, i.e. the COVID-19 pandemic,
which affected your reported results between the comparative periods.

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 February 3, 2022 Page 2
 FirstName LastName
James Chae
Yoshiharu Global Co.
February 3, 2022
Page 2
2.We note your response to our prior comment 2 and reissue in part.  We note your
disclosure in the fourth paragraph that you believe that you have the potential to grow
your current domestic corporate-owned restaurants and international footprint to at least
250 restaurants domestically and at least 750 restaurants internationally and that you do
not currently have an anticipated timeframe for this expansion.  Please revise to balance
your growth potential with a brief discussion of your historical growth rate and your near
term growth expectations.
3.Please clarify whether the three stores under construction are included in the eight that are
expected to open in 2022.  Please also clarify elsewhere that you include this disclosure.
Our long-term success is highly dependent on our ability to successfully identify and secure
appropriate sites, page 12
4.We note your disclosure that you opened one new restaurant in fiscal year 2019 and one
new restaurant in fiscal year 2020 "by utilizing approximately 25% of the net proceeds of
this offering."  The language regarding the use of net proceeds of this offering appears
misplaced.  Please revise the risk factor as applicable.
Capitalization, page 37
5.We note that your Use of Proceeds disclosure does not include repayment of any debt, but
your current presentation in the Capitalization table appears to reflect a reduction of debt.
Please clarify your disclosure and tabular presentation, as appropriate.  Also, please
provide footnote disclosure explaining how you calculated or determined your as adjusted
cash and additional paid-in-capital.
Dilution, page 38
6.Please provide to us your calculation of net tangible book value and net tangible book
value per share.
Properties, page 62
7.With respect to your three restaurants under construction and eight new restaurants to be
opened in fiscal year 2022, please disclose the total anticipated costs.
Certain Relationships and Related Party Transactions, page 86
8.Please revise the second paragraph to disclose the balance owed to APIIS Financial Group
as of December 31, 2021.
9.Please revise the third paragraph to clarify the distributions made to Mr. Chae during the
last two fiscal years, i.e. December 31, 2021 and December 31, 2020.

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 February 3, 2022 Page 3
 FirstName LastName
James Chae
Yoshiharu Global Co.
February 3, 2022
Page 3
Exclusive Forum, page 91
10.We note that the disclosure in this section and the applicable risk factor do not align with
Article IX of your bylaws filed as Exhibit 3.2.  If your exclusive forum provision does not
apply to actions arising under the Securities Act or Exchange Act, please ensure that the
exclusive forum provision in the governing documents states this clearly, or tell us how
you will inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act.
Material U.S. Federal Income Tax Considerations, page 94
11.Please remove the statements in this section that the discussion is for general information
purposes only, as purchasers in the offering are entitled to rely on this disclosure.
Yoshiharu Global Co. and Subsidiaries Financial Statements
7. Related Party Transactions, page F-16
12.Please revise to disclose the amount of distributions to Mr. James Chae for the years
ended December 31, 2019 and 2020 rather than the nine months ended September 30,
2020 and 2021.  Also, please revise to also disclose the amounts due to APIIS Financial
Group as of December 31, 2019.
8. Related Party Transactions, page F-35
13.The amount of distributions to Mr. James Chae for the nine months ended September 30,
2021 and 2021 as disclosed in Note 8 to your interim financial statements on page F-35
does not agree to the amount reflected in your statements of changes in shareholders'
equity or statements of cash flows for the period on pages F-21 and F-22.  Please reconcile
and revise these disclosures.
Signatures, page II-5
14.Please revise the second half of the signature page to include the signatures of at least a
majority of your board of directors.  Refer to Instruction 1 to Signatures on Form S-1.
Exhibits
15.Refer to Exhibit 5.1.  Please refer to the fifth and eighth paragraphs.  We note that the two
paragraphs reference different opinion paragraphs with respect to New York law.  For
example, the fifth paragraph references opinion paragraphs 3, 4 and 5 while the eighth
paragraph references opinion paragraphs 2, 3 and 5.  Please reconcile or advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 February 3, 2022 Page 4
 FirstName LastName
James Chae
Yoshiharu Global Co.
February 3, 2022
Page 4
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Amy Geddes at 202-551-3304 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SEC
Division of Corporate

Finance

January
25, 2022

Page
1

January
25, 2022

Division
of Corporate Finance

Officer
of Trade and Services

    Attention:

    Amy
    Geddes 202-551-3304

    Linda
    Cvrkel 202-551-3813

    Donald
    Field 202-551-3680

    Erin
    Jaskot 202-551-3442

Re:
Yoshiharu Global Co. Draft Registration Statement on Form S-1 Submitted December 15, 2021

CIK
No. 0001898604

Dear
Ms. Geddes:

Yoshiharu
Global Co. (the “Company”) confirms receipt of the letter dated January 14, 2022 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. We are responding
to the Staff’s comment as set forth below. The Staff’s comment is set forth below, followed by the Company’s response
in bold:

Draft
Registration Statement on Form S-1

Cover
Page

    1.
    Please
    refer to the prospectus cover page. We note your disclosure that the company will be a controlled company following the completion
    of the offering. Please revise the third paragraph to clarify, if true, that Mr. Chae will have the ability to determine all matters
    requiring approval by stockholders.

RESPONSE:
The Company has revised its disclosure in response to the Staff’s comment above in Amendment No. 1 to the Registration Statement
(the “Amendment”).

Prospectus
Summary, page 1

    2.
    We
    note your disclosure in the fourth paragraph that you believe that your long-term total restaurant potential in the United States
    is over 400 restaurants and that you can grow to over 1,000 restaurants globally through the expansion of your corporate-owned store
    footprint and establishing a franchise program. Please revise to balance your growth potential disclosure by adding your estimate
    of the time frame associated with this growth and clarify your near term growth expectations. Lastly, please clarify that you do
    not currently have a franchise program.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

SEC
                                            Division of Corporate

Finance

January
25, 2022

Page
2

    3.
    Please
    revise the fourth paragraph to disclose your net income or loss for the periods included in your audited and interim financial
    statements. Please also revise to disclose that your auditor has included a going concern qualification in its audit report related
    to your audited financial statements.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

    4.
    It
    appears that your business and operations were significantly affected by the COVID-19 pandemic in 2020 and that your business
    and operations have recovered in 2021. Please revise to briefly discuss the impact COVID-19 had on your business and operations.
    Additionally, we note that the fourth paragraph highlights your revenue growth between a period affected by COVID-19 and a recovery
    period in 2021. Please revise to discuss your revenue for the audited and interim periods reported in your financial statements and
    balance any revenue discussion with known trends which affected your reported results. Additionally, we note that you have received
    a number of Payroll Protection Program loans. Please revise to briefly discuss these loans, amounts received and forgiven and how
    they have affected your reported results of operation.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Summary
Historical Financial and Operating Data, page 10

    5.
    We
    note you have presented Adjusted EBITDA and Restaurant-Level Contribution as Key Financial and Operating Metrics, and that you
    have identified these items as non-GAAP measures. In your reconciliations of these measures to net income and operating loss, you
    adjust for pre-opening expenses and costs representing pre-opening rent expense and training and recruitment costs for new employees.
    These types of expenses appear to represent normal, recurring, cash operating expenses necessary to operate a registrant’s
    business. Please revise your presentation to exclude these adjustments or tell us why you believe these adjustments are appropriate.
    Refer to the guidance in Question 100.01 of the Compliance and Disclosure Interpretation on Non-GAAP Financial Measures.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

    6.
    We
    note you have reconciled the non-GAAP measure Restaurant-Level Contribution to Operating Loss. Please revise your presentation
    to reconcile this measure to the most comparable GAAP measure, gross margin. In this regard, it appears your measure of gross margin
    is “Net operating restaurant operating income” as presented on the face of your consolidated statements of operations.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

SEC
                                            Division of Corporate

Finance

January
25, 2022

Page
3

Risk
Factors

Changes
in food and supply costs...

Failure
to receive frequent deliveries of fresh food... If we face labor shortages..., page 19

    7.
    Please
    revise these risk factors to address any material impact to the Company, or risk of a material impact, due to recent supply
    chain issues, increases in costs of food and supplies, and/or labor shortages.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Use
of Proceeds, page 34

    8.
    Please
    revise the third paragraph to more specifically identify the principal purposes for which the net proceeds are intended to be
    used and the approximate amount intended to be used for each such purpose. Given your expectations that you will open 14 restaurants
    in 2022, please indicate how much of the net proceeds you expect will go toward opening such restaurants. If a material amount of
    other funds are necessary to open the 14 additional restaurants, please state the amounts of such other funds needed and the sources
    thereof. Refer to Item 504 of Regulation S-K. Elsewhere in the prospectus where you discuss your plans to open 14 restaurants, please
    disclose the total anticipated cost and how you plan to finance the openings.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Capitalization,
page 35

    9.
    The
    amount due to related party at September 30, 2021 as disclosed in your capitalization table does not agree to the amount reflected
    in the balance sheet as of this date on page F- 19. Please reconcile and revise these disclosures.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

COVID-19
Impact on Concentration of Risk, page 42

    10.
    We
    note your disclosure that you have experienced significant disruptions to your business due to the COVID-19 pandemic and related
    suggested and mandated social distancing and shelter-in-place orders. Please revise, to the extent possible, to quantify the negative
    impacts COVID-19 has had on your business and operations. Please also add a risk factor to discuss the COVID-19 pandemic and the
    risks it has presented and may continue to present to your business and operations.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

SEC
                                            Division of Corporate

Finance

January
25, 2022

Page
4

Business
Properties, page 60

    11.
    We
    note that you expect to open 14 new restaurants in fiscal year 2022. Please indicate the progress you have made toward such
    openings, including the number for which you have finalized site selection, started construction, and/or entered into definitive
    agreements related to the construction of such new restaurants. Please also file such agreements as material contracts, to the extent
    required by Item 601(b)(10) of Regulation S-K. If you have not started the site selection or construction process for any of the
    14 restaurants, please state this fact.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

    12.
    Please
    explain why you closed your West Hollywood and Lynwood locations in 2019.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

    13.
    Please
    file your leases as material contracts under Item 601(b)(10) of Regulation S-K, or, in the alternative, please tell us why you
    do not believe you are required to do so.

RESPONSE:
The Company has updated its disclosures in the Amendment to attach as exhibits material lease agreements regarding the items in Staff’s
comment above.

Executive
Compensation, page 80

    14.
    We
    note a few dated references to December 31, 2020 and fiscal year 2020 in the included discussions. As applicable, please revise
    this section for the most recently completed fiscal year.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Certain
Relationships and Related Party Transactions, page 84

15. We
                                            note that your audited and interim financial statements include a large related party current
                                            liability. As of September 30, 2021, the due to related party is $1,337,590. Please revise
                                            this section to disclose this related party liability and to include the information required
                                            by Item 404 of Regulation S-K. Additionally, we note that this liability is due on
                                            demand. Please revise to include a risk factor discussing this liability and any associated
                                            risks.

RESPONSE: The Company has revised its
disclosure in the Amendment in response to the Staff’s comment above to clarify that this amount is due to APIIS Financial Group,
a company which is controlled by James Chae.

SEC
                                            Division of Corporate

Finance

January
25, 2022

Page
5

    16.
    We
    note that the company has made distributions to Mr. Chae in 2019 and 2020. Please include the information required by Item 404
    of Regulation S-K with respect to these distributions, or tell us why such disclosure is not required.

RESPONSE: The Company made
distributions in the form of dividends to Mr. Chae in 2019 and 2020 as the sole stockholder of the Company, and the Company has
revised its disclosure in the Amendment in response to the Staff’s comment above to clarify this point.

Exclusive
Forum, page 89

    17.
    Please
    reconcile the disclosure in this section with the applicable risk factor on page 30. In this regard, we note that the risk factor
    focuses solely on your bylaws while this section states that each of your certificate of incorporation and bylaws will include exclusive
    forum provisions.

RESPONSE:
The Company has revised its disclosure in the Amendment in response to the Staff’s comment above.

Yoshiharu
Global Co. and Subsidiaries Financial Statements Consolidated Statements of Stockholders’ Equity, page F-21

    18.
    The
    amounts of the net losses reflected in the consolidated statements of stockholders’ equity for the nine months ended September
    30, 2021 and 2020 do not agree to the amounts reflected in the consolidated statements of operations for these periods on page F-20.
    Also, the amounts of distributions reflected in the consolidated statements of stockholders’ equity for these periods do not
    agree with the amounts in the statements of cash flows on page F-22. Please reconcile and revise these disclosures.

RESPONSE:
The Company has revised its financial statements in response to the Staff’s comment above.

5.
Loan Payables, PPP, page F-29

    19.
    The
    amount of total loans payable at December 31, 2020 as disclosed in Note 5 does not agree to the amount in the consolidated balance
    sheet on page F-19. Please reconcile and revise these disclosures.

RESPONSE:
The Company has revised its financial statements in response to the Staff’s comment above.

General

    20.
    Please
    provide us with supplemental copies of all written communications, as defined in Rule 405 under the Securities Act, that you,
    or anyone authorized to do so on your behalf, have presented or expect to present to potential investors in reliance on Section 5(d)
    of the Securities Act, whether or not you retained, or intend to retain, copies of those communications. Please contact the staff
    member associated with the review of this filing to discuss how to submit the materials, if any, to us for our review.

RESPONSE:
The Company has not prepared or distributed any written communications, either directly or indirectly, to any potential investors in
reliance on Section 5(d) of the Securities Act, and acknowledges that it will contact the staff member associated with the review of
this filing in the event the Company does intend to present any such materials to potential investors.

We
trust that this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel
Matthew Ogurick at 212/536-4085.

    Sincerely,

    /s/
    James Chae

    James
    Chae,

    Chief
    Executive Officer

United States securities and exchange commission logo
January 14, 2022
James Chae
Chief Executive Officer
Yoshiharu Global Co.
6940 Beach Blvd., Suite D-705
Buena Park, CA 90621
Re:Yoshiharu Global Co.
Draft Registration Statement on Form S-1
Submitted December 15, 2021
CIK No. 0001898604
Dear Mr. Chae:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please refer to the prospectus cover page.  We note your disclosure that the company will
be a controlled company following the completion of the offering.  Please revise the third
paragraph to clarify, if true, that Mr. Chae will have the ability to determine all matters
requiring approval by stockholders.
Prospectus Summary, page 1
2.We note your disclosure in the fourth paragraph that you believe that your long-term total
restaurant potential in the United States is over 400 restaurants and that you can grow to
over 1,000 restaurants globally through the expansion of your corporate-owned store

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 January 14, 2022 Page 2
 FirstName LastName
James Chae
Yoshiharu Global Co.
January 14, 2022
Page 2
footprint and establishing a franchise program.  Please revise to balance your growth
potential disclosure by adding your estimate of the time frame associated with this growth
and clarify your near term growth expectations.  Lastly, please clarify that you do not
currently have a franchise program.
3.Please revise the fourth paragraph to disclose your net income or loss for the periods
included in your audited and interim financial statements.  Please also revise to disclose
that your auditor has included a going concern qualification in its audit report related to
your audited financial statements.
4.It appears that your business and operations were significantly affected by the COVID-19
pandemic in 2020 and that your business and operations have recovered in 2021.  Please
revise to briefly discuss the impact COVID-19 had on your business and operations.
Additionally, we note that the fourth paragraph highlights your revenue growth between a
period affected by COVID-19 and a recovery period in 2021.  Please revise to discuss
your revenue for the audited and interim periods reported in your financial statements and
balance any revenue discussion with known trends which affected your reported results.
Additionally, we note that you have received a number of Payroll Protection Program
loans.  Please revise to briefly discuss these loans, amounts received and forgiven and
how they have affected your reported results of operation.
Summary Historical Financial and Operating Data, page 10
5.We note you have presented Adjusted EBITDA and Restaurant-Level Contribution as Key
Financial and Operating Metrics, and that you have identified these items as non-GAAP
measures.  In your reconciliations of these measures to net income and operating loss, you
adjust for pre-opening expenses and costs representing pre-opening rent expense and
training and recruitment costs for new employees.  These types of expenses appear to
represent normal, recurring, cash operating expenses necessary to operate a registrant’s
business.  Please revise your presentation to exclude these adjustments or tell us why you
believe these adjustments are appropriate.  Refer to the guidance in Question 100.01 of the
Compliance and Disclosure Interpretation on Non-GAAP Financial Measures.
6.We note you have reconciled the non-GAAP measure Restaurant-Level Contribution to
Operating Loss.  Please revise your presentation to reconcile this measure to the most
comparable GAAP measure, gross margin.  In this regard, it appears your measure of
gross margin is "Net operating restaurant operating income" as presented on the face of
your consolidated statements of operations.

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 January 14, 2022 Page 3
 FirstName LastName
James Chae
Yoshiharu Global Co.
January 14, 2022
Page 3
Risk Factors
Changes in food and supply costs...
Failure to receive frequent deliveries of fresh food...
If we face labor shortages..., page 19
7.Please revise these risk factors to address any material impact to the company, or risk of a
material impact, due to recent supply chain issues, increases in costs of food and supplies,
and/or labor shortages.
Use of Proceeds, page 34
8.Please revise the third paragraph to more specifically identify the principal purposes for
which the net proceeds are intended to be used and the approximate amount intended to be
used for each such purpose.  Given your expectations that you will open 14 restaurants in
2022, please indicate how much of the net proceeds you expect will go toward opening
such restaurants.  If a material amount of other funds are necessary to open the 14
additional restaurants, please state the amounts of such other funds needed and the sources
thereof.  Refer to Item 504 of Regulation S-K.  Elsewhere in the prospectus where you
discuss your plans to open 14 restaurants, please disclose the total anticipated cost and
how you plan to finance the openings.
Capitalization, page 35
9.The amount due to related party at September 30, 2021 as disclosed in your capitalization
table does not agree to the amount reflected in the balance sheet as of this date on page F-
19.  Please reconcile and revise these disclosures.
COVID-19 Impact on Concentration of Risk, page 42
10.We note your disclosure that you have experienced significant disruptions to your
business due to the COVID-19 pandemic and related suggested and mandated social
distancing and shelter-in-place orders.  Please revise, to the extent possible, to quantify the
negative impacts COVID-19 has had on your business and operations.  Please also add a
risk factor to discuss the COVID-19 pandemic and the risks it has presented and may
continue to present to your business and operations.
Business
Properties, page 60
11.We note that you expect to open 14 new restaurants in fiscal year 2022.  Please indicate
the progress you have made toward such openings, including the number for which you
have finalized site selection, started construction, and/or entered into definitive
agreements related to the construction of such new restaurants.  Please also file such
agreements as material contracts, to the extent required by Item 601(b)(10) of Regulation
S-K.  If you have not started the site selection or construction process for any of the 14

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 January 14, 2022 Page 4
 FirstName LastNameJames Chae
Yoshiharu Global Co.
January 14, 2022
Page 4
restaurants, please state this fact.
12.Please explain why you closed your West Hollywood and Lynwood locations in 2019.
13.Please file your leases as material contracts under Item 601(b)(10) of Regulation S-K, or,
in the alternative, please tell us why you do not believe you are required to do so.
Executive Compensation, page 80
14.We note a few dated references to December 31, 2020 and fiscal year 2020 in the included
discussions.  As applicable, please revise this section for the most recently completed
fiscal year.
Certain Relationships and Related Party Transactions, page 84
15.We note that your audited and interim financial statements include a large related party
current liability.  As of September 30, 2021, the due to related party is $1,337,590.  Please
revise this section to disclose this related party liability and to include the information
required by Item 404 of Regulation S-K.  Additionally, we note that his liability is due on
demand.  Please revise to include a risk factor discussing this liability and any associated
risks.
16.We note that the company has made distributions to Mr. Chae in 2019 and 2020.  Please
include the information required by Item 404 of Regulation S-K with respect to these
distributions, or tell us why such disclosure is not required.
Exclusive Forum, page 89
17.Please reconcile the disclosure in this section with the applicable risk factor on page 30.
In this regard, we note that the risk factor focuses solely on your bylaws while this section
states that each of your certificate of incorporation and bylaws will include exclusive
forum provisions.
Yoshiharu Global Co. and Subsidiaries Financial Statements
Consolidated Statements of Stockholders' Equity, page F-21
18.The amounts of the net losses reflected in the consolidated statements of stockholders'
equity for the nine months ended September 30, 2021 and 2020 do not agree to the
amounts reflected in the consolidated statements of operations for these periods on page
F-20.   Also, the amounts of distributions reflected in the consolidated statements of
stockholders' equity for these periods do not agree with the amounts in the statements of
cash flows on page F-22.  Please reconcile and revise these disclosures.
5. Loan Payables, PPP, page F-29
19.The amount of total loans payable at December 31, 2020 as disclosed in Note 5 does not
agree to the amount in the consolidated balance sheet on page F-19.  Please reconcile and
revise these dislcosures.

 FirstName LastNameJames Chae
 Comapany NameYoshiharu Global Co.
 January 14, 2022 Page 5
 FirstName LastName
James Chae
Yoshiharu Global Co.
January 14, 2022
Page 5
General
20.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            You may contact Amy Geddes at 202-551-3304 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services