Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
July 22 2022 - 8:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of July 2022
Commission
File Number: 001-41181
Yoshitsu
Co., Ltd
(Translation
of registrant’s name into English)
Harumi
Building, 2-5-9 Kotobashi,
Sumida-ku,
Tokyo, 130-0022
Japan
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry
into a Material Definitive Agreement
On
July 20, 2022, Yoshitsu Co., Ltd, a stock company incorporated pursuant to the laws of Japan (the “Company”), entered
into a sale and purchase agreement (the “Agreement”) with All Seas Global Limited, a company incorporated in the British
Virgin Islands (the “Seller”). Mr. Mei Kanayama, the representative director of the Company, holds 100% of the equity
interests in the Seller. The board of directors of the Company approved the Agreement and the underlying transactions during a special
board meeting held on June 27, 2022.
Pursuant
to the Agreement, the Seller agreed to sell, and the Company agreed to purchase, 100% of the ownership interests in Tokyo Lifestyle Limited,
a company incorporated in Hong Kong for a consideration of JPY392,000,000 (approximately $2,805,192). The Agreement contains customary
representations and warranties of the Company and the Seller, customary conditions to closing, other obligations and rights of the parties,
and termination provisions.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, a copy of which is filed herewith as Exhibit 10.1.
On
July 22, 2022, the Company issued a press release to announce the entry into the Agreement. The press release is furnished as
Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated:
July 22, 2022
|
Yoshitsu Co., Ltd |
|
|
|
|
By: |
/s/
Mei Kanayama |
|
Name: |
Mei Kanayama |
|
Title: |
Representative
Director and Director
(Principal
Executive Officer) |
2
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