Corporate Action, Changes in Control (Form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

On June 23, 2026, BS1 Fund, a shareholder of Vestand Inc. (the "Company"), converted all of its 1,760,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Company (the "BS1 Conversion").

Pursuant to the Company's Certificate of Incorporation, as amended, each outstanding share of Class B Common Stock automatically converts into one fully paid and non-assessable share of Class A Common Stock upon the earliest to occur of: (a) the date such shares cease to be beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by BS1 Fund; or (b) 5:00 p.m. Pacific Time on the date that BS1 Fund ceases to beneficially own at least 25% of the voting power of all outstanding shares of the Company's capital stock.

As a result of the BS1 Conversion: (i) BS1 Fund ceased to beneficially own any shares of the Company's Class B Common Stock, and (ii) BS1 Fund's beneficial ownership of the voting power of the Company's outstanding capital stock was reduced to less than 25%. Accordingly, by operation of the Certificate of Incorporation, all then-outstanding shares of the Company's Class B Common Stock, including those held by holders other than BS1 Fund, automatically converted into an equal number of shares of Class A Common Stock.

Prior to the BS1 Conversion, holders of Class B Common Stock were entitled to cast ten votes per share on any matter submitted to a vote of the Company's stockholders. As a result of the BS1 Conversion, all former holders of Class B Common Stock became holders of an equal number of Class A Common Stock, entitled to cast only one vote per share on all matters subject to a stockholder vote.

Item 5.01 Changes in Control of Registrant.

As a result of the BS1 Conversion, BS1 Fund no longer controls a majority of the Company's total voting power.

The BS1 Conversion represents a dissipation of control, not a "change of control" in the traditional sense, because no third party acquired control of the Company as a result of the BS1 Conversion.