Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Chae James 2. Issuer Name and Ticker or Trading Symbol Vestand Inc. [VSTD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6940 BEACH BLVD SUITE D-705 3. Date of Earliest Transaction (Month/Day/Year) 11/06/2023 (Street) BUENA PARK, CA 90621 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock, $0.0001 par value 11/06/2023 S(1) 49,900 D $0.85(2) 7,111,000 D Class A common stock, $0.0001 par value 05/13/2024 G(3) 1,000 D $ 0 647,100(4) D Class A common stock, $0.0001 par value 09/23/2024 G(3) 2,500 D $ 0 644,600 D Class A common stock, $0.0001 par value 09/25/2025 S 5,000 D $1.93 2,573,400(5) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant to Purchase Common Stock

$0.025(5)

03/24/2025

A(6)

280,000

(7)

03/24/2035

Class A common stock, $0.0001 par value

1,120,000(5)

$700,000(6)

280,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Chae James 6940 BEACH BLVD SUITE D-705 BUENA PARK, CA 90621		X

Signatures

/s/ James Chae		10/02/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Transfer as compensation for services rendered.
(2)	Based on NASDAQ closing price on the transaction date.
(3)	Gifts to employees of Issuer for no consideration.
(4)	On 11/27/2023, the Issuer effected a 1-for-10 reverse stock split. The ownership figure reported here reflects that split, as well as the disposition by the Reporting Person of 63,000 shares, as reported on the Form 4 filed by the Reporting Person on 12/19/2023.
(5)	On 07/30/2025, the Issuer effected a 4-for-1 forward stock split. The value reported here reflects that split.
(6)	On 03/24/2025, the Reporting Person acquired a warrant to purchase 280,000 shares of Class A common stock, with an exercise price of $0.01 per share and subject to a Beneficial Ownership Limitation (as defined therein) of 4.99%, in exchange for the cancellation of indebtedness of $700,000 owed by the Issuer to the Reporting Person. The Reporting Person served as a director of the Issuer until August 6, 2025.
(7)	Due to the Beneficial Ownership Limitation and the Reporting Person's current ownership of Class A common stock, none of the Warrant is currently exercisable by the Reporting Person.

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