Yoshitsu Company Ltd (TKLF)

[INFINITI]

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

Exhibit No. Description
10.1 Sale and Purchase Agreement between the Seller and the Company dated July 20, 2022
99.1 Press Release dated July 22, 2022

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