UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
Commission File Number: 001-41181
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Yoshitsu Co., Ltd
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Harumi Building, 2-5-9 Kotobashi,
Sumida-ku, Tokyo, 130-0022
Japan
(Address of Principal Executive Office)
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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 ☐
Convocation of Extraordinary General Meeting of Shareholders of Yoshitsu Co., Ltd
In accordance with the rules and regulations of the Japanese Companies Act, Yoshitsu Co., Ltd has sent a notice and accompanying information, including proxy instructions, to all holders of its ordinary shares and American Depositary Shares with respect to its Extraordinary General Meeting of Shareholders to be held in Tokyo, Japan on September 26, 2024. A complete copy of the notice and the form of proxy card are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
Exhibit 99.1 and Exhibit 99.2 furnished hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
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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.
Yoshitsu Co., Ltd |
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Date: September 24, 2024 |
By: |
/s/ Mei Kanayama |
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Name: |
Mei Kanayama |
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Title: |
Representative Director and Director |
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EXHIBIT INDEX
Exhibit No. |
Description |
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99.1 |
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99.2 |
3
Exhibit 99.1
[This is an English translation of the original issued in Japanese]
[Note] The Company assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translation. This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
September 11, 2024
Dear Shareholders,
5-9 kotobashi 2-chome, Sumida-ku, Tokyo, Japan
Yoshitsu Co.Ltd.
Representative Director Mei Kanayama
Notice of Convocation of Extraordinary General Meeting of Shareholders
We sincerely appreciate your continued support and kind attention.
We would like to inform you that we will hold the extraordinary general meeting of shareholders of our company as follows, and we kindly request your attendance.
If you are unable to attend the meeting, you may exercise your voting rights in writing. Please review the Reference Documents for the General Meeting of Shareholders as described below, indicate your approval or disapproval on the enclosed Exercise of Voting Rights Form, and send it so that it reaches us by 4:30 p.m. on Wednesday, September 25, 2024.
1. Date and Time: Thursday, September 26, 2024, at 2:00 PM (Registration starts at 1:00 PM)
2. Address: 5th Floor, Harumi Building, 2-5-9 Kotobashi, Sumida-ku, Tokyo, Japan
3. Agenda Items
Matters to be Resolved:
Proposal 1: Change of trade name
Proposal 2: Election of Accounting Auditor
When attending on the day, we kindly ask that you bring the enclosed notice of convocation, accompanying documents, and reference materials for the shareholders’ meeting. Please also submit the enclosed voting rights exercise form to the reception desk at the venue. Your cooperation is greatly appreciated.
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Shareholders’ Meeting Reference Documents
1. Agenda Item No.1 and Matters for Reference
Agenda Item: Change of trade name
We have been considering changing our company name in light of our corporate growth strategy and changing market conditions. With this change, we aim to achieve sustainable growth by developing a broader range of operations and strengthening brand recognition.
We are considering the specific name change proposal as follows, but would like to take this opportunity to ask for your approval at the General Meeting of Shareholders for the final decision.
[Before change]
Japanese trade name:吉通貿易株式会社
English trade name: Yoshitsu Co.,Ltd.
[Proposed change]
Japanese trade name:東京生活館株式会社
English trade name: Tokyo lifestyle Co.,Ltd.
2. Agenda Item No.2 and Matters for Reference
Agenda Item: Appointment of Accounting Auditor
In April 2024, during the audit period of the fiscal year ending March 31, 2024, ShineWing Japan LLC proposed that it would be difficult to continue the audit, and after mutual consultation, it was determined that termination of the audit contract was inevitable. As a result of discussions between the two parties, it was determined that termination of the audit engagement was inevitable.
After a preliminary investigation with the new audit firm, it was confirmed that an audit engagement was possible, and the contract with ShineWing Japan LLC was terminated as of July 1, 2024, and the new audit firm, Sakurazaka Audit Corporation, was contracted as of the same date. In addition, at the Board of Auditors meeting held on June 28, 2024, Sakurazaka & Co. was appointed to temporarily take charge of the auditing work for the fiscal year ending March 31, 2024, and the work has commenced.
In light of the above circumstances, we plan to take up the issue of the accounting auditor as an agenda item at the Extraordinary General Meeting of Shareholders in order to obtain your understanding and approval of the accounting auditor.
Former Audit Firm > ShineWing Japan LLC
New Audit Firm > Sakurazaka Audit Corporation
Yours sincerely,
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Exhibit 99.2
Your vote matters! P.O. BOX 8016, CARY, NC 27512-9903 Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions Yoshitsu Co., Ltd Mail: Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided Extraordinary General Meeting of Shareholders For Shareholders of record as of August 30, 2024 Thursday, September 26, 2024 Sumida-ku, Tokyo, Japan. YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 12:00 PM, Local Time, September 18, 2024. YOSHITSU Co., Ltd Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. EST on September 18, 2024) The undersigned registered holder of American Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, insofar as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipt of YOSHITSU Co., Ltd registered in the name of the undersigned on the books of the Depositary as of the close of business on August 30, 2024 at the Extraordinary General Meeting of Shareholders of YOSHITSU Co., Ltd to be held on September 26, 2024 in Sumida-ku, Tokyo, Japan. NOTE: 1. Please direct the Depositary how it is to vote by placing an X in the appropriate box opposite the resolution. 2. It is understood that, if this form is signed and returned but no instructions are indicated in the boxes, then the Depositary will not vote such items. 3. It is understood that, if this form is not signed, or not returned, the Depositary will not vote such items. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved Copyright © 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved
Yoshitsu Co., Ltd Extraordinary General Meeting of Shareholders Please make your marks like this THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1 AND 2 PROPOSAL Proposal 1: Change of trade name Proposal 2: Election of Accounting Auditor YOUR VOTE BOARD OF DIRECTORS RECOMMENDS Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Signature (if held jointly)