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SUBSEQUENT EVENTS | 3 Months Ended
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Mar. 31, 2024
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after March 31, 2023 up through the date the unaudited consolidated financial statements were available to be issued. Based upon the evaluation, except as disclosed below or within the footnotes, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements as of and for the three-month period ended March 31, 2024 except as follows: On May 3, 2024, the SEC barred BF Borgers CPA PC and its sole audit partner, Benjamin F. Borgers, from practicing before the SEC. Following this order, the Company’s Audit Committee unanimously decided to dismiss Borgers as their independent registered public accounting firm on May 7, 2024. Subsequently, on May 16, 2024, the Audit Committee approved the engagement of BCRG Group as the new independent auditor. During the two most recent fiscal years and up until May 16, 2024, the Company had no consultations with BCRG regarding accounting principles or audit opinions, and there were no disagreements or reportable events involving BCRG. On June 12, 2024, the Company executed an amended and restated asset purchase agreement with Mr. Jiyuck Hwang, allowing for separate closings of the restaurants at a lender’s request, effective as of April 20, 2024. The agreement involves the Company purchasing assets of three restaurant entities (Jjanga, HJH, and Aku) from Hwang for $1.8 million in cash, a $600,000 promissory note, and a $1.2 million convertible note. The promissory note will be repaid in two equal installments without interest, while the convertible note, maturing one year from closing, accrues 0.5% interest annually and allows conversion into Class A common stock based on a specific price formula. Hwang will become Managing Director of the new Las Vegas restaurants under a three-year employment agreement with a base salary of $180,000 and potential bonuses based on performance. The agreement includes standard representations, warranties, indemnifications, and closing conditions, including an audit of target assets. On June 12, 2024, the Company closed the Acquisition for an aggregate $3.6 million and made amendment on July 5, 2024 to file the requisite financial statements required by the SEC. On June 21, 2024, the Company received a notification from Nasdaq indicating that the company failed to comply with the filing requirement of Listing Rule 5250(c)(1) due to its delayed Form 10-Q for the quarter ending March 31, 2024. Nasdaq has given the company 60 days to submit a compliance plan, and if accepted, an exception period of up to 180 days (until December 16, 2024) to regain compliance. If the plan is not accepted, the Company can appeal to the Hearings Panel, but there is no assurance of a favorable outcome. Nasdaq also requires the Company to publicly announce the receipt of this notification within four days to avoid a trading halt. This disclosure was made via a Current Report on Form 8-K, with a related press release attached.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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