STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chae James

(Last)

(First)

(Middle)

6940 BEACH BLVD SUITE D-705

(Street)

BUENA PARK

90621

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2023

4. If Amendment, Date of 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

**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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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

**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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

Explanation of Responses:

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.

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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