Statistik Asas
| CIK | 1707910 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Reborn Coffee, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41479 REBORN COFFEE |
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| August 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 31, 2025 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commissi |
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| August 1, 2025 |
Side Letter by and between Reborn Coffee, Inc. and the Arena Investors dated July 31, 2025 Exhibit 10.3 July 31, 2025 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 Attention: With a copy to: Pryor Cashman LLP 7 Times Square New York, NY 10036-6569 Attention: Matthew Ogurick Email: [email protected] Re: Fourth Closing Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of February 6, 2025, by and betw |
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| July 21, 2025 |
Licensing Agreement by and between the Company and Arjomand Group LLC, dated July 16, 2025 Exhibit 10.1 REBORN COFFEE, INC INTERNATIONAL LICENSING DISCLOSURE DOCUMENT LICENSING AGREEMENT LICENSEE July 16th, 2025 DATE OF AGREEMENT Mena Region, Europe TERRITORY OF LICENSE Eastern Europe Middle East REBORN COFFEE, INC International Licensing Agreement I 2025 REBORN COFFEE, INC LICENSING AGREEMENT TABLE OF CONTENTS SECTION 1. DEFINITIONS 2 2. GRANT 10 3. INITIAL TERM AND RENEWAL RIGHTS 11 4 |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 16, 2025 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commissi |
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| June 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 29, 2025 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commissio |
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| May 20, 2025 |
Exhibit 2.2 MUTUAL RESCISSION AGREEMENT THIS MUTUAL RESCISSION AGREEMENT (the “Agreement”) is made and entered into as of March 14, 2025 (the “Effective Date”), by and between Reborn Coffee, Inc., a California corporation (“Reborn”) and Bbang Ssaem Co. Ltd. (d/b/a Bbang Ssaem Bakery Café Korea), a South Korea corporation (“Bakery”). Each of Reborn and Bakery may hereinafter be referred to individu |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41479 REBORN COFFE |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| April 21, 2025 |
6,667,949 Shares Reborn Coffee, Inc. Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-286468 6,667,949 Shares Reborn Coffee, Inc. This prospectus relates to the resale, from time to time, by the selling securityholders named in this prospectus (the “Selling Stockholders”) of up to 6,667,949 of our shares of our common stock, par value $0.0001 per share (“Common Stock”). The shares of Common Stock to which this prospect |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement REBORN COFFEE, INC. (Name of Registrant as Speci |
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| April 15, 2025 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 April 15, 2025 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 April 15, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Reborn Coffee, Inc. Registration Statement on Form S-1, amended File No. 333-286468 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, |
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| April 14, 2025 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 April 14, 2025 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 April 14, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Reborn Coffee, Inc. Registration Statement on Form S-1, amended File No. 333-286468 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, |
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| April 10, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Reborn Coffee, Inc. |
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| April 10, 2025 |
As filed with the U.S. Securities and Exchange Commission on April 10, 2025 As filed with the U.S. Securities and Exchange Commission on April 10, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 5810 47-4752305 (State or other jurisdiction of incorporation or organization) (P |
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| March 31, 2025 |
Exhibit 10.4 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this Amendment”), dated as of March 28, 2025, by and between REBORN COFFEE, INC., a Delaware corporation (the “Company”), and each of, ARENA SPECIAL OPPORTUNITIES (OFFSHORE) MASTER II, LP, and ARENA SPECIAL OPPORTUNITIES PARTNERS III, LP (each, an “Investor” and together, the “Investors”). WHER |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 28, 2025 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commiss |
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| March 31, 2025 |
Exhibit 10.3 GLOBAL AMENDMENT TO 10% ORIGINAL ISSUE DISCOUNT SECURED COVERTIBLE DEBENTURES This GLOBAL AMENDMENT TO 10% Original Issue Discount Secured Convertible Debentures (this “Amendment”) is dated effective as of March 28, 2025, by and between Reborn Coffee, Inc., a Delaware Corporation (the “Company”) and each of the investors party hereto (each, an “Investor” and together with the Company, |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39727 REBORN COFFEE, INC. (Exac |
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| March 31, 2025 |
Form of 10% Original Issue Discount Secured Convertible Debenture Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| March 31, 2025 |
Code of Business Conduct and Ethics (Insider Trading Policy) Exhibit 19.1 Reborn Coffee, Inc. (f/k/a Capax Inc.) CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors on May 17, 2017) Introduction This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of Reborn Coffee, Inc. (f/k/a Capax Inc., the “ |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement REBORN COFFEE, INC. (Name of Registrant as Speci |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 14, 2025 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commiss |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 26, 2025 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Comm |
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| February 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 6, 2025 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commi |
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| February 12, 2025 |
Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of February 10, 2025 (this “Agreement”), is among REBORN COFFEE, INC., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% original issue discount secured convertible debentures (collecti |
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| February 12, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| February 12, 2025 |
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2025, by and between REBORN COFFEE, INC., a Delaware corporation (the “Company”), and those certain purchasers identified on the signature page hereto (together with it permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have th |
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| February 12, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2025, between REBORN COFFEE, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (each, a “Purchaser” and together, the “Purchasers”). Each of the Company and each Purchaser shall individually be referred to herein as a “Pa |
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| February 12, 2025 |
Exhibit 10.6 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of February 10, 2025, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and REBORN COFFEE, INC., a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and |
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| February 12, 2025 |
Form of Guarantee Agreement between the Subsidiaries and the Arena Investors dated February 10, 2025 Exhibit 10.4 GUARANTEE GUARANTEE (the "Guarantee"), dated as of February 10, 2025, by the Guarantors (as defined below) in favor of the Purchasers (as defined below). WHEREAS, Reborn Coffee, Inc., a Delaware corporation (the "Borrower"), is the holder of certain equity interests of the Guarantors; and WHEREAS, pursuant to that certain Security Agreement (defined below), the Borrower is pledging 10 |
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| February 12, 2025 |
Form of 10% Original Issue Discount Secured Convertible Debenture Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| February 11, 2025 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 5, 2025 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commi |
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| January 10, 2025 |
Exhibit 10.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOTE [OR ANY CERTIFICATES EVIDENCING SECURITIES ISSUED UPON CONVERSION OF THIS NOTE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 6, 2025 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commis |
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| January 10, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 6, 2025, by and between REBORN COFFEE, INC., a Delaware corporation, with its address at 580 N. Berry Street, Brea, CA 92821 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 ( |
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| January 2, 2025 |
Exhibit 2.1 REBORN COFFEE, INC. AND BBANG SSAEM CO., LTD. SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT is entered into, on the day of November 6, 2024, by and between: 1. Reborn Coffee, Inc., a California corporation with a principal office lateced at 580 N Berry St., Brea, CA 92821 (hereinafter referred to as the “Buyer”); and 2. Bbang Ssaem Co., Ltd., a South Korea corporation with a f |
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| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 6, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commi |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41479 REBORN C |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
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| November 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Reborn Coffee, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee F |
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| November 12, 2024 |
Form of Securities Purchase Agreement Exhibit 4.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November [●], 2024, between Reborn Coffee, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| November 12, 2024 |
Exhibit 4.5 COMMON STOCK PURCHASE WARRANT reborn coffee, inc. Warrant Shares: Initial Exercise Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 2024 (the “Initial Exercise Date”) a |
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| November 12, 2024 |
Form of Placement Agent Agreement Exhibit 1.1 PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 101 North Federal Highway Suite 600 Boca Raton, FL 33432 November [●], 2024 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Reborn Coffee, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (th |
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| November 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on November 12, 2024 As filed with the U.S. Securities and Exchange Commission on November 12, 2024 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 5810 47-4752305 (State or other jurisdiction of incorporation or organizati |
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| October 25, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 24, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commi |
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| October 4, 2024 |
3,172,948 Shares Reborn Coffee, Inc. PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-282040 3,172,948 Shares Reborn Coffee, Inc. This prospectus relates to the resale, from time to time, by the selling securityholders named in this prospectus (the “Selling Stockholder”) of up to 3,172,948 of our shares of our common stock, par value $0.0001 per share (“Common Stock”). The shares of Common Stock to which this prospect |
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| October 2, 2024 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 October 2, 2024 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 October 2, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Reborn Coffee, Inc. Registration Statement on Form S-1, amended File No. 333-282040 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––– Schedule 14A ––––––––––––––––––––––––––––––– Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o |
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| September 27, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 27, 2024 As filed with the U.S. Securities and Exchange Commission on September 27, 2024 Registration No. 333-282040 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 5810 47-4752305 (State or other jurisdiction of incor |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 13, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Com |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––– Schedule 14A ––––––––––––––––––––––––––––––– Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use o |
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| September 11, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Reborn Coffee, Inc. |
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| September 11, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 11, 2024 As filed with the U.S. Securities and Exchange Commission on September 11, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 5810 47-4752305 (State or other jurisdiction of incorporation or organization |
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| August 29, 2024 |
Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| August 29, 2024 |
Exhibit 99.1 Reborn Coffee Announces Completion of Private Placement of Convertible Note Strategic Investment Reflects Strong Confidence in Reborn Coffee’s Growth Prospects and Expands Capital Structure Brea, CA – August 29, 2024 – Reborn Coffee Inc. (Nasdaq: REBN) (“Reborn Coffee” or the “Company”), a leading player in the specialty coffee industry, today announced an investment of $500,000 throu |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 28, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commissio |
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| August 29, 2024 |
Exhibit 10.1 REBORN COFFEE, INC. SUBSCRIBER: RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective , 2024 by and between Reborn Coffee, Inc., a Delaware corporation (the “Company”) and (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase $ worth of shares of the |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41479 REBORN COFFEE |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39727 REBOR |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on For |
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| July 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41479 REBORN COFFE |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39727 REBOR |
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| July 8, 2024 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Formation Reborn Global Holdings, Inc. California Reborn Coffee Franchise, LLC California Reborn Realty, LLC California Reborn Coffee Korea, Inc. Korea Reborn Malaysia, Inc. Malaysia |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 21, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commissi |
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| June 26, 2024 |
Reborn Coffee Intends to Appeal Delisting Notice from Nasdaq Exhibit 99.1 Reborn Coffee Intends to Appeal Delisting Notice from Nasdaq Brea, CA – June 26, 2024 – Reborn Coffee Inc. (Nasdaq: REBN), (“Reborn”, or the “Company”), a California-based retailer of specialty coffee, today announced that it has received a notice of delisting from Nasdaq. On June 21, 2024, Reborn Coffee (the “Company”) received a staff determination letter (the “Letter”) from the Nas |
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| May 23, 2024 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| May 23, 2024 |
Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| May 23, 2024 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 20, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commissio |
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| May 15, 2024 |
Changes in Registrant's Certifying Accountant, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 10, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commissio |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| May 7, 2024 |
Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 7, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commission |
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| April 23, 2024 |
Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 22, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commiss |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 28, 2024 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Formation Reborn Global Holdings, Inc. California Reborn Coffee Franchise, LLC California Reborn Realty, LLC California |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 28, 2024 |
Description of Registrant’s Securities Exhibit 4.3 DESCRIPTION OF SECURITIES Under “Description of Securities,” “we,” “us,” “our,” the “Company” and “our Company” refer to Reborn Coffee, Inc. and not to any of its subsidiaries. General The following description of our capital stock and certain provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to the certificate of incorporation and t |
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| March 28, 2024 |
Reborn Coffee, Inc. Clawback Policy Exhibit 97.1 REBORN COFFEE, INC. CLAWBACK POLICY A. OVERVIEW The Board of Directors (the “Board”) of Reborn Coffee, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. Accordingly, in accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Sect |
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| March 28, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 28, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commiss |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39727 REBORN COFFEE, INC. (Exac |
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| March 28, 2024 |
Exhibit 99.1 Reborn Coffee Reports Fiscal Year 2023 Financial Results FY 2023 Record Revenue Increased 84% to $6.0 Million FY 2023 Gross Profit Increased 93% to $1.9 Million Brea, CA – March 28, 2024 - Reborn Coffee, Inc. (NASDAQ: REBN) (“Reborn”, or the “Company”), a California-based retailer of specialty coffee, has reported its financial and operational results for the fiscal year ended Decembe |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 29, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Comm |
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| February 29, 2024 |
Exhibit 10.1 REBORN COFFEE, INC. UBSCRIBER: Mr. Scott Lee RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective February 29, 2024 by and between Reborn Coffee, Inc., a Delaware corporation (the “Company”) and Mr. Scott Lee (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made |
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| February 29, 2024 |
Exhibit 99.1 Reborn Coffee Closes $1.0 Million Private Placement Equity Investment from Accredited Investor Investment Allows for Continued U.S. and International Store Expansion and Product Introductions Brea, CA – February 29, 2024 – Reborn Coffee, Inc. (NASDAQ: REBN) ("Reborn", or the "Company"), a California-based retailer of specialty coffee, today announced the closing of a non-brokered $1.0 |
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| February 12, 2024 |
Exhibit 10.1 PRE-PAID ADVANCE AGREEMENT THIS PRE-PAID ADVANCE AGREEMENT (this “Agreement”) dated as of February 12, 2024 is made by and between EF HUTTON YA FUND, LP, a Delaware limited partnership (the “Investor”), and REBORN COFFEE, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party |
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| February 12, 2024 |
$1,100,000 Reborn Coffee, Inc. Common Stock PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (to Prospectus dated October 18, 2023) Registration No. |
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| February 12, 2024 |
Exhibit 10.2 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 12, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and REBORN COFFEE, INC., a company incorporated under the laws of the State of Delaware (the “Company”). WHEREAS, the parties desire that, upon the terms and subjec |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 12, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Comm |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 2, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commi |
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| January 17, 2024 |
Reborn Coffee to Conduct 1-for-8 Reverse Stock Split Exhibit 99.1 Reborn Coffee to Conduct 1-for-8 Reverse Stock Split BREA, Calif., Jan. 17, 2024 (GLOBE NEWSWIRE) - Reborn Coffee, Inc. (NASDAQ: REBN) (“Reborn”, or the “Company”), a California-based retailer of specialty coffee, today announced that it will conduct a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-8. The Company’s common stock will begin trading on |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 17, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commi |
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| January 17, 2024 |
Reborn Coffee Closes $1 Million Private Placement Equity Investment from Chairman Farooq Arjomand Exhibit 99.2 Reborn Coffee Closes $1 Million Private Placement Equity Investment from Chairman Farooq Arjomand Investment from Chairman Farooq Arjomand Signals Strong Confidence in Reborn Coffee’s Team and Strategic Direction BREA, Calif., Jan. 17, 2024 (GLOBE NEWSWIRE) - Reborn Coffee, Inc. (NASDAQ: REBN) (“Reborn”, or the “Company”), a California-based retailer of specialty coffee, today announc |
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| January 16, 2024 |
Reborn Coffee and KIB Plug Energy Korea Sign MOU for $5 Million Investment Exhibit 99.1 Reborn Coffee and KIB Plug Energy Korea Sign MOU for $5 Million Investment Transformative Agreement Paves the Way for Innovative Collaboration BREA, Calif., Nov. 28, 2023 (GLOBE NEWSWIRE) - Reborn Coffee Inc (Nasdaq: REBN), A leader in the specialty coffee industry, today announced the signing of a Memorandum of Understanding (“MOU”) for a strategic investment of $5 million from KI B |
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| January 16, 2024 |
Exhibit 99.2 Reborn Coffee Secures $1 Million Private Placement Equity Commitment from Chairman Farooq Arjomand, Catalyzing International Growth Initiatives Strategic Investment Accelerates Reborn Coffee’s International Presence, Signaling Strong Confidence in Global Market Expansion BREA, Calif., Jan. 10, 2024 (GLOBE NEWSWIRE) - Reborn Coffee, Inc. (NASDAQ: REBN) (“Reborn”, or the “Company”), a C |
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| January 16, 2024 |
Exhibit 10.1 REBORN COFFEE, INC. SUBSCRIBER: Farooq Arjomand RE: Securities Subscription Agreement To whom it may concern: This agreement (the “Agreement”) is entered into effective January 10, 2024 by and between Reborn Coffee, Inc., a Delaware corporation (the “Company”) and Farooq Arjomand, a natural person (the “Subscriber”). Pursuant to the terms hereof, the Company hereby accepts the offer t |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 10, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commi |
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| January 16, 2024 |
Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 04:44 PM 01/12/2024 FILED 04:44 PM 01/12/2024 SR 20240114833 – File Number 6730053 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF REBORN COFFEE, INC. Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, a duly authorized officer of Reborn Coffee, Inc. (the “Corporation”) |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 4, 2024 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commis |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 28, 2023 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Comm |
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| November 29, 2023 |
Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of November 28, 2023, is entered into by and between Reborn Coffee, Inc., a Delaware corporation (the “Company”) and DRE, Inc., an Illinois corporation (the “Holder”). As used herein, the term “Parties” shall be used to refer to the Company and Holder jointly. RECITALS: A. Holder is in possession of line of credit |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41479 REBORN C |
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| November 7, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 6, 2023 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commi |
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| November 1, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 26, 2023 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commi |
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| October 24, 2023 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 October 24, 2023 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 October 24, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Reborn Coffee, Inc. Registration Statement on Form S-3 File No. 333-275070 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Reborn |
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| October 24, 2023 |
As filed with the Securities and Exchange Commission on October 24, 2023 As filed with the Securities and Exchange Commission on October 24, 2023 Registration No. |
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| October 24, 2023 |
Form of Indenture, including form of Note** Exhibit 4.1 INDENTURE Dated as of , 20 Between Reborn Coffee, Inc. as Issuer And [], as Trustee Debt Securities TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 3 SECTION 1.03 Incorporation by Reference of Trust Indenture Act 3 SECTION 1.04 Rules of Construction 4 ARTICLE II THE SECURITIES 4 SECTION 2.01 Unlim |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| October 18, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables S-3 (Form Type) REBORN COFFEE, INC. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Title of Each Class of Securities to be Registered Amount to be Registered Proposed Offering Price Per Share Proposed Aggregate Offering Price (1)(2) Amount of Registration Fee Common Stock, par value $0.0001 |
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| October 18, 2023 |
As filed with the Securities and Exchange Commission on October 18, 2023 As filed with the Securities and Exchange Commission on October 18, 2023 Registration No. |
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| October 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 12, 2023 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commi |
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| October 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 24, 2023 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of inco |
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| October 17, 2023 |
Reborn Coffee Appoints Global Entrepreneur Jennifer Tan to Board of Directors Exhibit 99.1 Reborn Coffee Appoints Global Entrepreneur Jennifer Tan to Board of Directors Unique Volcanic Tea Experience to Support Expansion of Premium Tea Products NEWS PROVIDED BY REBORN COFFEE, INC. Oct 12, 2023, 8:31 AM ET BREA, Calif., Oct. 12, 2023 (GLOBE NEWSWIRE) - Reborn Coffee, Inc. (NASDAQ: REBN) (“Reborn”, or the “Company”), a California-based retailer of specialty coffee, today anno |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 5, 2023 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Comm |
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| August 14, 2023 |
Exhibit 10.1 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41479 REBORN COFFEE |
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| July 24, 2023 |
Exhibit 10.1 |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 24, 2023 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commissi |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41479 REBORN COFFE |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 28, 2023 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41479 47-4752305 (State or other jurisdiction of incorporation) (Commiss |
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| May 2, 2023 |
Exhibit 16.1 Kreit & Chiu CPA LLP 733 Third Avenue, Floor 16, #1014 New York, NY 10017 (949) 326-CPAS (2727) May 1, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Reborn Coffee, Inc. under Item 4.01 of its Form 8-K dated May 1, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a |
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| April 11, 2023 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Formation Reborn Global Holdings, Inc. California Reborn Coffee Franchise, LLC California Reborn Coffee Korea, Inc. South Korea |
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| April 11, 2023 |
Description of Registrant’s Securities Exhibit 4.3 DESCRIPTION OF SECURITIES Under “Description of Securities,” “we,” “us,” “our,” the “Company” and “our Company” refer to Reborn Coffee, Inc. and not to any of its subsidiaries. General The following description of our capital stock and certain provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to the certificate of incorporation and t |
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| April 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39727 REBORN COFFEE, INC. (Exac |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41479 NOTIFICATION OF LATE FILING CUSIP NUMBER 75618M (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10, 2023 REBORN COFFEE, INC. |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2022 REBORN COFFEE, INC. |
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| November 16, 2022 |
Reborn Coffee Reports Third Quarter 2022 Financial Results Exhibit 99.1 Reborn Coffee Reports Third Quarter 2022 Financial Results Brea, CA - November 14, 2022 - Reborn Coffee, Inc. (NASDAQ: REBN) (?Reborn?, or the ?Company?), a California-based retailer of specialty coffee, has reported its financial and operational results for the third quarter ended September 30, 2022. Key Financial and Operational Highlights for the Third Quarter 2022 ? Revenue increa |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41479 REBORN C |
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| October 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-261937 REBORN COFFEE, INC. (Exac |
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| October 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-261937 REBORN COFFE |
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| September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 001-41479 SEC FILE NUMBER ? 75618M 107 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Repo |
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| September 12, 2022 |
REBN / Reborn Coffee Inc / Arjomand Farooq M. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Reborn Coffee, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 75618M 107 (Cusip Number) c/o Reborn Coffee, Inc., 580 N. Berry Street, Brea CA 92821 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communi |
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| September 2, 2022 |
REBN / Reborn Coffee Inc / Kim Jay - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Reborn Coffee, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 75618M 107 (Cusip Number) c/o Reborn Coffee, Inc., 580 N. Berry Street, Brea CA 92821 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communi |
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| September 2, 2022 |
REBN / Reborn Coffee Inc / Goh Hannah - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Reborn Coffee, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 75618M 107 (Cusip Number) c/o Reborn Coffee, Inc., 580 N. Berry Street, Brea CA 92821 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communi |
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| September 2, 2022 |
REBN / Reborn Coffee Inc / Egidi Dennis R. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Reborn Coffee, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 75618M 107 (Cusip Number) c/o Reborn Coffee, Inc., 580 N. Berry Street, Brea CA 92821 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communi |
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| August 16, 2022 |
SHARES OF COMMON STOCK AT $5.00 PER SHARE PROSPECTUS Filed pursuant to Rule 424(b)(8) Registration Statement Nos. 333-261937 and 333-266805 1,440,000 SHARES OF COMMON STOCK AT $5.00 PER SHARE We are offering shares of common stock, par value $0.0001 per share, at a public offering price of $5.00 per share. The selling stockholders, identified herein as the Selling Stockholders, are offering up to 1,824,246 shares of our common stock. The |
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| August 11, 2022 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 REBORN COFFEE, INC. (Exact name of registrant as specified in its charter) Delaware 47-4752305 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 580 N. Be |
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| August 11, 2022 |
EF Hutton Division of Benchmark Investments, LLC 590 Madison Ave, 39th Floor New York, NY 10022 EF Hutton Division of Benchmark Investments, LLC 590 Madison Ave, 39th Floor New York, NY 10022 August 11, 2022 VIA EDGAR U. |
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| August 11, 2022 |
As filed with the U.S. Securities and Exchange Commission on August 11, 2022. As filed with the U.S. Securities and Exchange Commission on August 11, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of Registrant as specified in its charter) Delaware 5810 47-4752305 (State or other jurisdiction of incorporation or organization) (P |
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| August 11, 2022 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 August 11, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Reborn Coffee, Inc. (the ?Company?) Registration Statement on Form S-1, as amended Filed December 29, 2021 File No. 333-261937 FURTHER REVISED Acceleration Request Requested Date: August 11, 2022 Requested Time: 4:00 p.m. Eastern Tim |
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| August 11, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) REBORN COFFEE, INC. |
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| August 10, 2022 |
As filed with the Securities and Exchange Commission on August 10, 2022. As filed with the Securities and Exchange Commission on August 10, 2022. Registration No. 333-261937 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of Registrant as specified in its charter) Delaware 5810 47-4752305 (State or other jurisdiction of incorporati |
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| August 10, 2022 |
EF Hutton Division of Benchmark Investments, LLC 590 Madison Ave, 39th Floor New York, NY 10022 EF Hutton Division of Benchmark Investments, LLC 590 Madison Ave, 39th Floor New York, NY 10022 August 10, 2022 VIA EDGAR U. |
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| August 10, 2022 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 August 10, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Reborn Coffee, Inc. (the ?Company?) Registration Statement on Form S-1, as amended Filed December 29, 2021 File No. 333-261937 REVISED Acceleration Request Requested Date: August 12, 2022 Requested Time: 4:00 p.m. Eastern Time (or as |
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| August 9, 2022 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between REBORN COFFEE, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters REBORN COFFEE, INC. UNDERWRITING AGREEMENT New York, New York [?], 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor N |
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| August 9, 2022 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 August 9, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Reborn Coffee, Inc. (the ?Company?) Registration Statement on Form S-1, as amended Filed December 29, 2021 File No. 333-261937 Acceleration Request Requested Date: August 11, 2022 Requested Time: 10:00 a.m. Eastern Time (or as soon th |
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| August 9, 2022 |
As filed with the Securities and Exchange Commission on August 9, 2022. As filed with the Securities and Exchange Commission on August 9, 2022. Registration No. 333-261937 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of Registrant as specified in its charter) Delaware 5810 47-4752305 (State or other jurisdiction of incorporatio |
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| August 9, 2022 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 August 9, 2022 Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission Washington DC 20549 Attention: Nicholas Lamparski (202-551-4695), Mara Ransom (202-551-3264), Tatanisha Meadows at 202-551-3322 or Adam Phippen (202) 551-3336 RE: Reborn Coffee, Inc. Amendment No. 5 to Registration Stateme |
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| August 9, 2022 |
Exhibit 10.2 Form of Lock-Up Agreement , 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the Underwriters 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned understands that EF Hutton, division of Benchmark Investments, LLC (the ?Representative?) proposes to enter into an Underwriting Agreement (the ?Underwriting Agreement?) wi |
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| August 9, 2022 |
EF Hutton Division of Benchmark Investments, LLC 590 Madison Ave, 39th Floor New York, NY 10022 EF Hutton Division of Benchmark Investments, LLC 590 Madison Ave, 39th Floor New York, NY 10022 August 9, 2022 VIA EDGAR U. |
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| August 2, 2022 |
Exhibit 6.9 July 27, 2022 Jinwoo Kim aka Stephan Kim 20155 Pingree Way Yorba Linda, CA 92887 Dear Stephan: Reborn Coffee, Inc. (“RC”, “us”, “our”, or “we”) is pleased to offer you a job as a Chief Finance Officer for the period from July 27, 2022 to July 26, 2023. This offer will be auto-renewed annually with separate adjustment to compensation unless written notice is provided sixty (60) days pri |
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| August 2, 2022 |
EX-3.2 4 ea163623ex3-2reborn.htm BYLAWS OF REGISTRANT (DELAWARE) Exhibit 3.2 BYLAWS OF REBORN COFFEE, INC. ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Reborn Coffee, Inc. (the “Corporation”) shall be fixed in the Corporation’s Certificate of Incorporation, as the same may be amended from time to time. Section 1.2 Other Offices. The Corporation may also have |
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| August 2, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables Amendment No. 5 to Form S-1 (Form Type) REBORN COFFEE, INC. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees Previously Paid Equity Comm |
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| August 2, 2022 |
Exhibit 10.10 AMENDMENT TO SHARE EXCHANGE AGREEMENT This agreement (this ?Agreement?) is made effective January 25, 2022, between Reborn Coffee Inc. (previously known as ?Capax Inc.?, the ?Company?), Andrew Weeraratne (?AW?) and each of the former shareholders of Reborn Global Holdings, Inc., a California corporation (?RB?), and together with AW and the Company, the ?Parties? and each, a ?Party?). |
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| August 2, 2022 |
AMENDMENT TO SHARE EXCHANGE AGREEMENT Exhibit 6.2 AMENDMENT TO SHARE EXCHANGE AGREEMENT This agreement (this ?Agreement?) is made effective January 25, 2022, between Reborn Coffee Inc. (previously known as ?Capax Inc.?, the ?Company?), Andrew Weeraratne (?AW?) and each of the former shareholders of Reborn Global Holdings, Inc., a California corporation (?RB?), and together with AW and the Company, the ?Parties? and each, a ?Party?). W |
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| August 2, 2022 |
Exhibit 4.1 CERTIFICATE NUMBER SHARES REBORN COFFEE, INC. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of CUSIP 75618M 107 FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF REBORN COFFEE, INC. transferable on the books of the Company in person or by duly authorized attorney u |
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| August 2, 2022 |
Exhibit 10.11 July 27, 2022 Jinwoo Kim aka Stephan Kim 20155 Pingree Way Yorba Linda, CA 92887 Dear Stephan: Reborn Coffee, Inc. (?RC?, ?us?, ?our?, or ?we?) is pleased to offer you a job as a Chief Finance Officer for the period from July 27, 2022 to July 26, 2023. This offer will be auto-renewed annually with separate adjustment to compensation unless written notice is provided sixty (60) days p |
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| August 2, 2022 |
As filed with the Securities and Exchange Commission on August 1, 2022. As filed with the Securities and Exchange Commission on August 1, 2022. Registration No. 333-261937 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of Registrant as specified in its charter) Delaware 5810 47-4752305 (State or other jurisdiction of incorporatio |
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| August 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2021 REBORN COFFEE, INC. (Exact name of Registrant as specified in its charter) Commission File Number: 24R-00512 Delaware 47-4752305 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ |
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| August 2, 2022 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF REBORN COFFEE, INC. ARTICLE I CORPORATE NAME The name of this Corporation is Reborn Coffee, Inc. ARTICLE II PRINCIPAL OFFICE AND MAILING ADDRESS The principal office and mailing address of the Corporation is 580 N. Berry Street, Brea, California 92821. ARTICLE III NATURE OF BUSINESS AND POWERS The general nature of the business to be transacted by this C |
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| August 2, 2022 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between REBORN COFFEE, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters REBORN COFFEE, INC. UNDERWRITING AGREEMENT New York, New York [●], 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor N |
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| August 1, 2022 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 August 1, 2022 Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission Washington DC 20549 Attention: Ta Tanisha Meadows (202-551-3322) or Joel Parker (202-551-3651) Nicholas Nalbantian (202-551-7470) or Mara Ransom (202-551-3264) RE: Reborn Coffee, Inc. Amendment No. 4 to Registration Statem |
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| July 22, 2022 |
Form of Underwriting Agreement EX-1.1 2 ea163044ex1-1reborn.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT between REBORN COFFEE, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters REBORN COFFEE, INC. UNDERWRITING AGREEMENT New York, New York [●], 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters name |
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| July 22, 2022 |
As filed with the Securities and Exchange Commission on July 21, 2022. As filed with the Securities and Exchange Commission on July 21, 2022. Registration No. 333-261937 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of Registrant as specified in its charter) Florida 5810 47-4752305 (State or other jurisdiction of incorporation |
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| July 21, 2022 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 July 21, 2022 Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission Washington DC 20549 Attention: Nicholas Lamparski (202-551-4695), Mara Ransom (202-551-3264), Tatanisha Meadows at 202-551-3322 or Adam Phippen (202) 551-3336 RE: Reborn Coffee, Inc. Amendment No. 3 to Registration Statemen |
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| June 28, 2022 |
Form of Bylaws of Registrant (Delaware) Exhibit 3.2 FORM OF BYLAWS OF REBORN COFFEE, INC. ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Reborn Coffee, Inc. (the ?Corporation?) shall be fixed in the Corporation?s Certificate of Incorporation, as the same may be amended from time to time. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of t |
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| June 28, 2022 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between REBORN COFFEE, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters REBORN COFFEE, INC. UNDERWRITING AGREEMENT New York, New York [●], 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor N |
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| June 28, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables Amendment No. 3 to Form S-1 (Form Type) REBORN COFFEE, INC. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees Previously Paid Equity Comm |
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| June 28, 2022 |
Form of Certificate of Incorporation of Registrant (Delaware) Exhibit 3.1 FORM OF CERTIFICATE OF INCORPORATION OF REBORN COFFEE, INC. ARTICLE I CORPORATE NAME The name of this Corporation is Reborn Coffee, Inc. ARTICLE II PRINCIPAL OFFICE AND MAILING ADDRESS The principal office and mailing address of the Corporation is 580 N. Berry Street, Brea, California 92821. ARTICLE III NATURE OF BUSINESS AND POWERS The general nature of the business to be transacted b |
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| June 28, 2022 |
Exhibit 10.2 Form of Lock-Up Agreement , 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the Underwriters 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned understands that EF Hutton, division of Benchmark Investments, LLC (the ?Representative?) proposes to enter into an Underwriting Agreement (the ?Underwriting Agreement?) wi |
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| June 28, 2022 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 June 28, 2022 Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission Washington DC 20549 Attention: Nicholas Lamparski (202-551-4695), Mara Ransom (202-551-3264), Tatanisha Meadows at 202-551-3322 or Adam Phippen (202) 551-3336 RE: Reborn Coffee, Inc. Amendment No. 2 to Registration Statemen |
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| June 28, 2022 |
S-1/A 1 ea160519-s1a3reborn.htm AMENDMENT NO. 3 TO FORM S-1 As filed with the Securities and Exchange Commission on June 28, 2022. Registration No. 333-261937 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of Registrant as specified in its charter) Florida 58 |
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| April 28, 2022 |
This 1-Z-W is being filed at the request of the staff of the Securities and Exchange Commission to clarify that the issuer withdraws the Form 1-Z Exit Report Under Regulation A filed on December 21, 2021. |
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| April 19, 2022 |
EXHIBIT 10.11 REBORN COFFEE INC. Subscription Documents For Purchase of Class A Common Stock of Reborn Coffee Inc. (a Florida corporation) REBORN COFFEE INC., A FLORIDA CORPORATION (THE ?COMPANY?), IS OFFERING SECURITIES IN THE FORM OF CLASS A COMMON STOCK. THE SECURITIES OF THE COMPANY (?SECURITIES? OR THE ?SHARES?) REFERRED TO HEREIN OFFERED ARE NOT REGISTERED UNDER THE UNITED STATES SECURITIES |
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| April 19, 2022 |
EXHIBIT 4.5 Form of Representative?s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FO |
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| April 19, 2022 |
Exhibit 10.3 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of the day of , 2022 (?Agreement?), by and between Reborn Coffee, Inc., a Delaware corporation (?Company?), and (?Indemnitee?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; |
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| April 19, 2022 |
EXHIBIT 10.7 |
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| April 19, 2022 |
EXHIBIT 10.6 |
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| April 19, 2022 |
Consulting Agreement by and between the Company and Kevin Hartley, effective September 15, 2021, EXHIBIT 10.12 |
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| April 19, 2022 |
As filed with the Securities and Exchange Commission on April 18, 2022. As filed with the Securities and Exchange Commission on April 18, 2022. Registration No. 333-261937 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of Registrant as specified in its charter) Florida 5810 47-4752305 (State or other jurisdiction of incorporation |
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| April 19, 2022 |
EX-4.3 5 rbcffex43.htm EX-4.3 EXHIBIT 4.3 Warrant Certificate COMMON STOCK PURCHASE WARRANT Reborn Coffee, Inc. Warrant Shares: [ ] Initial Exercise Date: , 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any t |
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| April 19, 2022 |
EXHIBIT 10.8 |
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| April 19, 2022 |
EXHIBIT 10.10 |
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| April 19, 2022 |
EXHIBIT 4.4 Reborn Coffee, Inc., And Securities Transfer Corporation, as Warrant Agent Warrant Agency Agreement Dated as of 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2022 (?Agreement?) between Reborn Coffee, Inc., a Delaware corporation (the ?Company?), and Securities Transfer Corporation, a corporation (the ?Warrant Agent?). WITNESSETH WHEREAS, pursuant to the terms of |
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| April 19, 2022 |
EXHIBIT 10.5 |
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| April 19, 2022 |
EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this ?Agreement?) is entered into by and between Capax Inc., a Florida corporation (the ?Company? or the ?Registrant?), Reborn Global Holdings, Inc., a California corporation (?RB?) and the selling stockholders of RB which are made a party hereto (each, an ?RB Shareholder? and together with RB and the Company, the ?Parties? and e |
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| April 19, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables Amendment No. 2 to Form S-1 (Form Type) REBORN COFFEE, INC. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees Previously Paid Other Units |
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| April 19, 2022 |
Specimen Common Stock Certificate (Delaware) EXHIBIT 4.2 CERTIFICATE NUMBER SHARES REBORN COFFEE, INC. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP - is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF COMMON STOCK OF THE PAR VALUE OF $ EACH OF Reborn Coffee, Inc. transferable on the books of the Company in person or by duly authorized attorney upon surrender o |
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| April 19, 2022 |
EXHIBIT 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Reborn Coffee, Inc. CUSIP UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of common stock, par value $ per share (?Common Stock?), of Reborn Coffee, Inc., a Delaware corporation (the ?Company?) and one warrant (?Warrant(s)?). Each War |
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| April 19, 2022 |
Form of Underwriting Agreement EXHIBIT 1.1 UNDERWRITING AGREEMENT between REBORN COFFEE, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters REBORN COFFEE, INC. UNDERWRITING AGREEMENT New York, New York [●], 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor N |
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| April 19, 2022 |
EXHIBIT 10.9 |
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| April 19, 2022 |
EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Name State of Formation Reborn Global Holdings, Inc. * California Reborn Coffee Franchise, LLC* California * Direct subsidiary |
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| April 19, 2022 |
EXHIBIT 10.4 |
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| April 19, 2022 |
Exhibit 10.2 Form of Lock-Up Agreement , 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the Underwriters 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned understands that EF Hutton, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) wi |
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| April 18, 2022 |
Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 Reborn Coffee, Inc. 580 N. Berry Street Brea, CA 92821 April 18, 2022 Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission Washington, DC 20549 Attention: Nicholas Lamparski (202-551-4695) and Mara Ransom (202-551-3264) Robyn Manuel (202)-551-3823 or Adam Phippen (202) 551-3336 RE: Reborn Coffee, Inc./Amendment No. 1 to Registration Statement |
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| December 30, 2021 |
As filed with the Securities and Exchange Commission on December 30, 2021. As filed with the Securities and Exchange Commission on December 30, 2021. Registration No. 333-261937 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of Registrant as specified in its charter) Florida 5810 47-4752305 (State or other jurisdiction of incorpor |
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| December 29, 2021 |
As filed with the Securities and Exchange Commission on December 28, 2021. As filed with the Securities and Exchange Commission on December 28, 2021. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REBORN COFFEE, INC. (Exact name of Registrant as specified in its charter) Florida 5810 47-4752305 (State or other jurisdiction of incorporation or organization) (Primary |
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| November 10, 2021 |
1-SA 1 rbcff1sa.htm FORM 1-SA UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A or ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the semiannual period ended June 30, 2021 REBORN COFFEE INC. (Exact name of issuer as specified in its charter) Florida 47-4752305 (State or other jurisdiction of (IRS Employer incorpo |
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| June 4, 2021 |
Law Office of Clifford J. Hunt, P.A. 8200 Seminole Boulevard Seminole, FL 33772 (727) 471-0444 Law Office of Clifford J. Hunt, P.A. 8200 Seminole Boulevard Seminole, FL 33772 (727) 471-0444 Reply to: [email protected] June 3, 2021 Jay Kim, CEO Reborn Coffee, Inc. 5800 N. Berry Street Brea, CA 92821 Re: Offering Statement on Form 1-A for Reborn Coffee, Inc. Dear Mr. Kim: You have requested our opinion, as special counsel for Reborn Coffee, Inc., a Florida corporation (the “Company”), in con |
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| June 4, 2021 |
Preliminary Offering Circular dated June 4, 2021 PART II AND III PRELIMINARY OFFERING CIRCULAR -REG A-AMENDMENT-NO.2 Preliminary Offering Circular dated June 4, 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers |
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| June 2, 2021 |
Preliminary Offering Circular dated ___ __, 2021 PART II AND III PRELIMINARY OFFERING CIRCULAR -REG A-AMENDMENT-NO.1 Preliminary Offering Circular dated , 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy |
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| June 2, 2021 |
Exhibit 12.1 LAW OFFICE OF CLIFFORD J. HUNT, P.A. 8200 Seminole Boulevard Seminole, FL 33772 (727) 471-0444 June 1, 2021 Jay Kim, CEO Reborn Coffee, Inc. 5800 N. Berry Street Brea, CA 92821 Re: Securities Qualified under Offering Statement on Form 1-A Dear Mr. Kim, We have acted as special securities counsel to Reborn Coffee, Inc., a Florida corporation (the “Company”) in connection with your fili |
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| June 1, 2021 |
REBORN COFFEE INC. 580 N Berry St Brea, CA 92821 REBORN COFFEE INC. 580 N Berry St Brea, CA 92821 June 1, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Attn: Mr. Nicholas Lamparski Re: Reborn Coffee, Inc. Letter of Request for Qualification of Offering Statement on Form 1-A Filed May 28, 2021 File No. 024-11518 Dear Mr. Lamparski: In follow up to |
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| May 28, 2021 |
580 N Berry St Brea CA 92821 May 28, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D. |
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| May 5, 2021 |
Exhibit 4 REBORN COFFEE INC. Subscription Documents For Purchase of Class A Common Stock of Reborn Coffee Inc. (a Florida corporation) REBORN COFFEE INC., A FLORIDA CORPORATION (THE ?COMPANY?), IS OFFERING SECURITIES IN THE FORM OF CLASS A COMMON STOCK. THE SECURITIES OF THE COMPANY (?SECURITIES? OR THE ?SHARES?) REFERRED TO HEREIN OFFERED ARE NOT REGISTERED UNDER THE UNITED STATES SECURITIES ACT |
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| May 5, 2021 |
EX1A-2A CHARTER 3 rebornex2a.htm EXHIBIT 2A Exhibit 2A SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF Reborn Coffee, Inc. Pursuant to the provisions of Section 607.1006 and 607.1007 of the Florida Business Corporation Act (the “Act”), the undersigned, on behalf of Reborn Coffee, Inc., a Florida corporation (the “Corporation”) incorporated on July 31, 2015, and having Florida File Number |
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| May 5, 2021 |
Exhibit 2A2 |
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| May 5, 2021 |
Exhibit 11 200 Sandpointe Avenue, Suite 560 Santa Ana, CA 92707 (949) 326-CPAS (2727) www. |
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| May 5, 2021 |
PART II AND III PRELIMINARY OFFERING CIRCULAR Preliminary Offering Circular dated , 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
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| August 15, 2018 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. |
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| May 15, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 11, 2018 Reborn Coffee, Inc. (Exact name of registrant as specified in its charter) Florida 333-219139 47-4752305 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| May 14, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 8, 2018 |
REBORN GLOBAL HOLDINGS, INC. FINANCIAL STATEMENTS Table of Contents 99.1 REBORN GLOBAL HOLDINGS, INC. FINANCIAL STATEMENTS Table of Contents Report of Independent Registered Public Accounting Firm F-2 Financial Statements Balance Sheets F-3 Statements of Operations F-4 Statements of Stockholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SHAREHOLDERS AND BOARD OF DIRECTORS |
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| May 8, 2018 | ||
| May 8, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2018 CAPAX INC. (Exact name of registrant as specified in its charter) Florida 333-219139 47-4752305 (State or other jurisdiction of incorporation) (Commission File Number) IRS |
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| May 8, 2018 |
PROFORMA FINANCIAL INFORMATION 99.2 PROFORMA FINANCIAL INFORMATION CAPAX INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2017 ASSETS Capax Reborn Global Adj Proforma Proforma Inc. Holdings Inc. # adjustments consolidated CURRENT ASSETS Cash $ 81,208 $ (10,349) $ $ 70,859 Accounts receivable net of allowance for doubtful account 3,256 3,256 Inventories, net 9,450 9,450 Prepaid and other 16,441 16,441 Total |
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| May 8, 2018 |
EX-10.1 5 ex101rbcapaxshexchagagrv.htm SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into by and between Capax Inc., a Florida corporation (the “Company” or the “Registrant”), Reborn Global Holdings, Inc., a California corporation (“RB”) and the selling stockholders of RB which are made a party hereto (each, an “RB Shareholder” and together with RB and the Co |
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| May 8, 2018 |
CERTIFIED PUBLIC ACCOUNTING FIRM Microsoft Word - Letter for SEC MaloneBailey,LLP CERTIFIED PUBLIC ACCOUNTING FIRM May 8, 2018 U. |
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| May 8, 2018 | ||
| May 8, 2018 |
BYLAWS REBORN GLOBAL HOLDINGS, INC. A CALIFORNIA CORPORATION ARTICLE I EX-3.3 4 ex33rebornbylaws.htm BYLAWS OF REBORN GLOBAL HOLDINGS, INC. A CALIFORNIA CORPORATION ARTICLE I SHAREHOLDERS 1.1 Annual Shareholder Meeting. An annual shareholders’ meeting shall be held in each year on the 5th day in April at 10 AM, unless that day should fall on a legal holiday, in which event the meeting shall be held at the same hour on the next succeeding business day that is not a le |
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| May 8, 2018 |
AMENDED AND RESTATED BYLAWS CAPAX INC. ARTICLE I EX-3.1 2 ex31capaxamendbylaws.htm AMENDED AND RESTATED BYLAWS of CAPAX INC. ARTICLE I Offices 1.1 Registered Office and Registered Agent: The registered office of the corporation shall be the same as listed on the articles of incorporation and at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent sh |
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| February 20, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 (Amendment No. 1) TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAPAX INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 5812 (Primary Standard Industrial Classification Code Number) 47-4752305 (I |
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| February 2, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 1, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 30, 2017 |
10-K 1 capax10k09302017v10.htm CONVERTED BY EDGARWIZ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 333-219139 Capa |
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| August 16, 2017 |
Filed pursuant to Rule 424(b)3 Registration No. 333-219139 PROSPECTUS Capax Inc. 15,000,000 shares of Class A Common Stock This is the initial offering of shares of Class A common stock (the “Common Stock”) of Capax Inc. (the “Company,” “we,” “us” or “our”). We are offering up to a total of fifteen million (15,000,000) shares of our Class A Common Stock on a self-underwritten basis, at an offering |
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| August 11, 2017 |
CAPAX INC. 7135 COLLINS AVE NO. 624 MIAMI BEACH, FL 33141 CAPAX INC. 7135 COLLINS AVE NO. 624 MIAMI BEACH, FL 33141 August 11, 2017 VIA EDGAR Mr. Justin Dobbie, Legal Branch Chief Office of Transportation and Leisure U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N E Washington, D.C. 20549 Re: Capax Inc. Registration Statement on Form S-1/A (the “Registration Statement”) Filed August 8, 2017 File No. 333-219139 Dear |
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| August 9, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Capax Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 5812 (Primary Standard Industrial Classification Code Number) 47-4752305 (I.R.S. Employer Identification Nu |
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| July 27, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Capax Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 5812 (Primary Standard Industrial Classification Code Number) 47-4752305 (I.R.S. Employer Identification Nu |
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| July 27, 2017 |
Converted by EDGARwiz CAPAX INC. July 27, 2017 VIA EDGAR Mr. Justin Dobbie, Legal Branch Chief Office of Transportation and Leisure U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Capax Inc. Registration Statement on Form S-1 Filed July 3, 2017 File No. 333-219139 Dear Mr. Dobbie: By letter dated July 25, 2017, the staff (the “S |
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| July 3, 2017 |
Capax Inc. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors on May 17, 2017) CODE OF BUSINESS CONDUCT AND ETHICS Capax Inc. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors on May 17, 2017) Introduction This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of Capax Inc., (the "Company"). All of our officers, |
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| July 3, 2017 |
Subscription Documents Purchase of Class A Common Stock of Capax Inc., EX-10.1 6 ex101capaxs1subscriptionagre.htm OFFERING MEMORANDUM NO CAPAX INC. Subscription Documents For Purchase of Class A Common Stock of Capax Inc., (a Florida corporation) Capax Inc., a Florida corporation (the “Company”), is offering securities in the form of Class A common stock. The securities of the Company (“Securities” or the “Shares”) referred to herein are registered under the United S |
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| July 3, 2017 |
BYLAWS of CAPAX INC. ARTICLE I Offices 1.1 Registered Office and Registered Agent: The registered office of the corporation shall be the same as listed on the articles of incorporation and at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such register |
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| July 3, 2017 |
ARTICLE I CORPORATE NAME The name of this Corporation shall be: La Veles Inc. ARTICLE II PRINCIPAL OFFICE AND MAILING ADDRESS The principal office and mailing address of the Corporation is 7135 Collins Avenue, No. 624, Miami Beach, Florida 33141. ARTICLE III NATURE OF BUSINESS AND POWERS The general nature of the business to be transacted by this Corporation shall be to engage in any and all lawfu |
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| July 3, 2017 |
AMENDED AND RESTATED ARTICLES OF INCORPORATION La Veles Inc ARTICLE I CORPORATE NAME AMENDED AND RESTATED AMENDED AND RESTATED ARTICLES OF INCORPORATION OF La Veles Inc ARTICLE I CORPORATE NAME The name of this Corporation shall be changed to Capax Inc. |
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| July 3, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Capax Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 5812 (Primary Standard Industrial Classification Code Number) 47-4752305 (I.R.S. Employer Identification Number) 7135 Collins A |
