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

580 N. Berry Street, Brea, CA 92821

(714) 784-6369

(Address, including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

Jay Kim

Chief Executive Officer

Reborn Coffee, Inc.

580 N. Berry Street,

Brea, CA 92821

(714) 784-6369

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 7 to the Registration Statement (the “Registration Statement”) on Form S-1 (File No. 333-261937) is filed solely to amend Item 16 of Part II thereof and to file a certain revised exhibit thereto. This Amendment No. 7 does not modify any provision of the preliminary prospectus contained in Part I of Amendment No. 6 to the Registration Statement. Accordingly, the preliminary prospectus has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Unless otherwise indicated, all references to “Reborn Coffee,” “Reborn,” the “company,” “we,” “our,” “us” or similar terms refer to Reborn Coffee, Inc. and its subsidiaries.

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all expenses to be paid by us, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates.

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. Our certificate of incorporation permits indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and our bylaws provide that we will indemnify our directors and executive officers and permit us to indemnify our other officers, employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.

We have entered into indemnification agreements with our directors and executive officers, whereby we have agreed to indemnify our directors and executive officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or executive officer was, or is threatened to be made, a party by reason of the fact that such director or executive officer is or was a director, executive officer, employee or agent of Reborn Inc., provided that such director or executive officer acted in good faith and in a manner that the director or executive officer reasonably believed to be in, or not opposed to, the best interest of Reborn Inc. At present, there is no pending litigation or proceeding involving a director or executive officer of Reborn Inc. regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.

We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act and the Securities Exchange Act of 1934, as amended, that might be incurred by any director or officer in his capacity as such.

The underwriters are obligated, under certain circumstances, under the underwriting agreement filed as Exhibit 1.1 hereto, to indemnify us and our officers and directors against liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities.

On May 5, 2018, Reborn (previously known as Capax) executed a reverse merger agreement with Reborn Global, pursuant to which Mr. Weeraratne converted 11,000,000 Class B shares into 11,000,000 Class A shares and the Company issued the following shareholders of Reborn Global the following Class A and Class B shares with their cost basis from RBGH carrying forward to the shares of the Company:

On November 1, 2018, Reborn issued Mr. Weeraratne 10,000,000 Class A shares at the par value of $0.0001 per share as consulting fees to continue to work for the Company as a consultant.

On December 19, 2018, the following shareholders bought the following number of Class A common shares for $0.005 per share for aggregate consideration of $200,000:

On February 26, 2019 Cromwell Capital Holdings Inc., bought 30,000,000 Class A common shares at $.0049 per share for a total of $147,999.

On December 24, 2019 Hannah Ying Goh bought 91,160,001 Class A shares and 8,839,999 Class B shares at $0.005 per share for a total of $500,000.

On March 12, 2020 Dennis R Egidi bought 106,000,001 Class A shares and 10,279,069 Class B shares at $0.0086 per share for a total of $1,000,000.

On September 10, 2020 Farooq M Arjomand bought 124,534,405 Class A shares and 12,076,395 Class B shares at $0.005 per share for a total of $683,054.

On September 10, 2020 Jay Kim bought 124,534,405 Class A shares and 12,076,395 Class B shares at $0.005 per share for a total of $683,054.

On September 10, 2020 Julie Kim bought 10,000,000 Class A shares at $0.006 per share for a total of $60,000.

On September 10, 2020 Dr. Thomas Tan bought 4,000,000 Class A shares at $0.0250 per share for a total of $100,000.

On September 10, 2020 Khanh Quoc Nguyen bought 500,000 Class A shares at $0.02 per share for a total of $10,000.

On September 10, 2020 Mr. Weeraratne was issued 5,000,000 Class A common shares as consulting fees at the par value $0.0001 per share.

On September 10, 2020 Kevin Hartley, our former Chief Financial Officer, was issued 2,000,000 Class A common shares as consulting fees at the par value $0.0001 per share.

On July 20, 2020, at Dr. Park and Sehan Kim’s request the total shares of 43,688,292 that consisted of Class A and class B shares, that they owned were reallocated 87.5% to Sehan Kim and 12.5% to Dr. Park as follows:

On December 20, 2020, Ki Chang Kim bought 23,255,813 Class A shares at $0.0086 per share for a total of $200,000.

On December 30, 2020, Hong Ma bought 5,813,954 Class A shares at $0.0086 per share for a total of $50,000.

On December 30, 2020, Dong Pham bought 5,813,954 Class A shares at $0.0086 per share for a total of $50,000.

On December 30, 2020, Nathalie Beyrard bought 5,813,954 Class A shares at $0.0086 per share for a total of $50,000.

On December 30, 2020, Cromwell Capital Holdings Inc. bought 23,255,814 Class A shares at $0.00645 per share for a total of $150,000 –50% of CDM location purchased value.

During the six months ended June 30, 2021, the Company sold 3,095,000 shares of Class A common stock for $154,750 at $0.05 per share to various investors.

Between July 1, 2021 and September 30, 2021, the Company received approximately $1,930,000 of proceeds related to the sale of 38,652,600 shares of its Class A common stock to various purchasers at a price of $0.05 per share.

The Registrant made no offers or sales of any securities between September 30, 2021 and November 10, 2021.

Between November 11, 2021 and December 21, 2021, the Company sold 2,820,000 shares of Class A common stock to various purchasers at a price of $0.05 per share.

All of the offers and sales set forth above by Registrant qualified for exemptions under Section 4(a)(2) of the Securities Act of 1933 since none of the issuances of shares involved a public offering as defined in Section 4(a)(2), or the offers and sale were made pursuant to an offering that qualified for an exemption from registration under Regulation A pursuant to a circular on Form 1-A (File No. 024-11518) which was qualified by the SEC on June 4, 2021 and which terminated on December 20, 2021.

Item 16. Exhibits and Financial Statement Schedules.

The following exhibits are included herein or incorporated herein by reference:

All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.

Item 17. Undertakings.

For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 7 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Brea, State of California, on August 10, 2022.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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