SecProbe.io

CORRESP
 1
 filename1.htm

 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, Reborn Coffee, Inc. (the "Company") hereby requests that
the above-captioned registration statement on Form S-1 (the "Registration Statement") be declared effective at 9:00 a.m.,
Eastern Time, on Thursday, April 17, 2025, or as soon thereafter as may be practicable.

 We acknowledge that a declaration
by the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Should you have any questions
regarding this matter or need any additional information, please contact the Company's legal counsel, Mr. Matthew Ogurick of Pryor
Cashman LLP, at (212) 326-0243.

 Very truly yours,

 /s/ Jay Kim

 Jay Kim

 Chief Executive Officer

 cc:
 Matthew Ogurick, Esq.

CORRESP
 1
 filename1.htm

 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, Reborn Coffee, Inc. (the "Company") hereby requests
that the above-captioned registration statement on Form S-1 (the "Registration Statement") be declared effective at 5:45 p.m.,
Eastern Time, on Wednesday, April 16, 2025, or as soon thereafter as may be practicable.

 We acknowledge that a declaration
by the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Should you have any questions
regarding this matter or need any additional information, please contact the Company's legal counsel, Mr. Matthew Ogurick of Pryor
Cashman LLP, at (212) 326-0243.

 Very truly yours,

 /s/ Jay Kim

 Jay Kim

 Chief Executive Officer

 cc:
 Matthew Ogurick, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 14, 2025

Jay Kim
Chief Executive Officer
Reborn Coffee, Inc.
580 N. Berry Street
Brea, CA 92821

 Re: Reborn Coffee, Inc.
 Registration Statement on Form S-1
 Filed April 10, 2025
 File No. 333-286468
Dear Jay Kim:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Matthew Ogurick
</TEXT>
</DOCUMENT>

CORRESP
1
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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, Reborn Coffee, Inc. (the “Company”)
hereby requests that the above-captioned registration statement (the “Registration Statement”) be declared effective at 4:00
p.m., Eastern Time, on Friday, October 4, 2024, or as soon thereafter as may be practicable.

We acknowledge that a declaration
by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Should you have any questions
regarding this matter or need any additional information, please contact the Company’s legal counsel, Mr. Matthew Ogurick of Pryor
Cashman LLP, at (212) 326-0243.

    Very truly yours,

    /s/ Jay Kim

    Jay Kim

    Chief Executive Officer

    cc:
    Matthew Ogurick, Esq.

September 17, 2024
Jay Kim
Chief Executive Officer
Reborn Coffee, Inc.
580 N. Berry Street
Brea, CA 92821
Re:Reborn Coffee, Inc.
Registration Statement on Form S-1
Filed September 11, 2024
File No. 333-282040
Dear Jay Kim:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Matthew Ogurick

CORRESP
1
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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 Coffee, Inc. (the “Company”)
hereby requests that the above-captioned registration statement (the “Registration Statement”) be declared effective at 4:00
p.m., Eastern Time, on Thursday, October 26, 2023, or as soon thereafter as may be practicable.

We acknowledge that a declaration
by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Should you have any questions
regarding this matter or need any additional information, please contact the Company’s legal counsel, Mr. Matthew Ogurick of Pryor
Cashman LLP, at (212) 326-0243.

    Very truly yours,

    /s/ Jay Kim

    Jay Kim

    Chief Executive Officer

    cc:
    Matthew Ogurick, Esq.

United States securities and exchange commission logo
October 24, 2023
Stephan Kim
Chief Financial Officer
Reborn Coffee, Inc.
580 N. Berry Street
Brea, CA 92821
Re:Reborn Coffee, Inc.
Registration Statement on Form S-3
Filed October 18, 2023
File No. 333-275070
Dear Stephan Kim:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Matthew Ogurick

CORRESP
1
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EF Hutton

Division of Benchmark Investments, LLC

590 Madison Ave, 39th Floor

New York, NY 10022

August 11, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Nicholas Lamparski, Mara Ransom,

    Tatanisha Meadows or Adam Phippen

    Division of Corporation Finance

    Re:
    Reborn Coffee, Inc.

    Registration Statement on Form S-1

    Filed December 29, 2021, as amended

    File No. 333-261937

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and
the other underwriters, hereby join in the second amended request of Reborn Coffee, Inc. that the effective date of the above-referenced
registration statement be accelerated so as to permit it to become effective at 4 p.m. Eastern time on Thursday, August 11, 2022, or as
soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that we, acting as representative of the several underwriters, distributed as many copies of the
Preliminary Prospectus, dated August 9, 2022, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

Each of the undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

    Very truly yours,

    EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

    As representative of the underwriters

CORRESP
1
filename1.htm

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 Time (or as soon thereafter as practicable)

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Reborn Coffee, Inc., a Delaware corporation (the “Registrant”), hereby further
amends its request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-1 to become effective on August 11, 2022 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable,
or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes
K&L Gates LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The Registrant requests that
it be notified of such effectiveness by a telephone call to our counsel, K&L Gates LLP, by calling Mr. Matthew Ogurick at (212) 536-4085.

    Sincerely,

    Reborn Coffee, Inc.

    By:
    /s/ Jay Kim

    Jay Kim

    Chief Executive Officer

cc: Matthew Ogurick, Esq., K&L Gates LLP

CORRESP
1
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EF Hutton

Division of Benchmark Investments, LLC

590 Madison Ave, 39th Floor

New York, NY 10022

August 10, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Nicholas Lamparski, Mara Ransom,

    Tatanisha Meadows or Adam Phippen

    Division of Corporation Finance

    Re:
    Reborn Coffee, Inc.

    Registration Statement on Form S-1

    Filed December 29, 2021, as amended

    File No. 333-261937

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and
the other underwriters, hereby join in the amended request of Reborn Coffee, Inc. that the effective date of the above-referenced registration
statement be accelerated so as to permit it to become effective at 4 p.m. Eastern time on Friday, August 12, 2022, or as soon thereafter
as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that we, acting as representative of the several underwriters, distributed as many copies of the
Preliminary Prospectus, dated August 9, 2022, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

Each of the undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

    Very truly yours,

    EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

    As representative of the underwriters

CORRESP
1
filename1.htm

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 soon thereafter as practicable)

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Reborn Coffee, Inc., a Delaware corporation (the “Registrant”), hereby amends its
request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-1 to become effective on August 12, 2022 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable,
or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes
K&L Gates LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The Registrant requests that
it be notified of such effectiveness by a telephone call to our counsel, K&L Gates LLP, by calling Mr. Matthew Ogurick at (212) 536-4085.

    Sincerely,

    Reborn Coffee, Inc.

    By:
    /s/ Jay Kim

    Jay Kim

    Chief Executive Officer

cc: Matthew Ogurick, Esq., K&L Gates LLP

CORRESP
1
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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 Statement on Form
S-1

  Filed August 1, 2022

  File No. 333-261937

Ladies and Gentlemen:

Reborn Coffee, Inc. (the “Company”)
confirms receipt of the letter dated July 14, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the above-referenced filing. We are responding to the Staff’s comment as set
forth below. The Staff’s comment is set forth below, followed by the Company’s response in bold:

Amendment No. 5 to Form S-1 filed August 1, 2022

Capitalization, page 49

1. Please remove your pro forma-as adjusted with over-allotment
option column which includes the underwriters over-allotment.

RESPONSE: The Company has revised its disclosures in the Amendment
in response to the Staff’s comment above.

Dilution, page 50

2. Please remove your tabular disclosure which includes the exercise
of the underwriters over-allotment.

RESPONSE: The Company has revised its disclosures in the Amendment
in response to the Staff’s comment above.

Historical Consolidated Financial and Other Data
Other Financial and Operating Data, page 52

3. We note your updated disclosure in response to comment 3 and
re-issue in part. With reference to comment 4 of our letter dated July 14, 2022, we requested clarification as to how you were able to
calculate Comparable location sales growth percentages for the Three Months Ended March 31, 2022 when your explanation of this metric
states that you utilize AUV to do so and yet you state on page 57 that you do not calculate AUV for interim periods. In your response
to comment 4 of our letter dated July 14, 2022, you added disclosure stating that a “similar metric” is used for interim periods.
Please clarify what metric is used for comparable locations sales growth percentage for the Three Months Ended March 31, 2022 and how
that metric is calculated.

RESPONSE: The Company has revised its disclosures in the Amendment in response to
the Staff’s comment above. As the Company calculates AUVs only for annual reporting purpose, we have decided to take out comparable
location sales growth percentage for the three months ended periods, which would require the AUVs for the interim period. With this change,
the comment regarding the usage of "similar metric" for interim period calculation would not be applicable.

Fiscal Year Ended December 31, 2021 Compared to Fiscal
Year Ended December 31, 2020, page 60

4. We note your response to comment 4 and re-issue our comment.
Please revise the disclosure in this section to quantify the material drivers for the year-over-year changes. We note, as one example
only, that you quantify the amount of revenue increase that came from new locations versus existing locations in the discussion of March
31 year-over-year changes, but do not include similar information in your discussion here.

RESPONSE: The Company has revised its disclosures in the Amendment
in response to the Staff’s comment above.

Business

Our Company, page 67

5. We note the revisions in response to comment 1. Reference
is made to your disclosure of Adjusted EBITDA margins on page 67. Please revise your disclosure to reflect net loss margins as the comparable
GAAP measures with equal or greater prominence. Refer to Question 103.02 of the Compliance and Disclosure Interpretations for Non-GAAP
Financial Measures.

RESPONSE: The Company has revised its disclosures
in the Amendment in response to the Staff’s comment above.

Audited Consolidated Financial Statements 15. Restatement,
page F-23

6. We note your revisions in response to comment 6. Reference is
made to the table of adjustments. Please explain why there were no issuances of common stock under the make-whole provision and no deemed
dividend recorded in the year ended December 31, 2021. In this regard, we note there were share issuances in fiscal 2021. In addition,
explain your adjustment to the weighted average shares of common stock outstanding for the year ended December 31, 2020.

RESPONSE: The Company has revised Note 12 in the subsection entitled
“Issuance of Common Stock in Settlement of Antidilution Provisions” in its audited financial statements to make it
clear that the pre-merger shareholders are entitled to antidilution protections from the date of the amendment (i.e., January 25, 2022)
through the closing date of an underwritten public offering. Since the antidilution protection did not include the period from June 3,
2021 through January 25, 2022, such additional issuances in 2021 did not entitle the pre-merger shareholders to any additional shares
in 2021. In connection with our restatement, the Company made a corresponding adjustment to the weighted average shares of common stock outstanding
for the year ended December 31, 2020 when it corrected number of outstanding shares in our calculations for the year ended December 31,
2020.

We trust that this response satisfactorily responds
to your request. Should you require further information, please contact our legal counsel, Matthew Ogurick, at 212/536-4085.

    Very truly yours,

    /s/ Jay Kim

    Jay Kim, Chief Executive Officer

    cc: Matthew Ogurick, Esq.

CORRESP
1
filename1.htm

EF Hutton

Division of Benchmark Investments, LLC

590 Madison Ave, 39th Floor

New York, NY 10022

August 9, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Nicholas Lamparski, Mara Ransom,

    Tatanisha Meadows or Adam Phippen

    Division of Corporation Finance

    Re:
    Reborn Coffee, Inc.

    Registration Statement on Form S-1

    Filed December 29, 2021, as amended

    File No. 333-261937

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and
the other underwriters, hereby join in the request of Reborn Coffee, Inc. that the effective date of the above-referenced registration
statement be accelerated so as to permit it to become effective at 10:00 a.m. Eastern time on Thursday, August 11, 2022, or as soon thereafter
as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that we, acting as representative of the several underwriters, distributed as many copies of the
Preliminary Prospectus, dated August 9, 2022, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

Each of the undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

    Very truly yours,

    EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

    As representative of the underwriters

CORRESP
1
filename1.htm

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 thereafter
as practicable)

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Reborn Coffee, Inc., a Delaware corporation (the “Registrant”), hereby requests that
the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-1 to become effective on August 11, 2022 at 10:00 a.m. Eastern Time, or as soon thereafter as practicable,
or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes
K&L Gates LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The Registrant requests that
it be notified of such effectiveness by a telephone call to our counsel, K&L Gates LLP, by calling Mr. Matthew Ogurick at (212) 536-4085.

    Sincerely,

    Reborn Coffee, Inc.

    By:
    /s/ Jay Kim

    Jay Kim

    Chief Executive Officer

cc:	Matthew Ogurick, Esq., K&L Gates LLP

United States securities and exchange commission logo
August 8, 2022
Jay Kim
Chief Executive Officer
Reborn Coffee, Inc.
580 N. Berry Street
Brea, CA 92821
Re:Reborn Coffee, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed August 1, 2022
File No. 333-261937
Dear Mr. Kim:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 29, 2022 letter.
Amendment No. 5 to Form S-1 filed August 1, 2022
Capitalization, page 49
1.Please remove your pro forma-as adjusted with over-allotment option column which
includes the underwriters over-allotment.
Dilution, page 50
2.Please remove your tabular disclosure which includes the exercise of the underwriters
over-allotment.

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 August 8, 2022 Page 2
 FirstName LastName
Jay Kim
Reborn Coffee, Inc.
August 8, 2022
Page 2
Historical Consolidated Financial and Other Data
Other Financial and Operating Data, page 52
3.We note your updated disclosure in response to comment 3 and re-issue in part. With
reference to comment 4 of our letter dated July 14, 2022, we requested clarification as to
how you were able to calculate Comparable location sales growth percentages for the
Three Months Ended March 31, 2022 when your explanation of this metric states that you
utilize AUV to do so and yet you state on page 57 that you do not calculate AUV for
interim periods. In your response to comment 4 of our letter dated July 14, 2022, you
added disclosure stating that a "similar metric" is used for interim periods. Please clarify
what metric is used for comparable locations sales growth percentage for the Three
Months Ended March 31, 2022 and how that metric is calculated.
Fiscal Year Ended December 31, 2021 Compared to Fiscal Year Ended December 31, 2020,
page 60
4.We note your response to comment 4 and re-issue our comment. Please revise the
disclosure in this section to quantify the material drivers for the year-over-year
changes. We note, as one example only, that you quantify the amount of revenue increase
that came from new locations versus existing locations in the discussion of March 31
year-over-year changes, but do not include similar information in your discussion here.
Business
Our Company, page 67
5.We note the revisions in response to comment 1.  Reference is made to your disclosure of
Adjusted EBITDA margins on page 67.  Please revise your disclosure to reflect net loss
margins as the comparable GAAP measures with equal or greater prominence.  Refer
to Question 103.02 of the Compliance and Disclosure Interpretations for Non-GAAP
Financial Measures.
Audited Consolidated Financial Statements
15. Restatement, page F-23
6.We note your revisions in response to comment 6.  Reference is made to the table of
adjustments.  Please explain why there were no issuances of common stock under the
make-whole provision and no deemed dividend recorded in the year ended December 31,
2021.  In this regard, we note there were share issuances in fiscal 2021.  In addition,
explain your adjustment to the weighted average shares of common stock outstanding for
the year ended December 31, 2020.

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 August 8, 2022 Page 3
 FirstName LastName
Jay Kim
Reborn Coffee, Inc.
August 8, 2022
Page 3
            You may contact Adam Phippen at 202-551-3336 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Matthew Ogurick

CORRESP
1
filename1.htm

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 Statement on Form
S-1

Filed July 22, 2022

File No. 333-261937

Ladies and Gentlemen:

Reborn Coffee, Inc. (the “Company”) confirms receipt
of the letter dated July 29, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the above-referenced filing. We are responding to the Staff’s comment as set forth below. The Staff’s comment
is set forth below, followed by the Company’s response in bold:

Amendment No. 4 to Registration Statement on Form S-1 Filed July
22, 2022

Prospectus Summary

Our Company, page 1

    1.
    We note your response to comment 1. Please revise your disclosure to reflect net loss margin as the comparable GAAP measure when you present Adjusted EBITDA margin. Refer to Question 103.02 of the Compliance and Disclosure Interpretations for Non- GAAP Financial Measures.

RESPONSE: The Company has revised its disclosure to eliminate
disclosures of “loss from operations” and corresponding “operating margin” in response to the Staff’s comment.

Capitalization, page 49

    2.
    In this section and elsewhere in the registration statement you state that there are 1,000,000 shares of Preferred Stock authorized. However, Article IV of the Form Certificate of Incorporation of Reborn Coffee, Inc., included as Exhibit 3.1, states that there are 600,000,000 shares of Preferred Stock authorized. Please clarify or amend the registration statement or form of Certificate of Incorporation to resolve the discrepancy. We also note that while the current form Certificate of Incorporation entertains an incorporation date in Delaware of June 2022, your disclosure continues to suggest that incorporation in Delaware has not yet occurred.

RESPONSE: The Company migrated from
Florida to Delaware effective July 27, 2022 and has filed with Amendment No. 5 to the Registration Statement (the “Amendment”)
a copy of its current Certificate of Incorporation, which reflects 1,000,000 shares of Preferred Stock authorized. The Company has made
conforming changes throughout the Amendment as a result of these corporate actions.

Other Financial and Operating Data, page 52

    3.
    We note your response to comment 4 and re-issue in part. Please clarify what is meant by the term "similar metric" in your new disclosure on page 52, so that readers can appreciate how this information is derived.

RESPONSE: The Company has deleted the sentence in question to eliminate
any ambiguity with the usage of the term “similar metric” in response to the Staff’s comment.

Results of Operations

Three months ended March 31, 2021 Compared
to Three months ended March 31, 2022, page 59

    4.
    We note your response to comment 7 and re-issue in part. We acknowledge your updated disclosure on page 59 in response to our comment, however please also make similar changes to your other discussion of period-to-period changes in the section titled "Fiscal Year Ended December 31, 2021 Compared to Fiscal Year Ended December 31, 2020." For example on page 61, rather than state that the occupancy expenses were “primarily” driven by new locations, quantify to the extent to which such locations contributed to increases in occupancy expenses as compared to other factors you discuss here. Refer to Item 303(b) of Regulation S-K.

RESPONSE: The Company has revised its disclosures in the
Amendment in response to the Staff’s comment above.

Description of Securities

Exclusive Forum, page 85

    5.
    With reference to Exhibit 3.1, please update this section, if true, to reflect that the Certificate of Incorporation does not include an exclusive forum provision.

RESPONSE: The Company has revised its disclosures where
appropriate throughout the Amendment to reflect that the Certificate of Incorporation does not include an exclusive forum provision.

Notes to Consolidated Financial Statements

15. Restatement, page F-23

    6.
    We note your response to comment 11. Please label the financial statements as restated and provide the disclosures required by ASC 250-10-50-7.

RESPONSE: The Company has updated its financial statements
to provide the disclosures required by ASC 250-10-50-7 in response to the Staff’s comment.

General

    7.
    We re-issue comment 16 from our letter dated May 16, 2022. Please file the Form 1-K for your fiscal year ended December 31, 2021. In this regard, we note that following the qualification of your Form 1-A (File no. 024-11518) on June 4, 2021, Rule 257(b) of Regulation A requires you to file periodic and current reports, including the Form 1-K for your fiscal year ended December 31, 2021, which was due on April 30, 2022.

RESPONSE: The Company has filed the Form 1-K for its fiscal
year ended December 31, 2021 with the Commission on August 1, 2022.

    2

We trust that this response satisfactorily responds to your request.
Should you require further information, please contact our legal counsel, Matthew Ogurick, at 212/536-4085.

    Very truly yours,

    /s/ Jay Kim

    Jay Kim, Chief Executive Officer

    cc:      Matthew Ogurick, Esq.

3

United States securities and exchange commission logo
July 29, 2022
Jay Kim
Chief Executive Officer
Reborn Coffee, Inc.
580 N. Berry Street
Brea, CA 92821
Re:Reborn Coffee, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed July 22, 2022
File No. 333-261937
Dear Mr. Kim:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 14, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-1 Filed July 22, 2022
Prospectus Summary
Our Company, page 1
1.We note your response to comment 1.  Please revise your disclosure to reflect net loss
margin as the comparable GAAP measure when you present Adjusted EBITDA margin.
Refer to Question 103.02 of the Compliance and Disclosure Interpretations for Non-
GAAP Financial Measures.
Capitalization, page 49
2.In this section and elsewhere in the registration statement you state that there are
1,000,000 shares of Preferred Stock authorized. However, Article IV of the Form

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 July 29, 2022 Page 2
 FirstName LastName
Jay Kim
Reborn Coffee, Inc.
July 29, 2022
Page 2
Certificate of Incorporation of Reborn Coffee, Inc., included as Exhibit 3.1, states that
there are 600,000,000 shares of Preferred Stock authorized. Please clarify or amend the
registration statement or form of Certificate of Incorporation to resolve the discrepancy.
We also note that while the current form Certificate of Incorporation entertains an
incorporation date in Delaware of June 2022, your disclosure continues to suggest that
incorporation in Delaware has not yet occurred.
Other Financial and Operating Data, page 52
3.We note your response to comment 4 and re-issue in part. Please clarify what is meant by
the term "similar metric" in your new disclosure on page 52, so that readers can appreciate
how this information is derived.
Results of Operations
Three months ended March 31, 2021 Compared to Three months ended March 31, 2022, page 59
4.We note your response to comment 7 and re-issue in part. We acknowledge your updated
disclosure on page 59 in response to our comment, however please also make similar
changes to your other discussion of period-to-period changes in the section titled "Fiscal
Year Ended December 31, 2021 Compared to Fiscal Year Ended December 31, 2020."
For example on page 61, rather than state that the occupancy expenses were “primarily”
driven by new locations, quantify to the extent to which such locations contributed to
increases in occupancy expenses as compared to other factors you discuss here. Refer to
Item 303(b) of Regulation S-K.
Description of Securities
Exclusive Forum, page 85
5.With reference to Exhibit 3.1, please update this section, if true, to reflect that the
Certificate of Incorporation does not include an exclusive forum provision.
Notes to Consolidated Financial Statements
15. Restatement, page F-23
6.We note your response to comment 11.  Please label the financial statements as restated
and provide the disclosures required by ASC 250-10-50-7.
General
7.We re-issue comment 16 from our letter dated May 16, 2022. Please file the Form 1-K for
your fiscal year ended December 31, 2021. In this regard, we note that following the
qualification of your Form 1-A (File no. 024-11518) on June 4, 2021, Rule 257(b) of
Regulation A requires you to file periodic and current reports, including the Form 1-K for
your fiscal year ended December 31, 2021, which was due on April 30, 2022.

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 July 29, 2022 Page 3
 FirstName LastName
Jay Kim
Reborn Coffee, Inc.
July 29, 2022
Page 3
            You may contact Ta Tanisha Meadows at 202-551-3322 or Joel Parker at 202-551-3651
if you have questions regarding comments on the financial statements and related
matters.  Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Matthew Ogurick

CORRESP
1
filename1.htm

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 Statement on Form
S-1

Filed June 28, 2022

File No. 333-261937

Ladies and Gentlemen:

Reborn Coffee, Inc. (the “Company”)
confirms receipt of the letter dated July 14, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the above-referenced filing. We are responding to the Staff’s comment as set
forth below. The Staff’s comment is set forth below, followed by the Company’s response in bold:

Amendment No. 3 to Registration Statement on Form S-1 Filed June
28, 2022

Prospectus Summary

Our Company, page 1

 1. We note your response to Comment 1. However, it still doesn’t appear
that each place you disclose Adjusted EBITDA margin,
you present the comparable GAAP measure with equal or greater prominence. Specifically, please refer to pages 1, 2, 52, 53 and 67. As
such, we re-issue the comment. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.

RESPONSE:
In response to the Staff’s comment, we have revised the Registration Statement to present the comparable GAAP measure with equal
or greater prominence in each place we disclose Adjusted EBITDA.

Our Growth, page 8

 2. We note your revisions in response to comment 2 and your
revised expectations around new store openings. In each place where you reference expectations around 20 franchise locations, acknowledge
that you have not yet signed any franchise agreements and that such number is purely speculative, if true. Alternatively, if you have
a basis for such number, please revise to provide it. Also, given your stated dependence upon proceeds from this offering to support
20 company-operated store openings, revise your Use of Proceeds to explicitly mention this intended use.

RESPONSE: We have revised the Registration
Statement to state that we acknowledge that we have not yet signed any franchise agreements and that such number is purely speculative.
We have also revised our use of proceeds sections to disclose that we anticipate using $3,000,000 of the proceeds from this offering
to fund the opening of 20 company-operating stores, at an estimated $150,000 per store in response to the Staff’s comment.

Historical Consolidated Financial and Other Data

Other Financial and Operating Data, page 52

 3. The table discloses that three stores were open as of March 31, 2022 and seven open as of December 31,
2021. Please explain the change or revise your disclosure.

RESPONSE: The Company has revised its disclosure
to address the Staff’s comment.

 4. Tell us how you were able to calculate Comparable location sales growth percentages for the Three Months
Ended March 31, 2022 when your explanation of this metric on page 57 states that you utilize AUV to do so and yet you state here that
you do not calculate AUV for interim periods.

RESPONSE: We use a metric similar to the AUV calculation
to measure comparable location sales growth for interim periods. We do not present the AUV disclosures for the interim periods because
the analytic over shorter periods of time could result in skewed or unrepresentative results.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 Impact of COVID-19 , page 56

 5. We note your updated disclosure that the increase in prices announced on your website
is due to inflation. This disclosure indicates that inflation has caused an increase in the prices of raw green coffee beans, shipping
and supplies, and nationwide increases in labor costs. We note your disclosure on page 66 that price increases have so far been able to
accommodate the impact of inflation; however, please clarify when you implemented such price increases. Also, revise to state whether
inflationary pressures have continued and increased since your price increase and, if so, how you are managing such increases. Revise
to provide risk factor disclosure that discusses the impact of inflation and how it has historically impacted your prices, and could impact
demand for your products and your profit margins, if true.

RESPONSE: The Company has updated its disclosures
to disclose that as of the date of the prospectus, the price increases, in addition to other factors including operational efficiencies, continue to accommodate the impact of inflation since the date
of the Company’s price increases and we have also added a risk factor with respect to the impact of inflation on our prices and
how inflation may impact the Company in the future in response to the Staff’s comment.

    2

Key Performance Indicators and Non-GA

AP Financial Measures, page 57

 6. We note your updated disclosure in response to comment 8 and re-issue in part.
In the description of the chart on this page you use the terms “Comparable location sales growth” and use “Comparable shop
sales growth” in the chart as if these terms are interchangeable. Please align the chart and the description or explain the use of
the different terms.

RESPONSE: We have revised “comparable shop”
to “comparable location” throughout the prospectus to address this inconsistency in response to the Staff’s comment.

Results of Operations

Three months ended March 31, 2021 Compared to Three months
ended March 31, 2022, page 58

 7. In your discussion of period-to-period changes, revise to quantify the nature
of the changes rather than provide qualitative descriptions. For example, rather than state that the increase in sales for the three-month
period ended March 31, 2022 was “primarily” driven by new locations, quantify to the extent to which such locations contributed
to increase in sales as compared to other factors you discuss here. Refer to Item 303(b) of Regulation S-K.

RESPONSE: The Company has revised its disclosures
in this section to quantify the nature of the changes in response to the Staff’s comment in accordance with Item 303(b) of Regulation
S-K.

 8. In your discussion of Product, food and drink costs, elaborate upon your reference
to “seasonal fluctuations” in the cost of ingredients. Clarify how inflation impacts such costs, which you acknowledge elsewhere
as a factor, and how inflationary pressures are distinguishable from seasonal pressures.

RESPONSE: The Company has revised its disclosures
to elaborate on our reference to “seasonal fluctuations”, to clarify how inflation impacts costs and to distinguish seasonal
pressures from inflationary ones in response to the Staff’s comment.

Business

Our Company, page 67

 9. We note your updated disclosure in response to comment 11 and re-issue the comment
in part. We understand that you plan on opening an additional 20 company-operated retail locations and 20 franchise locations dependent
on the proceeds of this offering. In addition, we note that you have already in 2022 opened two more corporate-owned locations and expect
to open a third one by 2022 year-end. Please ensure that where you disclose your intention to open new stores, you include both the stores
that will be opened dependent on this offering and those not depend on this financing, such as on page 68 of the registration statement.
In addition, please ensure that the total number of stores currently open is updated throughout the registration statement as we note
that on pages 1 and 54 you list or state that you are currently operating eight retail coffee locations yet on the same pages and on pages
67 and 71 you indicate that you are currently operating or identify nine locations, with inconsistent references to your identification
of the Manhattan Beach location.

RESPONSE: The Company has revised its disclosures
to make clear that the Company intends to use approximately $3,000,000 of the proceeds to open 20 company-owned retail locations (at approximately
$150,000 per location), however if the Company does not consummate the offering, it intends to raise approximately $1,500,000 through
public or private offerings to open 10 new company-owned retail locations in response to the Staff’s comment. The Company has also
clarified throughout the Registration Statement that it currently operates eight stores, with one additional store in Manhattan Beach
currently in development in response to the Staff’s comment.

    3

Consolidated Shareholders’ Equity (Deficit), page F-5

 10. We read your response to comment 12 but cannot locate the revised disclosure, so
we re- issue the comment. We note the 31,875 shares of common stock issued during 2021 with no impact on total shareholders’ equity.
Please disclose the nature of this common stock issuance in the line item here or in footnote 12.

RESPONSE: The Company has added disclosure
in footnote 12 to address the Staff’s comment above.

Notes to Consolidated Financial Statements

 Note 12.
Shareholders’ Equity

Issuance of Common Stock in Settlement of Antidilution Provisions,
page F-22

 11. We read your response to comment 15 but could not locate your revised disclosure.
In this regard, there is no disclosure related to your accounting treatment and you disclose that shareholders are entitled to the antidilution
protection through the closing date of an underwritten public offering. Please advise. In addition, as previously requested, please tell
us how you account for the antidilution provisions referencing specific guidance you relied upon. Finally, since the modification of the
agreement did not occur until January 2022, please tell us the facts and circumstances that qualify the modification as a Type 1 subsequent
event.

RESPONSE: The Company has added disclosure in footnote 12 to address the
Staff’s comment above, and has made additional changes as a result. In regard to accounting guidance relied upon, we considered
ASU 217-11, and specifically its effects on provisions within ASC 815 and ASC 480. We have modified the footnote disclosure to include
this information. The first recording of additional shares under these provisions was for the year ended December 31, 2021. The Company
had not recorded shares in periods previously because we had considered the number of issuable shares to be undetermined.  However,
after reassessment of the accounting guidance in responding to the Staff’s comment, the Company has concluded that the incremental
shares should have been reflected as deemed dividends and recorded as issuances of common stock as the rights were conveyed.  We
have restated the financial statements to reflect this change.

    4

Shareholder’s Equity

Class A Common Stock, page F-22

 12. We note the updated disclosure with regards to the issuer’s capital structure.
We understand that in the new capital structure “Class A Common Stock” is now just referred to as “Common Stock,”
as disclosed on page 49. Please ensure that the description of the current capital structure in this section, and elsewhere, is consistent
throughout the registration statement.

RESPONSE: In response to the
Staff’s comment, the Company did not revise the description of “Class A” or “Class B” common stock when
such disclosures make reference to previously issued shares of such class, and the Company did revise such descriptions when such disclosures
make reference to currently issued or authorized shares of common stock including, without limitation, in the Shareholder’s Equity
section of the Company’s financial statements.

Notes
to Unaudited Condensed Consolidated Financial Statements

 Nature of Operations, page F-28

 13. We note elsewhere in the registration statement the change from “royalty
fees” to “loyalty fees” and the increased fee from “3%” to “5%.” However, in this section that update
has not yet been made. Please ensure that the loyalty fee percentage disclosure is consistent throughout the registration statement or
please explain why you deviate in this section.

RESPONSE: The Company has updated its disclosure to change “loyalty fees”
to “royalty fees” and the change of “3%” to “5%” for consistency purposes in response to the Staff’s
comment.

    5

We trust that this response satisfactorily responds
to your request. Should you require further information, please contact our legal counsel, Matthew Ogurick, at 212/536-4085.

    Very truly yours,

    /s/ Jay Kim

    Jay Kim, Chief Executive Officer

    cc:  Matthew Ogurick, Esq.

6

United States securities and exchange commission logo
July 14, 2022
Jay Kim
Chief Executive Officer
Reborn Coffee, Inc.
580 N. Berry Street
Brea, CA 92821
Re:Reborn Coffee, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed June 28, 2022
File No. 333-261937
Dear Mr. Kim:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 16, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1 Filed June 28, 2022
Prospectus Summary
Our Company, page 1
1.We note your response to comment 1.  However, it still doesn't appear that each place you
disclose Adjusted EBITDA margin, you present the comparable GAAP measure with
equal or greater prominence.  Specifically, please refer to pages 1, 2, 52, 53 and 67.  As
such, we re-issue the comment.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
Our Growth, page 8
2.We note your revisions in response to comment 2 and your revised expectations around
new store openings.  In each place where you reference expectations around 20 franchise

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 July 14, 2022 Page 2
 FirstName LastNameJay Kim
Reborn Coffee, Inc.
July 14, 2022
Page 2
locations, acknowledge that you have not yet signed any franchise agreements and that
such number is purely speculative, if true.  Alternatively, if you have a basis for such
number, please revise to provide it.  Also, given your stated dependence upon proceeds
from this offering to support 20 company-operated store openings, revise your Use of
Proceeds to explicitly mention this intended use.
Historical Consolidated Financial and Other Data
Other Financial and Operating Data, page 52
3.The table discloses that three stores were open as of March 31, 2022 and seven open as of
December 31, 2021.  Please explain the change or revise your disclosure.
4.Tell us how you were able to calculate Comparable location sales growth percentages for
the Three Months Ended March 31, 2022 when your explanation of this metric on page 57
states that you utilize AUV to do so and yet you state here that you do not calculate AUV
for interim periods.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Impact of COVID-19 , page 56
5.We note your updated disclosure that the increase in prices announced on your website is
due to inflation. This disclosure indicates that inflation has caused an increase in the prices
of raw green coffee beans, shipping and supplies, and nationwide increases in labor costs.
We note your disclosure on page 66 that price increases have so far been able to
accommodate the impact of inflation; however, please clarify when you implemented such
price increases. Also, revise to state whether inflationary pressures have continued and
increased since your price increase and, if so, how you are managing such increases.
Revise to provide risk factor disclosure that discusses the impact of inflation and how it
has historically impacted your prices, and could impact demand for your products and
your profit margins, if true.
Key Performance Indicators and Non-GAAP Financial Measures, page 57
6.We note your updated disclosure in response to comment 8 and re-issue in part. In the
description of the chart on this page you use the terms "Comparable location sales
growth" and use "Comparable shop sales growth" in the chart as if these terms are
interchangeable. Please align the chart and the description or explain the use of the
different terms.

Results of Operations
Three months ended March 31, 2021 Compared to Three months ended March 31, 2022, page 58
7.In your discussion of period-to-period changes, revise to quantify the nature of the
changes rather than provide qualitative descriptions.  For example, rather than state that
the increase in sales for the three-month period ended March 31, 2022 was "primarily"

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 July 14, 2022 Page 3
 FirstName LastNameJay Kim
Reborn Coffee, Inc.
July 14, 2022
Page 3
driven by new locations, quantify the extent to which such locations contributed to
increase in sales as compared to the other factors you discuss here.  Refer to Item 303(b)
of Regulation S-K.
8.In your discussion of Product, food and drink costs, elaborate upon your reference to
"seasonal fluctuations" in the cost of ingredients.  Clarify how inflation impacts such
costs, which you acknowledge elsewhere as a factor, and how inflationary pressures are
distinguishable from seasonal pressures.
Business
Our Company, page 67
9.We note your updated disclosure in response to comment 11 and re-issue the comment in
part. We understand that you plan on opening an additional 20 company-operated retail
locations and 20 franchise locations dependent on the proceeds of this offering. In
addition, we note that you have already in 2022 opened two more corporate-owned
locations and expect to open a third one by 2022 year-end. Please ensure that where you
disclose your intention to open new stores, you include both the stores that will be opened
dependent on this offering and those not depend on this financing, such as on page 68 of
the registration statement.  In addition, please ensure that the total number of stores
currently open is updated throughout the registration statement as we note that on pages 1
and 54 you list or state that you are currently operating eight retail coffee locations yet on
the same pages and on pages 67 and 71 you indicate that you are currently operating or
identify nine locations, with inconsistent references to your identification of the
Manhattan Beach location.
Consolidated Shareholders' Equity (Deficit), page F-5
10.We read your response to comment 12 but cannot locate the revised disclosure, so we re-
issue the comment.  We note the 31,875 shares of common stock issued during 2021 with
no impact on total shareholders’ equity.  Please disclose the nature of this common stock
issuance in the line item here or in footnote 12.
Notes to Consolidated Financial Statements
Note 12. Shareholders' Equity
Issuance of Common Stock in Settlement of Antidilution Provisions, page F-22
11.We read your response to comment 15 but could not locate your revised disclosure.  In
this regard, there is no disclosure related to your accounting treatment and you disclose
that shareholders are entitled to the antidilution protection through the closing date of an
underwritten public offering.  Please advise.  In addition, as previously requested, please
tell us how you account for the antidilution provisions referencing specific guidance you
relied upon.  Finally, since the modification of the agreement did not occur until January
2022, please tell us the facts and circumstances that qualify the modification as a Type 1
subsequent event.

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 July 14, 2022 Page 4
 FirstName LastName
Jay Kim
Reborn Coffee, Inc.
July 14, 2022
Page 4
Shareholder's Equity
Class A Common Stock, page F-22
12.We note the updated disclosure with regards to the issuer's capital structure. We
understand that in the new capital structure "Class A Common Stock" is now just referred
to as "Common Stock," as disclosed on page 49. Please ensure that the description of the
current capital structure in this section, and elsewhere, is consistent throughout the
registration statement.
Notes to Unaudited Condensed Consolidated Financial Statements
Nature of Operations, page F-28
13.We note elsewhere in the registration statement the change from "royalty fees" to "loyalty
fees" and the increased fee from "3%" to "5%." However, in this section that update has
not yet been made. Please ensure that the loyalty fee percentage disclosure is consistent
throughout the registration statement or please explain why you deviate in this section.
            You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters.  Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Matthew Ogurick

CORRESP
1
filename1.htm

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 Statement on Form
S-1

Filed April 19, 2022

File No. 333-261937

Ladies and Gentlemen:

Reborn Coffee, Inc. (the “Company”)
confirms receipt of the letter dated May 16, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the above-referenced filing. We are responding to the Staff’s comment as set
forth below. The Staff’s comment is set forth below, followed by the Company’s response in bold:

Amendment No. 2 to Registration Statement on Form S-1 Filed April
19, 2022

Prospectus Summary

Our Company, page 1

1. We note your response to comment 2. However, it doesn’t appear
that each place you disclose Adjusted EBITDA margin, you present the comparable GAAP measure with equal or greater prominence. As such,
we re-issue the comment. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.

RESPONSE: The Company has revised its disclosures in response to
the Staff’s comment in Amendment No. 3.

Our Growth, page 8

2. We note your amended disclosure in response to comment 3. Please
balance your disclosure in this section by also discussing the going concern opinion issued by your auditor. In this regard, revise to
support your stated belief of “strong . . . financial performance” despite the going concern opinion.

RESPONSE: The Company has revised its disclosure by also discussing
the going concern opinion in response to the Staff’s comment.

3. You mention the need for additional capital in order to open
additional cafes here and on page 70. Revise to quantify the amount of resources needed, if known, for future locations so that
investors can appreciate the cost associated with opening new locations and your ability to execute on your expansion plans. Refer
to Item 303(b)(1)(ii) of Regulation S-K.

RESPONSE: The Company has revised its disclosure to quantify the
amount of resources needed for future locations in response to Staff’s comment.

Risk Factors

Risks Related to Our Business

“We have a history of operating losses and negative cash
flow . . .”, page 21

4. We note your amended disclosure in response to comment 7, and
reissue the comment in part. Please amend your risk factor disclosure to specifically address the fact that your auditor has
expressed substantial doubt about your ability to continue as a going concern.

RESPONSE: The Company has revised this risk factor further to specifically
address the going concern opinion in response to the Staff’s comment.

“Interruption of our supply chain of coffee or other ingredients
. . .”, page 27

5. We note your disclosure that your supply chain may be impacted
by the various reasons you list in the first sentence of this risk factor. Update your risks characterized as potential or hypothetical
if recent supply chain disruptions have impacted your operations, as you seem to indicate in your disclosure on page 62 in connection
with recent price increases.

RESPONSE: The Company has revised its disclosures to clarify
that as of the date of the prospectus, supply chain interruptions have not been material and that the Company attributes recent
price increases to inflation in response to the Staff’s comment.

Risks Related to Our Organizational Structure, this Offering and
Ownership of Our Securities

“Our warrant agreement will designate the courts of the State
of New York or . . .”, page 43

6. We note your amended disclosure in response to comment 9, and reissue
our comment as it relates to our prior request that you discuss the warrant agreement’s exclusive forum provision in the Description
of Securities section. Please revise your disclosure accordingly.

RESPONSE: The Company is no longer selling Units comprised of Warrants
and therefore, the Warrant Agreement has been removed from the registration statement.

Capitalization, page 54

7. Please review the As Adjusted column as it does not appear to
reflect the intended conversion of Class B common stock to Class A common stock or the issuance of shares of common stock in the
offering.

RESPONSE: The Company has revised the As Adjusted column in response
to the Staff’s comments.

    2

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Key Performance Indicators and Non-GAAP Financial Measures

Comparable Shop Sales Growth, page 64

8. We note your amended disclosure in response to comment 21. You
continue to use the terms “Comparable location sales growth” and “Comparable shop sales growth,” as if these terms
differ and yet the same quantified data is presented for both terms on pages 19, 58 and 64. Please revise to clarify.

RESPONSE: The Company has rectified these disclosures in
Amendment No. 3 in response to the Staff’s comment.

Quantitative and Qualitative Disclosure of Market Risks

Impact of Inflation, page 73

9. We note your indication that you have been able to partially offset
inflation by gradually increasing menu prices. Revise to clarify what you mean by “partially” with a view to understanding
to what extent your costs may be outpacing your expected revenues and by what margin. Elaborate upon your known future plans, if any,
to continue to absorb these costs and how you intend to do so.

RESPONSE: The Company has revised its disclosures in Quantitative
and Qualitative Disclosure of Market Risks in response to the Staff’s comment.

Business, page 75

10. We note that you have filed your long term kiosk license agreements
with Tyler Mall Limited Partnership, Stonestown Shopping Center, LP, and Glendale I Mall Associates, LP as exhibits 10.8, 10.9, and 10.10,
respectively. Please revise your disclosure to discuss the material terms of these agreements, or tell us why you believe you are not
required to do so.

RESPONSE: The Company has determined that the long term kiosk license
agreements with agreements with Tyler Mall Limited Partnership, Stonestown Shopping Center, LP, and Glendale I Mall Associates are not
material and has removed them from the filing.

Our Retail Locations, page 76

11. We note your response to comment 28 indicating that you do not
currently have specific plans to open 47 corporate-owned locations in 2022. Yet your disclosure on pages 1, 60, and 75 continues to indicate
that you “expect to open up to 40 company-operated retail locations” in 2022 and that you are currently “developing 3
retail locations and have identified an additional 2 locations for expansion.” Please revise this disclosure so that the disclosure
in the filing is consistent with your response, which indicates that you don’t have plans for 47 locations. In this regard, your disclosure
around future growth indicates an intent to open additional locations; if you no longer have plans to open additional locations in 2022,
please explicitly state as much in each place in which you discuss your intentions to do so.

RESPONSE: The Company has revised its disclosures throughout for
consistency.

    3

Consolidated Shareholders’ Equity (Deficit), page F-5

12. We note the 3,187,500 shares of common stock issued during 2021
with no impact on total shareholders’ equity. Please disclose the nature of this common stock issuance.

RESPONSE: The Company has revised its disclosures in response to
Staff’s comment.

Consolidated Statements of Cash Flows, page F-6

13. Please tell us where the 2021 non-cash loss on extinguishment
of debt of $982,383 is reflected in the 2021 Consolidated Statement of Cash Flows.

RESPONSE: The Company has revised its disclosures in response to
Staff’s comment. The recorded loss from extinguishment of debt, which was resultant from a conversion of debt into equity, had
not been separated from proceeds from issuance of common stock in the prior cash flow presentation. The loss has now been reclassified
to properly reflect as an addback in operating cash flows.

Revenue Recognition, page F-8

14. Please tell us the provisions in ASC 606 on which you relied
in determining the proper accounting for your customer loyalty program or demonstrate for us the insignificance of the rewards
granted to customers under the program.

RESPONSE: The Company analyzed the provisions of ASC 606 related
to separation of performance obligations within sales transactions as it applies to our customer loyalty program. Based on that analysis,
the company determined the program is currently immaterial in regards to revenue should such an allocation be performed. The historical
value of discounts applied from customer use of the program has amounted to 2% to 2.5% of total revenues, or approximately $55,000 for
2021 and $17,000 for the three-month period ended March 31, 2022. In addition to this, most rewards are accumulated and used in the same
fiscal period, meaning that any potential deferral of revenue from date of initial transaction to date of reward usage would result in
an insignificant change to any periods reported revenues. Lastly, the costs to the company to perform on any outstanding obligations
for unused rewards is estimated at 35% to 40% of the sales value, so the net value of any obligation to perform would be insignificant
to the balance sheet at period ends as well. The Company will continue to monitor the potential effects of this program on its
financial statements.

12. Shareholders’ Equity

Issuance of Common Stock in Settlement of Antidilution Provisions,
page F-22

15. Please disclose how you account for the antidilution provisions
in the share exchange agreement with Capax and its pre-merger shareholders including the related share issuances pursuant to the antidilution
provisions. With reference to the specific guidance on which you relied, please tell us the basis in GAAP for your accounting.

RESPONSE: The Company has revised its disclosures in response to
the Staff’s comment. The original agreement with Capax included the clause for non-dilution of shares, protecting their 5% ownership
through a defined period of time until an eventual public offering. This meant that the legacy Capax shareholders would be due additional
shares of stock each time the Company issued shares for other purposes.

The incremental shares that would have been issuable to Capax shareholders
were considered to be part of the cost of each respective transaction and would have been merged into the accounting impact ascribed
to those transactions. Thus, the net recorded value of the historical transactions would not have changed since the proceeds were fixed,
but the per share value applied for accounting purposes would have been diluted. The additional shares to be issued to Capax shareholders
had not been issued and were formalized at a later date, so they were not shown as issued at that time.

The agreement was modified in January 2022 to eliminate the non-dilution
provision and set a fixed number of shares to make those Capax shareholders whole. Since the number of shares was at that point fixed,
we considered the modification to be a Type 1 subsequent event per the definition in ASC 855-10-20. As such it was considered a recognized
subsequent event and the shares were shown as issued during the year ended December 31, 2021.

General

16. Please file the Form 1-K for your fiscal year ended December 31,
2021. In this regard, we note that following the qualification of your Form 1-A (File no. 024-11518) on June 4, 2021, Rule 257(b) of
Regulation A requires you to file periodic and current reports, including the Form 1-K for your fiscal year ended December 31, 2021,
which was due on April 30, 2022.

RESPONSE: The Company acknowledges its obligation to file a Form
1-K and intends to do so soon.

    4

We trust that this response satisfactorily responds
to your request. Should you require further information, please contact our legal counsel, Matthew Ogurick, at 212/536-4085.

    Very truly yours,

    /s/ Jay Kim

    Jay Kim, Chief Executive Officer

 cc: Matthew
Ogurick, Esq.

5

United States securities and exchange commission logo
May 16, 2022
Jay Kim
Chief Executive Officer
Reborn Coffee, Inc.
580 N. Berry Street
Brea, CA 92821
Re:Reborn Coffee, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 19, 2022
File No. 333-261937
Dear Mr. Kim:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 27, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1 Filed April 19, 2022
Prospectus Summary
Our Company, page 1
1.We note your response to comment 2.  However, it doesn't appear that each place you
disclose Adjusted EBITDA margin, you present the comparable GAAP measure with
equal or greater prominence.  As such, we re-issue the comment.  Refer to Item
10(e)(1)(i)(A) of Regulation S-K.
Our Growth, page 8
2.We note your amended disclosure in response to comment 3.  Please balance your
disclosure in this section by also discussing the going concern opinion issued by your

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 May 16, 2022 Page 2
 FirstName LastName
Jay Kim
Reborn Coffee, Inc.
May 16, 2022
Page 2
auditor.  In this regard, revise to support your stated belief of "strong . . . financial
performance" despite the going concern opinion.
3.You mention the need for additional capital in order to open additional cafes here and on
page 70.  Revise to quantify the amount of resources needed, if known, for future
locations so that investors can appreciate the cost associated with opening new locations
and your ability to execute on your expansion plans.  Refer to Item 303(b)(1)(ii) of
Regulation S-K.
Risk Factors
Risks Related to Our Business
"We have a history of operating losses and negative cash flow . . .", page 21
4.We note your amended disclosure in response to comment 7, and reissue the comment in
part.  Please amend your risk factor disclosure to specifically address the fact that your
auditor has expressed substantial doubt about your ability to continue as a going concern.
"Interruption of our supply chain of coffee or other ingredients . . .", page 27
5.We note your disclosure that your supply chain may be impacted by the various reasons
you list in the first sentence of this risk factor.  Update your risks characterized as
potential or hypothetical if recent supply chain disruptions have impacted your operations,
as you seem to indicate in your disclosure on page 62 in connection with recent price
increases.
Risks Related to Our Organizational Structure, this Offering and Ownership of Our Securities
"Our warrant agreement will designate the courts of the State of New York or . . .", page 43
6.We note your amended disclosure in response to comment 9, and reissue our comment as
it relates to our prior request that you discuss the warrant agreement's exclusive forum
provision in the Description of Securities section.  Please revise your disclosure
accordingly.
Capitalization, page 54
7.Please review the As Adjusted column as it does not appear to reflect the intended
conversion of Class B common stock to Class A common stock or the issuance of shares
of common stock in the offering.

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 May 16, 2022 Page 3
 FirstName LastName
Jay Kim
Reborn Coffee, Inc.
May 16, 2022
Page 3
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators and Non-GAAP Financial Measures
Comparable Shop Sales Growth, page 64
8.We note your amended disclosure in response to comment 21.  You continue to use the
terms "Comparable location sales growth" and "Comparable shop sales growth," as if
these terms differ and yet the same quantified data is presented for both terms on pages
19, 58 and 64.  Please revise to clarify.
Quantitative and Qualitative Disclosure of Market Risks
Impact of Inflation, page 73
9.We note your indication that you have been able to partially offset inflation by gradually
increasing menu prices.  Revise to clarify what you mean by "partially" with a view to
understanding to what extent your costs may be outpacing your expected revenues and by
what margin.  Elaborate upon your known future plans, if any, to continue to absorb these
costs and how you intend to do so.
Business, page 75
10.We note that you have filed your long term kiosk license agreements with Tyler Mall
Limited Partnership, Stonestown Shopping Center, LP, and Glendale I Mall Associates,
LP as exhibits 10.8, 10.9, and 10.10, respectively.  Please revise your disclosure to discuss
the material terms of these agreements, or tell us why you believe you are not required to
do so.
Our Retail Locations, page 76
11.We note your response to comment 28 indicating that you do not currently have specific
plans to open 47 corporate-owned locations in 2022.  Yet your disclosure on pages 1, 60,
and 75 continues to indicate that you "expect to open up to 40 company-operated retail
locations" in 2022 and that you are currently "developing 3 retail locations and have
identified an additional 2 locations for expansion."  Please revise this disclosure so that
the disclosure in the filing is consistent with your response, which indicates that you don't
have plans for 47 locations.  In this regard, your disclosure around future growth indicates
an intent to open additional locations; if you no longer have plans to open additional
locations in 2022, please explicitly state as much in each place in which you discuss your
intentions to do so.
Consolidated Shareholders' Equity (Deficit), page F-5
12.We note the 3,187,500 shares of common stock issued during 2021 with no impact on
total shareholders' equity.  Please disclose the nature of this common stock issuance.

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 May 16, 2022 Page 4
 FirstName LastName
Jay Kim
Reborn Coffee, Inc.
May 16, 2022
Page 4
Consolidated Statements of Cash Flows, page F-6
13.Please tell us where the 2021 non-cash loss on extinguishment of debt of $982,383 is
reflected in the 2021 Consolidated Statement of Cash Flows.
Revenue Recognition, page F-8
14.Please tell us the provisions in ASC 606 on which you relied in determining the proper
accounting for your customer loyalty program or demonstrate for us the insignificance of
the rewards granted to customers under the program.
12. Shareholders' Equity
Issuance of Common Stock in Settlement of Antidilution Provisions, page F-22
15.Please disclose how you account for the antidilution provisions in the share exchange
agreement with Capax and its pre-merger shareholders including the related share
issuances pursuant to the antidilution provisions.  With reference to the specific guidance
on which you relied, please tell us the basis in GAAP for your accounting.
General
16.Please file the Form 1-K for your fiscal year ended December 31, 2021.  In this regard, we
note that following the qualification of your Form 1-A (File no. 024-11518) on June 4,
2021, Rule 257(b) of Regulation A requires you to file periodic and current reports,
including the Form 1-K for your fiscal year ended December 31, 2021, which was due on
April 30, 2022.
            You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related matters.
Please contact Nicholas Lamparski at 202-551-4695 or Mara Ransom at 202-551-3264 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Matthew Ogurick

CORRESP
1
filename1.htm

rbcff_corresp

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 on Form
S-1

Filed December 30, 2021

File No. 333-261937

Ladies
and Gentlemen:

Reborn
Coffee, Inc. (the “Company”) confirms
receipt of the letter dated January 27, 2022 from the staff (the
“Staff”) of the Securities
and Exchange Commission (the “Commission”) with respect
to the above-referenced filing (the “Registration Statement”).
We are responding to the Staff’s comment as set forth below.
The Staff’s comment is set forth below, followed by the
Company’s response in bold:

Amendment No. 1 to Registration Statement on Form S-1 Filed
December 30, 2021

Prospectus Summary

Our Company, page 1

1.

Please
balance your disclosure on page 2 of the nine months ended
September 30, 2021 revenue with the nine months ended net loss and
Adjusted EBITDA.

RESPONSE:

The Company has updated Amendment No. 2 to the Registration
Statement (“Amendment No.
2”) to include the
audited financial statements at December 31, 2021, and has
therefore eliminated the interim financial statements ended
September 30, 2021. However, reconciliations of net loss to EBITDA
and Adjusted EBITDA are presented in various places throughout the
document, and a copy of such reconciliations was added in support
of the presentation of these non-GAAP measures.

2.

Reference
is made to your disclosure of Adjusted EBITDA margin on page 2 and
throughout the filing. When you present this non-GAAP measure,
please present the comparable GAAP measure with equal or greater
prominence. Refer to Item 10(e)(1)(i)(A) of Regulation
S-K.

RESPONSE:

The Company has added a reconciliation of Net Loss to EBITDA,
Adjusted EBITDA and Adjusted EBITDA margin in Amendment No. 2 in
response to the Staff’s comment.

Our Growth, page 8

3.

Please
balance your disclosure in this section by also discussing your
indebtedness, history of net losses, the going concern opinion
issued by your auditor, and the negative impacts COVID-19 has
and/or may continue to have on your operations.

RESPONSE:

The Company has added disclosures to discuss indebtedness, history
of net losses, and the going concern opinion, as well as the impact
that the lockdowns attributable to COVID-19 has had and may
continue to have on our operations in this section and in other
relevant sections in response to the Staff’s
comment.

4.

We
note several references throughout your filing indicating that
“Reborn Coffee is in the early stages of rapid growth,”
you have “highly efficient retail locations and
kiosks,” and your “brand experience has enabled strong
growth and financial performance.” Please provide your basis
for these statements, or revise to characterize them as your own
belief.

RESPONSE:

We
have revised such statements by characterizing them as our own
belief in response to the Staff’s comment above.

Specialty Beverages with a Focus on Innovation, page 9

5.

Please
disclose the measure by which you are a “leader” in the
“Fourth Wave” premium coffee movement. For example,
disclose whether you lead by sales, market share, or some other
metric.

RESPONSE:

We have revised Amendment No. 2 to disclose the measure by which we
believe we are a “leader” in the “Fourth
Wave” movement in response to the Staff’s comment
above.

Our Growth Strategies, page 12

6.

We
note your disclosure that the “grocery market is another
major channel through which we expect to access” and that you
“are exploring discussions with a variety of retailers and
expect to access these additional sales channels in early
2022.” Please discuss any steps that you have taken, or plan
to take in the near future to access the grocery
market.

RESPONSE:

We
have revised our disclosure to discuss the steps that we have taken
to access the grocery market in response to the Staff’s
comment above.

Risk Factors, page 20

7.

It
appears that your auditor intended to indicate that there is
substantial doubt as to your ability to continue as a going
concern. If true, please add a risk factor that addresses the risks
associated with the going concern expressed by your independent
registered public accounting firm.

RESPONSE:

We have added a going concern risk factor in response to the
Staff’s comment.

8.

Considering
you have not yet executed any franchise agreements with any
franchise partners, revise to remove your repeated references to
your “future franchise partners.”

RESPONSE:

We have revised Amendment No. 2 to either remove our repeated
references to our “future franchise partners” or to
clarify that we have no franchise partners as of the date of this
prospectus in response to the Staff’s comment.

Risks Related to Our Organizational Structure, this Offering and
Ownership of Our Securities “Our warrant agreement will
designate the courts of the State of New York or the . . .”,
page 43

9.

We
note that the exclusive forum provision in your warrant agreement
applies to claims arising under the Securities Act. Please revise
your disclosure in this risk factor to state that investors cannot
waive compliance with the federal securities laws and the rules and
regulations thereunder. Please also state that this provision could
increase a warrant holder’s costs to bring a claim. As a
related matter, please discuss this provision in your Description
of Securities section.

RESPONSE:

We have revised the disclosure in this risk factor and in the
Description of Securities sections to state that investors cannot
waive compliance with the federal securities laws and the rules and
regulations thereunder, and that this provisions could increase a
warrant holders’ costs to bring a claim in response to the
Staff’s comment.

General Risks

“Our amended and restated articles of incorporation that will
be in effect prior to the closing of this
offering . . .”, page 48

10.

With
respect to the Delaware forum provision to be included in your
amended and restated certificate of incorporation, please revise
your disclosure here and in your Description of Securities section
to clarify the forum(s) in which the provision will designate as
the exclusive forum for certain litigation, including “any
derivative claims.” In this regard, your disclosure in this
risk factor indicates that the Court of Chancery of the State of
Delaware is the exclusive forum for such claims. However, your
disclosure in the Description of Securities section on page 97
indicates “the Court of Chancery of the State of Delaware
(or, if and only if the Court of Chancery of the State of Delaware
lacks subject matter jurisdiction, any state court located within
the State of Delaware or, if and only if all such state courts lack
subject matter jurisdiction, the federal district court for the
District of Delaware) and any appellate court therefrom” is
the exclusive forum for such claims. In addition, your disclosure
here and on page 97 is inconsistent as to the applicability of your
Delaware forum provision to actions arising under the Securities
Act. As a related matter, please enhance your risk factor
disclosure to highlight the risks that the federal forum provision
may increase investors’ costs to bring a claim and may
discourage claims.

RESPONSE:

We have revised this risk factor, and the exclusive forum section
in Description of Securities for consistency, and to enhance
disclosure with respect to the risks that federal forum provisions
may increase investors’ costs to bring a claim and may
discourage claims in response to the Staff’s
comment.

Use of Proceeds, page 53

11.

We
note your disclosures on page 62 under Liquidity and Capital
Resources regarding your plans for using the offering proceeds as
well as your disclosure on page 73 that if you raise 100% of the
potential proceeds from this offering, you could set up a
combination of 300 new kiosks and cafes. Please revise your Use of
Proceeds disclosure as appropriate to disclose any such specific
plans and to indicate the approximate amount of proceeds intended
to be used for each purpose. Refer to Item 504 of Regulation
S-K.

RESPONSE:

We
have revised Amendment No. 2 to remove disclosures related to our
plans to use the offering proceeds, including, without limitation,
our prior intent to set up new kiosks and cafes. We do not have any
specific plans for the use of proceeds at this time.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Liquidity and Capital Resources, page
62

12.

Reference
is made to your disclosure on page 73 that if capital doesn’t
become available from the proceeds of this offering or other
sources, you anticipate monthly revenue of $180,000 and monthly
expenses of approximately $120,000 in the next few months and,
thus, with available cash on hand and positive cash flows from
current operations will be able to continue operations for 12
months. Please revise your disclosure to substantiate the basis for
your expectation of positive cash flows from current operations
given your history of generating significant operating cash flow
deficits.

RESPONSE:

We have made additional disclosures to substantiate the basis for
our expectation of positive cash flows from current operations in
response to the Staff’s comment.

13.

We
note your risk factor disclosure on page 39 that you will be
“dependent upon the financial results and cash flows of
Reborn Global and Reborn Franchise.” Please revise your
disclosure here and elsewhere as appropriate to include a
materially complete description of the limitations and restrictions
on the ability of your subsidiaries to make distributions to you
and of their potential impact on your liquidity. Please also add
disclosure stating how you intend to fund your obligations, if
distributions from your subsidiaries are insufficient to meet such
obligations.

RESPONSE:

The Company has added disclosure to such risk factor in response to
the Staff’s comment. There is also disclosure elsewhere
regarding the company’s anticipated cash flow needs and
restrictions should a successful capital raise not be
successful.

14.

You
disclose that cash and cash equivalents “will be sufficient
to carry on our operations of preparing to build our
factory.” In the preceding paragraph, you also discuss your
new production and distribution centers. Please expand your
disclosure to provide additional detail about these plans and how
you intend to finance them.

RESPONSE:

We
have revised Amendment No. 2 to remove disclosures related to our
plans, including, without limitation, our prior intent to build a
factory. We do not have any specific plans for the use of proceeds
at this time.

Impact of COVID-19, page 63

15.

Revise
to clarify how COVID-19 impacted your business in 2020 and 2021,
and disclose any material effects of COVID-19 on your business,
financial condition and results of operations. For instance, we
note your disclosure elsewhere in the filing indicating that your
net loss was significantly higher in fiscal 2020 “as a result
of closures and reduced customer traffic as a result of the
pandemic,” and the government assistance you have received as
a result of the pandemic in the form of PPP loans and the EIDP
Loan. We also note the announcement on your website indicating that
you had to raise your prices beginning January 3, 2022, which
you appear to have attributed to the impacts you have experienced
and/or continue to experience from the pandemic. Lastly, please
discuss how you expect the global outbreak of COVID-19 to impact
your future operating results and near-term financial condition. As
applicable, please make conforming changes to the disclosure in
your Risk Factors. For guidance, please refer to Item 303(a) of
Regulation S-K, Release No. 33-8350, and the Division of
Corporation Finance’s Disclosure Guidance: Topic Nos. 9 and
9A, which is available on our website.

RESPONSE:

We have included additional disclosures in Amendment No. 2 where
applicable.

Key Performance Indicators and Non-GAAP Financial Measures, page
63

16.

Please
consolidate the non-GAAP disclosures provided on page 59 with the
non-GAAP disclosures provided in this section instead of providing
mostly redundant and partly incomplete disclosure in both places.
You should cross reference the complete non- GAAP disclosures each
place where the non-GAAP measures are presented throughout the
document. Please also review for accuracy the amounts disclosed in
your non-GAAP reconciliation tables as we note that certain of the
amounts presented in the tables on pages 59 and 64 are inconsistent
by a material amount.

RESPONSE:

Stub period information is no longer necessary and was removed,
which simplifies the tables presented. We have modified the
remaining periods in the tables presented to ensure consistency. We
have also removed the table from page 63 and provided reference to
the previously presented table in response to the Staff’s
comment above.

17.

We
note you present restaurant-level contribution and restaurant-level
contribution margin as non-GAAP measures that are similar to gross
profit and gross margin, except they exclude store-related
depreciation expense. Therefore, it appears that a fully-burdened
gross profit and gross margin are the most comparable GAAP
measures. Throughout your filing, when referencing restaurant-level
contribution and restaurant-level contribution margin, please
disclose in equal or greater prominence a fully burdened gross
profit and gross margin prepared in accordance with GAAP.
Additionally, when reconciling to these non-GAAP measures, please
reconcile from a fully-burdened gross profit. Finally, it appears
you refer to restaurant-level contribution and restaurant-level
contribution margin as “shop-level contribution” and
“location-level contribution” and related margin
elsewhere in the document. Please revise your terminology for
consistency.

RESPONSE:

WE have modified the table in question to reflect a reconciliation
of operating loss to a fully-burdened gross profit and then to
shop-level contribution in order to connect to the closest GAAP
measures. WE also modified terminology throughout Amendment No. 2
to reflect “shop-level contribution” for
consistency.

18.

Please
tell us why you are adjusting Average Unit Volumes to annualize
sales for locations that were not open for the entire fiscal year,
rather than computing it using a defined comparable restaurant base
– such as all stores opened for the entire year. As currently
disclosed, this metric does not appear to be based on actual
results and, thus, may be inappropriate for disclosure. In
addition, we note you disclose this metric multiple times in the
prospectus before defining what the metric represents. Please
define the metric and explain how it is computed the first time it
is disclosed, or provide an appropriate cross reference to such
disclosure.

RESPONSE:

Our intent was to include recently opened locations in the
presentations for a sense of completeness in current periods. These
were based on actual numbers for the periods the shops were open,
however we do understand that the annualizing of this information
infuses a measure of subjectivity and estimation that may not be
appropriate in this disclosure. Presentation has been revised to
only include in the calculation shops that were open for the entire
years and the disclosure of the methods of calculation have been
revised to match. We have also added the definition of AUVs and the
method of calculation to the first occurrence of such disclosure in
Amendment No. 2.

19.

Please
clarify your disclosure regarding how comparable location sales
growt

United States securities and exchange commission logo
January 27, 2022
Jay Kim
Chief Executive Officer
Reborn Coffee, Inc.
580 N. Berry Street
Brea, CA 92821
Re:Reborn Coffee, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 30, 2021
File No. 333-261937
Dear Mr. Kim:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 Filed December 30, 2021
Prospectus Summary
Our Company, page 1
1.Please balance your disclosure on page 2 of the nine months ended September 30, 2021
revenue with the nine months ended net loss and Adjusted EBITDA.
2.Reference is made to your disclosure of Adjusted EBITDA margin on page 2 and
throughout the filing.  When you present this non-GAAP measure, please present the
comparable GAAP measure with equal or greater prominence.  Refer to Item
10(e)(1)(i)(A) of Regulation S-K.

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 January 27, 2022 Page 2
 FirstName LastName
Jay Kim
Reborn Coffee, Inc.
January 27, 2022
Page 2
Our Growth, page 8
3.Please balance your disclosure in this section by also discussing your indebtedness,
history of net losses, the going concern opinion issued by your auditor, and the negative
impacts COVID-19 has and/or may continue to have on your operations.
4.We note several references throughout your filing indicating that "Reborn Coffee is in the
early stages of rapid growth," you have a "highly efficient retail locations and kiosks," and
your "brand experience has enabled strong growth and financial performance."  Please
provide your basis for these statements, or revise to characterize them as your own belief.
Specialty Beverages with a Focus on Innovation, page 9
5.Please disclose the measure by which you are a "leader" in the “Fourth Wave” premium
coffee movement.  For example, disclose whether you lead by sales, market share, or
some other metric.
Our Growth Strategies, page 12
6.We note your disclosure that the "grocery market is another major channel through which
we expect to access" and that you "are exploring discussions with a variety of retailers and
expect to access these additional sales channels in early 2022."  Please discuss any steps
that you have taken, or plan to take in the near future to access the grocery market.
Risk Factors, page 20
7.It appears that your auditor intended to indicate that there is substantial doubt as to your
ability to continue as a going concern.  If true, please add a risk factor that addresses the
risks associated with the going concern expressed by your independent registered public
accounting firm.
8.Considering you have not yet executed any franchise agreements with any franchise
partners, revise to remove your repeated references to your "future franchise partners."
Risks Related to Our Organizational Structure, this Offering and Ownership of Our Securities
"Our warrant agreement will designate the courts of the State of New York or the . . .", page 43
9.We note that the exclusive forum provision in your warrant agreement applies to claims
arising under the Securities Act.  Please revise your disclosure in this risk factor to state
that investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.  Please also state that this provision could increase a warrant
holder's costs to bring a claim.  As a related matter, please discuss this provision in your
Description of Securities section.

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 January 27, 2022 Page 3
 FirstName LastName
Jay Kim
Reborn Coffee, Inc.
January 27, 2022
Page 3
General Risks
"Our amended and restated articles of incorporation that will be in effect prior to the closing of
this offering . . .", page 48
10.With respect to the Delaware forum provision to be included in your amended and
restated certificate of incorporation, please revise your disclosure here and in
your Description of Securities section to clarify the forum(s) in which the provision will
designate as the exclusive forum for certain litigation, including "any derivative claims."
In this regard, your disclosure in this risk factor indicates that the Court of Chancery of the
State of Delaware is the exclusive forum for such claims.  However, your disclosure in the
Description of Securities section on page 97 indicates "the Court of Chancery of the State
of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks
subject matter jurisdiction, any state court located within the State of Delaware or, if and
only if all such state courts lack subject matter jurisdiction, the federal district court for
the District of Delaware) and any appellate court therefrom" is the exclusive forum for
such claims.  In addition, your disclosure here and on page 97 is inconsistent as to the
applicability of your Delaware forum provision to actions arising under the Securities
Act.  As a related matter, please enhance your risk factor disclosure to highlight the risks
that the federal forum provision may increase investors' costs to bring a claim and may
discourage claims.
Use of Proceeds, page 53
11.We note your disclosures on page 62 under Liquidity and Capital Resources regarding
your plans for using the offering proceeds as well as your disclosure on page 73 that if you
raise 100% of the potential proceeds from this offering, you could set up a combination of
300 new kiosks and cafes.  Please revise your Use of Proceeds disclosure as appropriate to
disclose any such specific plans and to indicate the approximate amount of proceeds
intended to be used for each purpose.  Refer to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 62
12.Reference is made to your disclosure on page 73 that if capital doesn’t become available
from the proceeds of this offering or other sources, you anticipate monthly revenue of
$180,000 and monthly expenses of approximately $120,000 in the next few months and,
thus, with available cash on hand and positive cash flows from current operations will be
able to continue operations for 12 months.  Please revise your disclosure to substantiate
the basis for your expectation of positive cash flows from current operations given your
history of generating significant operating cash flow deficits.
13.We note your risk factor disclosure on page 39 that you will be "dependent upon the
financial results and cash flows of Reborn Global and Reborn Franchise.”  Please revise
your disclosure here and elsewhere as appropriate to include a materially

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 January 27, 2022 Page 4
 FirstName LastNameJay Kim
Reborn Coffee, Inc.
January 27, 2022
Page 4
complete description of the limitations and restrictions on the ability of your subsidiaries
to make distributions to you and of their potential impact on your liquidity.  Please also
add disclosure stating how you intend to fund your obligations, if distributions from your
subsidiaries are insufficient to meet such obligations.
14.You disclose that cash and cash equivalents "will be sufficient to carry on our operations
of preparing to build our factory."  In the preceding paragraph, you also discuss your new
production and distribution centers.  Please expand your disclosure to provide additional
detail about these plans and how you intend to finance them.
Impact of COVID-19, page 63
15.Revise to clarify how COVID-19 impacted your business in 2020 and 2021, and disclose
any material effects of COVID-19 on your business, financial condition and results of
operations.  For instance, we note your disclosure elsewhere in the filing indicating that
your net loss was significantly higher in fiscal 2020 "as a result of closures and reduced
customer traffic as a result of the pandemic," and the government assistance you have
received as a result of the pandemic in the form of PPP loans and the EIDP Loan.  We
also note the announcement on your website indicating that you had to raise your prices
beginning Jan 3, 2022, which you appear to have attributed to the impacts you have
experienced and/or continue to experience from the pandemic.  Lastly, please discuss how
you expect the global outbreak of COVID-19 to impact your future operating results and
near-term financial condition.  As applicable, please make conforming changes to the
disclosure in your Risk Factors.  For guidance, please refer to Item 303(a) of Regulation
S-K, Release No. 33-8350, and the Division of Corporation Finance's Disclosure
Guidance: Topic Nos. 9 and 9A, which is available on our website.
Key Performance Indicators and Non-GAAP Financial Measures, page 63
16.Please consolidate the non-GAAP disclosures provided on page 59 with the non-GAAP
disclosures provided in this section instead of providing mostly redundant and partly
incomplete disclosure in both places.  You should cross reference the complete non-
GAAP disclosures each place where the non-GAAP measures are presented throughout
the document.  Please also review for accuracy the amounts disclosed in your non-GAAP
reconciliation tables as we note that certain of the amounts presented in the tables on
pages 59 and 64 are inconsistent by a material amount.
17.We note you present restaurant-level contribution and restaurant-level contribution margin
as non-GAAP measures that are similar to gross profit and gross margin, except they
exclude store-related depreciation expense.  Therefore, it appears that a fully-burdened
gross profit and gross margin are the most comparable GAAP measures.  Throughout your
filing, when referencing restaurant-level contribution and restaurant-level contribution
margin, please disclose in equal or greater prominence a fully burdened gross profit and
gross margin prepared in accordance with GAAP.  Additionally, when reconciling to these
non-GAAP measures, please reconcile from a fully-burdened gross profit.  Finally, it

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 January 27, 2022 Page 5
 FirstName LastNameJay Kim
Reborn Coffee, Inc.
January 27, 2022
Page 5
appears you refer to restaurant-level contribution and restaurant-level contribution margin
as “shop-level contribution” and “location-level contribution” and related margin
elsewhere in the document.  Please revise your terminology for consistency.
18.Please tell us why you are adjusting Average Unit Volumes to annualize sales for
locations that were not open for the entire fiscal year, rather than computing it using a
defined comparable restaurant base – such as all stores opened for the entire year.  As
currently disclosed, this metric does not appear to be based on actual results and, thus,
may be inappropriate for disclosure.  In addition, we note you disclose this metric multiple
times in the prospectus before defining what the metric represents.  Please define the
metric and explain how it is computed the first time it is disclosed, or provide an
appropriate cross reference to such disclosure.
19.Please clarify your disclosure regarding how comparable location sales growth is
computed, and in particular how the comparable location base is determined.  If
comparable locations include stores open for less than the full current period and the full
prior year period, other than in the case of renovations, please tell us in detail the basis for
your presentation.  Your current disclosure on page 19 that comparable location sales
growth represents the change in year-over-year sales for locations open for at least 3
months prior to the start of the accounting period is confusing in this regard.  Also, it
appears you refer to this metric as “combined average monthly sales” and “comparable
restaurant sales growth” elsewhere in the document.  Please revise your terminology for
consistency.
20.On page 60 you disclose that Adjusted EBITDA, Shop-level Contribution and Shop-level
Contribution margin do not reflect pre-opening rent expense, pre-opening costs and non-
cash rent expense.  However, we don't see any adjustments for these items in the
reconciliations to the comparable GAAP measures.  Please tell us how these expenses are
reflected in the reconciliations.
Comparable Restaurant Sales Growth, page 65
21.Please explain how you use the metric "comparable restaurant sales growth" or, if you
mean to refer to "comparable location sales growth," as you reference elsewhere.  Please
revise for consistency.
Results of Operations, page 67
22.Please be sure to discuss each significant period to period change in your results of
operations; for example, we would expect a discussion of the loss on extinguishment of
debt during the nine months ended September 30, 2021.
23.Reference is made to your discussion of occupancy expenses, stores on page 70.  Please
disclose why the expenses decreased despite the opening of one new location in the fourth
quarter of 2019.
24.Please amend the disclosure in your results of operations discussion to explain the factors

 FirstName LastNameJay Kim
 Comapany NameReborn Coffee, Inc.
 January 27, 2022 Page 6
 FirstName LastName
Jay Kim
Reborn Coffee, Inc.
January 27, 2022
Page 6
underlying changes in line items between each of the financial periods presented.  See
Item 303(b) of Regulation S-K.  Where COVID-19 had a material impact on your
operating results, please discuss and quantify this impact as appropriate.
Credit Facilities, page 74
25.Please update your disclosure in this section to indicate the status of your EIDL Loan,
including the amount outstanding under the loan as of September 30, 2021, or a more
current date, as applicable.  Please also elaborate on your use of the term "TNB's
business" here or elsewhere as appropriate.
Select Supplementary Quarterly Data, page 77
26.Please review the subtotals and totals in the table for mathematical accuracy as it appears
there are material computational errors.
Business, page 78
27.We note your disclosure on page F-11 indicates that, "For the years ending December 31,
2020 and 2019, three vendors accounted for 42% and 57% of the Company’s bean coffee
purchases."  Please revise your disclosure in this section to describe your relationship with
these venders, including the material terms of any agreements you have with such
vendors.  If any of these vendors are your principal suppliers, please also ensure you
revise to provide the names of such vendors, as required by Item 101(h)(4)(v) of
Regulation S-K.  Consider appropriate risk factor disclosure about your dependence upon
these suppliers.  Further, if your business is substantially dependent upon any agreements
you have with these vendors, please file any such agreements as exhibits pursuant to Item
601(b)(10) of Regulation S-K.
Our Retail Locations, page 79
28.Revise to consistently state the number of corporate-owned locations you intend to open
in 2022, as you alternatively provide goals of 40 or 47 locations.  In doing so, revise to
explain how you intend to execute on these plans, including identification of future
locations and financing plans, considering this is an increase from the historical number of
locations you have opened over the past two years.
Operations
Point-of-Sale Systems, page 83
29.To the extent your business operations are materially dependent on any t

CORRESP
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filename1.htm

rbcff

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 our telephone conversation, Reborn Coffee, Inc (the
“Company”) hereby requests to withdraw the Letter of
Qualification we filed on May 28, 2021, asking to qualify the
offering statement we filed on May 5, 2021.

Very
truly yours,

/s/ Jay Kim

Jay
Kim

Chief
Executive Officer

Reborn
Coffee, Inc.

CORRESP
1
filename1.htm

rbcff_corres

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.C. 20549

 Attn:
Mr. Nicholas Lamparski

Re:
Reborn Coffee, Inc.

Offering Statement
on Form 1-A

Filed
May 5, 2021

File
No. 024-11518

Dear
Mr. Lamparski:

In
follow up to our telephone conversation, Reborn Coffee, Inc (the
“Company”) requests qualification of its
above-referenced offering statement. The Company requests that the
qualification be effective June 1, 2021 at 5PM, In so doing, the
Company acknowledges the following:

●

Should the
Commission or the staff, acting pursuant to delegated authority,
qualify the filing, it does not foreclose the Commission from
taking any action with respect to the filing.

●

The action of the
Commission or the staff, acting pursuant to delegated authority, in
qualifying the filing, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in
the filing; and

●

The Company may not
assert staff comments and/or qualification as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Very
truly yours,

/s/ Jay Kim

Jay
Kim

Chief
Executive Officer

Reborn
Coffee, Inc.

United States securities and exchange commission logo
May 17, 2021
Jay Kim
Chief Executive Officer
Reborn Coffee, Inc.
5800 N Berry Street
Brea, CA 92821
Re:Reborn Coffee, Inc.
Offering Statement on Form 1-A
Filed May 5, 2021
File No. 024-11518
Dear Mr. Kim:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Nicholas Lamparski at 202-551-4695 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Andrew Weeraratne

CORRESP
1
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Converted by EDGARwiz

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 Mr. Dobbie:

Capax Inc. (the “Company”) respectfully requests, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement so that it may become effective at 4:00pm Eastern Time on August 15, 2017, or as soon as practicable thereafter.

In connection with the Company’s request for acceleration of effectiveness of the Registration Statement, the Company acknowledges the following:

 (1)

 Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 (2)

 The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 (3)

 The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

 Very truly yours,

 CAPAX INC.

 By:

 /s/ I. Andrew Weeraratne

 Name: I. Andrew Weeraratne

 Title: Chief Executive Officer

Mail Stop 3561
July 25 , 2017

I. Andrew Weeraratne
Chief Executive Officer
Capax Inc.
7135 Collins Avenue, No. 624
Miami Beach, FL 33141

Re: Capax Inc.
Registration Statement on Form S -1
Filed July 3, 2017
  File No. 333 -219139

Dear Mr. Weeraratne :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that you have included your financial statements in Part II of the registration
statement.  Pleas e revise to include your financial statements in the prospectus.

Prospectus Cover Page

2. Please r efer to footnote 2 of the table on page iii.  We note that the first sentence appears
incomplete.  Please revise as applicable.   Please also revise the Use of Proceeds section
on page 9 accordingly.

I. Andrew Weeraratne
Capax Inc.
July 25 , 2017
Page 2

Prospectus Summary

About Us, page 1

3. We note that you have generated no revenue to date and have no revenue generating
operations.  Please revise to disclose your cash on hand as of the most recent practicabl e
date, your monthly “burn rate” post-offering  and the month you will run out of funds
without additional capital.  Please also revise to quantify the amount needed to implement
your plan of operation  as detailed in this section to open two bak ery-cafés  in the Miami
area.

Emerging Growth Company, page 2

4. We note your disclosure that you have elected to use the extended transition period for
complying with new or revised accounting standards under Section 102(b)(2) of the Jobs
Act, however, you have selected the box on the cover page of your filing that you have
elected not to use the extended transition period for complying wit h any new or revised
standards.  Please reconcile these disclosures.

Business Opportunity, page 15

5. The information in the f irst paragraph appears dated.  Please update and revise to clarify
what yo u mean by “year over year sales ” and “are at the top.”   We also note that the
information in the Future Trends section on page 17  and Anticipated Future Trends
section on page 21 appear  dated.  Please revise accordingly.

Enterprise Valuation Comparison, page 16

6. Please delete all references to Panera Bread, Dunkin Brands and Starbucks Corporation
or explain why you believe they are  appropriate given your development stage status and
lack of operations to date.

Management’s Discussion and Analysis of Financial Statements, page 19

Plan of Operation, page 19

7. Please revise to include a more detailed plan of operation  for the next 12 months.   In the
discussion of each of your planned activities, include specific information regarding each
material event or step required to pursue each of your planned activities, including any
contingencies such as raising additional funds, and the time lines and associated costs

I. Andrew Weeraratne
Capax Inc.
July 25 , 2017
Page 3

accompanying each proposed step in your business plan.  We note that the Use of
Proceeds section on page 9 details different funding scenarios.  If alternate plan of
operations  will be pursued at different funding levels (25 %, 50%, 75% and 100%), please
revise to clarify the differ ences in each plan of operation .

Signatures, page 32

8. Please revise the second half of your signature page t o include the signature of your
controller or principal accounting officer.  To the extent the listed signatories are also
signing in the aforementioned capacity, please revise to clarify.  Refer to Instruction 1 to
Signatures on Form S -1.

We remind you that the company and its man agement are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Melissa Gilmore  at (202) 551 -3777 or Lyn Shenk, Accounting Branch
Chief , at (202) 551 -3380 if you have questions regarding comments on the financi al statements
and related matters.  Please contact Donald E. Field  at (202) 551 -3680 or me at (202) 551 -3469
with any other questions.

Sincerely,

/s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

cc: Clifford J. Hunt, Esquire
 Law Office of Clifford J. Hunt, P.A.