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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.
 Jay Kim
FirstName  LastNameJay Kim
Reborn Coffee, Inc.
Comapany
January 27,NameReborn
            2022       Coffee, Inc.
January
Page 2 27, 2022 Page 2
FirstName LastName
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.
 Jay Kim
FirstName  LastNameJay Kim
Reborn Coffee, Inc.
Comapany
January 27,NameReborn
            2022       Coffee, Inc.
January
Page 3 27, 2022 Page 3
FirstName LastName
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
 Jay Kim
FirstName  LastNameJay Kim
Reborn Coffee, Inc.
Comapany
January 27,NameReborn
            2022       Coffee, Inc.
January
Page 4 27, 2022 Page 4
FirstName LastName
         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
 Jay Kim
FirstName  LastNameJay Kim
Reborn Coffee, Inc.
Comapany
January 27,NameReborn
            2022       Coffee, Inc.
January
Page 5 27, 2022 Page 5
FirstName LastName
         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
 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
third-party
       providers, including Square, please disclose the material terms of any
agreements you
FirstName LastNameJay Kim
       have with these third-parties. Also, please file any such agreements as
exhibits to the
Comapany    NameReborn
       registration        Coffee,
                    statement,     Inc.us why you believe you are not required
to do so. See Item
                               or tell
January601(b)(10)   of Regulation
        27, 2022 Page    6        S-K.
FirstName LastName
 Jay Kim
FirstName  LastNameJay Kim
Reborn Coffee, Inc.
Comapany
January 27,NameReborn
            2022       Coffee, Inc.
January
Page 7 27, 2022 Page 7
FirstName LastName
Management
Non-Employee Directors, page 85

30.      We note that the biographical descriptions for Mr. Arjomand, Mr.
Egidi, and Ms. Goh are
         unclear with regard to the most recent five years of business
experience, particularly with
         respect to the relevant dates of employment. Please revise their
biographical
         descriptions to eliminate any gaps or ambiguities regarding their
experience during the
         most recent five years. Please refer to Item 401(e) of Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-2

31.      Your auditor   s report does not comply with the communication
requirements in AS
         3101.14 as it relates to the critical audit matter identified in their
report. In addition, the
         scope paragraph of the auditor's report refers to financial statement
schedules which do
         not appear to be provided. Please provide a revised auditor's report.
32.      In revising their audit report, your auditors should also consider
whether an explanatory
         paragraph about the company   s ability to continue as a going concern
is warranted in light
         of the company   s disclosures in footnote 2. In this regard, please
note that critical audit
         matters are not a substitute for required explanatory language. Even
if the auditor has
         concluded management   s plans alleviate the substantial doubt, the
auditor should still
         consider the need for an explanatory paragraph. Refer to paragraph 11
of AS 2415.
Consolidated Financial Statements for Fiscal Years Ended December 31, 2020 and
December 31,
2019
Consolidated Statements of Operations, page F-4

33.      We note certain of the terminology/captions used for operating costs
and expenses as well
         as the order in which these expenses are presented differs between
your financial
         statements and other sections of the document such as Summary
Historical Consolidated
         Financial and Other Data, Selected Historical Consolidated Financial
and Other Data, and
         Results of Operations in MD&A. For example, there are expenses
captioned    payroll and
         benefits    and    rent-stores    on the statements of operations, but
these same expenses are
         captioned    labor    and    occupancy costs-stores    and presented
in a different order
         elsewhere in the document. Please revise for consistency.
Consolidated Statements of Shareholders' Deficit, page F-5

34.      Reference is made to the line item reflecting the conversion of debt
into common stock
         during 2020. Please provide financial statement disclosure regarding
the terms of the
         conversion[s] and your accounting for the transaction[s]. Refer to ASC
470.
 Jay Kim
FirstName  LastNameJay Kim
Reborn Coffee, Inc.
Comapany
January 27,NameReborn
            2022       Coffee, Inc.
January
Page 8 27, 2022 Page 8
FirstName LastName
Notes to Consolidated Financial Statements Fiscal Years ended December 31, 2020
and
December 31, 2019
2. Summary of Significant Accounting Policies, page F-7

35.      Please disclose the nature of all costs included in product, food and
drink costs     stores
         and cost of sales     wholesale and online. If this line item includes
other expenses such as
         shipping and handling, your current caption may not be completely
accurate/appropriate.
Going Concern, page F-7

36.      We note your disclosure here and on page F-28 that substantial doubt
has been raised
         about your ability to continue as a going concern. Please revise your
disclosure to clarify
         whether management has concluded the substantial doubt is alleviated
by management   s
         plans or whether substantial doubt continues to exist. Refer to ASC
205-40-50-12 through
         13.
Revenue Recognition, page F-8

37.      Please disclose your accounting policies for customer loyalty program
as well as
         giveaways and other promotions offered to customers.
General and Administrative Expense, page F-9

38.      Please revise your disclosure to clarify the nature of the costs
included in general and
         administrative expense as your current disclosure is unclear in terms
of which store-
         related expenses and corporate headquarters    expenses are included
in this line item.
Pre-opening Costs, page F-9

39.      Please review your accounting policy disclosure for clerical issues
and accuracy and
         revise accordingly.
Shipping and Handling Costs, page F-9

40.      Please revise your disclosure to address the classification of both
inbound and outbound
         shipping and handling costs.
Shareholders' Deficit, page F-22

41.      Please review for accuracy your disclosure regarding the number of
Class A and Class B
         common shares subscribed, as the amounts disclosed do not appear to be
consistent with
         the Consolidated Statements of Shareholders    Deficit.
Unaudited Condensed Consolidated Financial Statements for the Nine Months ended
September
30, 2021, page F-24

42.      Reference is made to the stock compensation line items on the
Statements of Cash Flows
 Jay Kim
Reborn Coffee, Inc.
January 27, 2022
Page 9
      and the Statements of Stockholders    Equity (Deficit). Please refer to
ASC 270 which
      requires disclosure of significant changes since the last annual
reporting period and tell us
      your consideration of providing the disclosures required by ASC 718 with
respect to these
      transactions.
43.   Reference is made to the proceeds from issuance of common stock line item
in your nine
      months ended September 20, 2021 Statement of Cash Flows. Please tell us
how this
      amount agrees to the Statement of Stockholders' Equity (Deficit).
General

44.   It appears that you were ineligible to file the Form 1-Z filed on
December 21, 2021 under
      Rule 257(d)(4)(i) and (ii) of Regulation A. Please withdraw the Form 1-Z
by filing an
      amended Form 1-Z that states as much. Note that you have a duty to file
reports under
      Rule 257(b) of Regulation A until you are eligible to file a Form 1-Z.
45.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications. Please contact the staff
member associated
      with the review of this filing to discuss how to submit the materials, if
any, to us for our
      review.
        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.

       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 Robyn Manuel at 202-551-3823 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,
FirstName LastNameJay Kim
                                                            Division of
Corporation Finance
Comapany NameReborn Coffee, Inc.
                                                            Office of Trade &
Services
January 27, 2022 Page 9
cc:       Matthew Ogurick
FirstName LastName
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