0001654954-21-006594.txt : 20210604 0001654954-21-006594.hdr.sgml : 20210604 20210604112740 ACCESSION NUMBER: 0001654954-21-006594 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210604 DATE AS OF CHANGE: 20210604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reborn Coffee, Inc. CENTRAL INDEX KEY: 0001707910 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 474752305 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-11518 FILM NUMBER: 21995476 BUSINESS ADDRESS: STREET 1: 17809 GILLETTE AVE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 949-880-2868 MAIL ADDRESS: STREET 1: 17809 GILLETTE AVE CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: CAPAX INC. DATE OF NAME CHANGE: 20170530 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001707910 XXXXXXXX 024-11518 Reborn Coffee, Inc. FL 2015 0001707910 5812 47-4752305 7 26 5800 N Berry Street Brea CA 92821 714-784-6369 Andrew Weeraratne Other 128568.00 0.00 3853.00 627341.00 1975961.00 73319.00 194485.00 2728357.00 -752396.00 1975961.00 793088.00 1356178.00 121905.00 -1068766.00 0.00 0.00 Class A Common Stock 936491737 000000000 n/a Class B Common Stock 75330873 000000000 n/a n/a 0 000000000 n/a n/a 0 000000000 n/a true true false Tier2 Unaudited Equity (common or preferred stock) Y N N Y N N 1000000000 936491737 0.0500 80.00 20.00 0.00 0.00 100.00 Benjamin & Ko 10000.00 Clifford Hunt 4000.00 3000.00 NA 40000000.00 40,000,000 will be to the issuer 10,000,000 will be to the Selling Shareholders true AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY PR false Reg D offering Common Stock 4284108 2140807 Please see sale of unregistered securities on the offering statement 0 Reg D offering PART II AND III 2 rbcff_1aa.htm 1A rbcff_1aa
 
PART II AND III PRELIMINARY OFFERING CIRCULAR -REG A-AMENDMENT-NO.2
 
Preliminary Offering Circular dated June 4, 2021
 
An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained. 
 
Reborn Coffee Inc.
5800 N Berry Street. Brea, CA 92821
$50,000,000
1,000,000,000 SHARES OF CLASS A COMMON STOCK
$0.05 PER SHARE
 
 
This amended number 2 to the Regulation A Amendment No. 1 filed on June 1, 2021 to the Regulation A filed by Reborn Coffee Inc., on May 4, 2021, is filed for the purpose of attaching the legal opinion to address both the shares to be sold by the corporation and by the Selling Shareholders.
 
 
 
 
 

 
 
PART III—EXHIBITS
 
Index to Exhibits
 
Exhibit No.
 
Description
 
Filed with
 
 
 
 
 
3.1
 
Articles of Incorporation of La Veles Inc.
 
Form S-1 filed on 7-3-2017
 
 
 
 
 
3.1
 
Amended Articles of Incorporation of Reborn Coffee Inc.
 
Form 8-K filed on 5-11-2018
 
 
 
 
 
3.2
 
Amended Articles of Incorporation of Capax Inc.
 
Form S-1 filed on 7-3-2017
 
 
 
 
 
3.2
 
Certificate of Incorporation of Reborn Global Inc.
 
Form 8-K filed on 5-8-2018
 
 
 
 
 
3.3
 
Bylaws of Capax Inc.
 
Form S-1 filed on 7-3-2017
 
 
 
 
 
3.3
 
Amended & Restated Bylaws of Reborn Coffee Inc.
 
Form 8-K filed on 5-11-2018
 
 
 
 
 
5.1
 
Opinion of Clifford L Hunt LLC
 
Form S-1 filed on 7-3-2017
 
 
 
 
 
10.1
 
Share Exchange Agreement dated May 7, 2018 by and among Capax, Reborn and each of the RB shareholders
 
Form 8-K filed on 5-8-2018
 
 
 
 
 
10.2
 
Joint Venture Agreement by and between Jay Kim and Dr. Kyung Park
 
Form 8-K filed on 5-8-2018
 
 
 
 
 
14.1
 
Code of Business Conduct and Ethics
 
Form S-1 filed on 7-3-2017
 
 
 
 
 
16.1
 
Letter from MaloneBailey LLP dated May 8, 2018 to the Securities and Exchange Commission
 
Form 8-K filed on 5-8-2018
 
 
 
 
 
23.1
 
Consent of Malone Bailey, LLP
 
Form S-1/A filed on 8-8-2017
 
 
 
 
 
23.2
 
Consent of Counsel (included in Exhibit 5.1)
 
Form S-1 filed on 7-3-2017
 
 
 
 
 
2A
 
Amended Articles of Reborn Coffee Inc.
 
Form A-1 filed on 5-4-21
 
 
 
 
 
2A2
 
Articles of Formation- Reborn Coffee Franchise LLC.
 
Form A-1 filed on 5-4-21
 
 
 
 
 
4
 
Form of Subscription Agreement
 
Form A-1 filed on 5-4-21
 
 
 
 
 
11
 
Benjamin & Ko CPA consent
 
Form A-1 filed on 5-4-21
 
 
 
 
 
 
Opinion of Law Office of Clifford J. Hunt, P.A.
 
Filed herewith
 
 
 
 
 
 
Consent of Counsel (included in Exhibit 12.1)
 
Filed herewith
  
 
 
 
SIGNATURES
 
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this amendment to Offering Statement to be signed on its behalf by the undersigned,, thereunto duly authorized, in the, State of Florida on June 4, 2021. 
 
 
Reborn Coffee Inc.
 
 
 
 
 
By:
/s/ Jay Kim
 
 
 
Name: Jay Kim
 
 
 
Title: Chief Executive Officer
 
  
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints I. Andrew Weeraratne, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
/s/ Jay Kim
 
Chief Executive Officer (PEO), Director
 
Jay Kim
 
 
 
6-4-2021
 
 
 
 
 
 /s/ Farooq M. Arjomand
 
Chairman of the Board of Directors
 
6-4-2021
Farooq M. Arjomand
 
 
 
 
 
 
 
 
 
 /s/ Kevin Hartley
 
Chief Financial Officer (Principal Accounting Officer)
 
6-4-2021
Kevin Hartley
 
 
 
 
 
 
 
 
 
 /s/ Dennis R. Egidi
 
Vice Chairman of the Board of Directors
 
6-4-2021
Dennis R. Egidi
 
 
 
 
 
 
 
 
 
 /s/. Kyung B. Park
 
Director
 
6-4-2021
Dr. Kyung B. Park
 
 
 
 
 
 
 
 
 
 /s/ Sehan Kim
 
Director
 
6-4-2021
Sehan Kim
 
 
 
 
 
 
 
 
 
 /s/ Hannah Goh
 
Director
 
6-4-2021
Hannah Goh
 
 
 
 
 
 
 
 
 
 /s/ Ki Kim
 
Director
 
6-4-2021
Ki Kim
 
 
 
 
 
 
 EX1A-12 OPN CNSL 3 rbcff_ex121.htm OPN CNSL rbcff_ex121
 
Law Office of Clifford J. Hunt, P.A.
8200 Seminole Boulevard
Seminole, FL 33772
(727) 471-0444
Reply to:
cjh@huntlawgrp.com
 
 
June 3, 2021
 
Jay Kim, CEO
Reborn Coffee, Inc.
5800 N. Berry Street
Brea, CA 92821
 
Re:            
Offering Statement on Form 1-A for Reborn Coffee, Inc.
 
Dear Mr. Kim:
 
You have requested our opinion, as special counsel for Reborn Coffee, Inc., a Florida corporation (the “Company”), in connection with an Offering Statement on Form 1-A (the “Offering Statement”) to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), as amended, and Regulation A (17 CFR 230.251 et seq.) regarding an offering of Class A Common Stock, par value $0.0001 per share (the “Shares” or “Common Stock”), of the Company and for qualification of up to 1,000,000,000 Shares, which includes up to 800,000,000 Shares to be newly issued (the “New Shares”) and sold by the Company and up to 200,000,000 Shares to be sold by the selling stockholders (the “Outstanding Shares”) identified in the Offering Statement under “Principal and Selling Stockholders” (the “Selling Stockholders”).
 
We have made such legal examination and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion and have examined originals or copies of the following documents and corporate records:
 
1.
Articles of Incorporation and amendments thereto;
2.
Bylaws;
3.
Resolutions of the Board of Directors authorizing the issuance of the Shares;
4.
Active (good standing) status of the Company as reflected on the Florida Division of Corporations website; and
5.
Such other documents and records as we have deemed relevant in connection with this opinion.
 
In rendering this opinion, we have relied upon, with the consent of the Company and its Board of Directors: (i) the representations of the Company, its officers and directors as set forth in the aforementioned documents as to factual matters; and (ii) assurances from the officers and directors of the Company regarding factual representations as we have deemed necessary for purposes of expressing the opinions set forth herein. We have not undertaken any independent investigation to determine or verify any information and representations made by the Company, its officers and directors in the aforementioned documents or the Offering Statement and have relied upon such information and representations as being accurate and complete in expressing our opinion.
 
We have assumed in rendering the opinions set forth herein that no person or entity has taken any action inconsistent with the terms of the aforementioned documents or prohibited by law. We also have assumed for purposes of this opinion letter that:
 
1.
The information provided by the Company pursuant to Regulation A (17 CFR 230.251 et seq.) in connection with the offer and sale of the Shares is accurate and complete;
 
2.
The Company’s representations to us that the Company and its agents have made no offer to sell the Shares by means of any general solicitation or in connection with the publication of any advertisement relating to such an offer, and no offer or sale of the Shares has been made or will be made anywhere that such offer or sale would be contrary to applicable law are accurate and complete; and
 
3.
The Company is not disqualified from relying on the exemption from the registration requirements of the Securities Act of 1933, as amended and provided by Regulation A (17 CFR 230.251 et seq.).
 
This opinion letter is limited to the matters set forth herein and no opinions may be implied or inferred beyond the matters expressly stated herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.
 
It is our opinion that the 1,000,000,000 shares of Series A Common Stock of the Company identified in the Offering Statement were duly authorized by all necessary corporate action on the part of the Company and (i) the New Shares, when issued in exchange for the agreed consideration, will be validly issued, fully paid and non-assessable and, when sold as contemplated in the Offering Statement, will continue to be validly issued, fully paid and non-assessable; and (ii) the Outstanding Shares, are validly issued, fully paid and non-assessable. Based on, and assuming the accuracy of, the representations of each of the principal officers, and board of directors, the Shares and the examined documents, the proposed Shares qualify for exemption from registration status pursuant to the Securities Act of 1933, as amended and Regulation A (17 CFR 230.251 et seq.). This opinion letter is limited to applicable provisions of the Securities Act of 1933, Florida law including the statutory provisions, all applicable provisions of the Florida Constitution and reported judicial decisions interpreting those laws.
 
We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to our law firm under the caption “Interest of Named Experts and Counsel” in the Offering Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
 
 
Sincerely,
 
LAW OFFICE OF CLIFFORD J. HUNT, P.A.
 
 
/s/: Clifford J. Hunt, Esquire