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Item 1. Business

2025-03-31 compared with 2024-03-28 · 331 added, 342 removed, 27 unchanged (96% of the section changed)

1 unchanged sentence

Reborn Coffee, Inc.

was incorporated in the State of Florida in January 2018.

In July 2022, Reborn was migrated from Florida to Delaware, and filed a certificate

(“Reborn”) was

incorporated in the State of Florida in January 2018.

In July 2022, Reborn migrated was from Florida to Delaware, and filed a certificate

of incorporation with the Secretary of State of the State of Delaware having the same capitalization structure as the Florida predecessor

Reborn has the following wholly owned subsidiaries:

Global Holdings, Inc.

(“Reborn Holdings”), a California Corporation

incorporated in November 2014.

Reborn Holdings is engaged in the operation of wholesale distribution

and retail coffee stores in California to sell a variety of coffee, tea, Reborn brand name

water and other beverages along with bakery and dessert products.

Coffee Franchise, LLC (the “Reborn Coffee Franchise”), a California

limited liability corporation formed in December 2020, is a franchisor providing premier

roaster specialty coffee to franchisees or customers.

Reborn Coffee Franchise continues to

develop the Reborn Coffee system for the establishment and operation of Reborn Coffee stores

using one or more Reborn Coffee marks.

Reborn Coffee Franchise does not have any franchisee

as of December 31, 2023.

● Reborn Realty, LLC (the “Reborn Realty”), a California limited liability

corporation formed in March 2023, is an entity which acquired a real property located at 596 Apollo Street, Brea, California.

Reborn Coffee, Inc., Reborn Global

Holdings, Inc., Reborn Coffee Franchise, LLC, and Reborn Realty, LLC will be collectively referred as the “Company”.

In August 2022, the Company

consummated its initial public offering (the “IPO”) of 1,440,000 shares of its common stock at a public offering

price of $5.00 per share, generating gross proceeds of $7,200,000.

Net proceeds from the IPO was approximately $6.2 million

after deducting underwriting discounts and commissions and other offering expenses of approximately $998,000.

The Company had granted

the underwriters a 45-day option to purchase up to 216,000 additional shares (equal to 15% of the shares of common stock sold

in the offering) to cover over-allotments.

In addition, the Company had agreed to issue to the representative of the several underwriters

warrants to purchase the number of shares of common stock in the aggregate equal to five percent (5%) of the shares of common stock to

be issued and sold in the IPO.

The warrants are exercisable for a price per share equal to 125% of the public offering price.

No over-allotment

option or representative’s warrants have been exercised.

On August 12, 2022, the

Company’s stock began trading on the Nasdaq Capital Market under the symbol “REBN”.

Reborn Coffee is a high

growth operator and franchisor of retail locations and kiosks that focus on serving high quality, specialty-roasted coffee.

innovative company that strives for constant improvement in the coffee experience through exploration of new technology and premier service,

guided by traditional brewing techniques.

We believe Reborn differentiates itself from other coffee roasters through its innovative techniques,

including sourcing, washing, roasting, and brewing our coffee beans with a balance of precision and craft.

The source of coffee is

pinnacle to specialty coffee.

Reborn Global Holdings, Inc.

(“Reborn Holdings”), a California Corporation incorporated in November 2014.

Reborn Holdings is engaged in the operation of wholesale distribution and retail coffee stores in California to sell a variety of coffee, tea, Reborn brand name water and other beverages along with bakery and dessert products.

Reborn Coffee Franchise, LLC (the “Reborn Coffee Franchise”), a California limited liability corporation formed in December 2020, is a franchisor providing premier roaster specialty coffee to franchisees or customers.

Reborn Coffee Franchise continues to develop the Reborn Coffee system for the establishment and operation of Reborn Coffee stores using one or more Reborn Coffee marks.

Reborn Coffee Franchise does not have any franchisee as of December 31, 2024.

Reborn Realty, LLC (the “Reborn Realty”), a California limited liability corporation formed in March 2023, is an entity which acquired a real property located at 596 Apollo Street, Brea, California.

Reborn Coffee Korea, Inc.

(the “Reborn Korea”) – a Korea corporation located in Daejeon, South Korea formed in October 2023, is a wholly owned subsidiary of Reborn Holdings with one retail coffee store under the brand name of Reborn Coffee.

Reborn Malaysia, Inc.

(the “Reborn Malaysia”) – a Malaysian corporation located in Kuala Lumpur, Malaysia formed in October 2023, is majority owned subsidiary, with 60% ownership, of Reborn Holdings with one retail coffee store under the brand name of Reborn Coffee.

Reborn Coffee, Inc., Reborn Global Holdings, Inc.,

Reborn Coffee Franchise, LLC, Reborn Realty, LLC, Reborn Korea and Reborn Malaysia will be collectively referred as the “Company”.

In August 2022, we consummated our initial public

offering (the “IPO”) of 1,440,000 shares of our common stock at a public offering price of $5.00 per share,

generating gross proceeds of $7,200,000.

Net proceeds from the IPO were approximately $6.2 million after deducting underwriting discounts

and commissions and other offering expenses of approximately $998,000.

We had granted the underwriters a 45-day option

to purchase up to 216,000 additional shares (equal to 15% of the shares of common stock sold in the offering) to cover over-allotments.

In addition, we had agreed to issue to the representative of the several underwriters warrants to purchase the number of shares of common

stock in the aggregate equal to five percent (5%) of the shares of common stock to be issued and sold in the IPO.

The warrants are exercisable

for a price per share equal to 125% of the public offering price.

No over-allotment option or representative’s warrants have been

On August 12, 2022, our common stock began trading

on the Nasdaq Capital Market under the symbol “REBN”.

On January 12, 2024, we filed a Certificate of

Amendment to our Certificate of Incorporation to effect a reverse stock split of our issued common stock in the ratio of 1-for-8 (the

“Reverse Stock Split”).

Our common stock began trading on the Nasdaq Capital Market on a Reverse Stock Split-adjusted basis

at the market open on Monday, January 22, 2024.

Except for our historical financial statements and unless otherwise stated, all option,

share, and per share information in this Annual Report on Form 10-K gives effect to the Reverse Stock Split.

We are a high growth operator and franchisor of

retail locations and kiosks that focus on serving high quality, specialty-roasted coffee.

We are an innovative company that strives for

constant improvement in the coffee experience through exploration of new technology and premier service, guided by traditional brewing

We believe Reborn differentiates itself from other coffee roasters through its innovative techniques, including sourcing,

washing, roasting, and brewing our coffee beans with a balance of precision and craft.

The source of coffee is pinnacle to specialty

The coffee industry has gone through various phases including the first, second, third and fourth wave.

In the first and second waves of coffee, the single-origin source and type of the coffee is not necessarily in the forefront during the

sourcing process.

As such, much of the coffee may be a blend with various sources and a mix of Robusta and Arabica coffee beans.

third wave of coffee focuses on a single-origin source and one variety of coffee bean (specifically Arabica beans).

Single-origin beans

can focus on specific countries and can also have hyper-focused on specific regions in the third wave of coffee, such as Coban in Guatemala.

Arabia beans are considered premier due to the specific requirements for growth and the high-quality flavor they produce.

Arabica coffee

is required to be grown in higher, cooler elevations in regions.

Differentiated from other

coffee companies, the Reborn Wash Process is the key to creating the clean flavor of our coffee.

Our Wash Process is distinguished by

the use of magnetized water to wash our green coffee beans when they arrive at the Reborn facility, in order to extract impurities and

enhance hydration before the roasting process.

Magnetizing water is a process that converts the particles of water, which can naturally

appear in various sizes, into evenly sized particles.

As a result of this process, we believe that the water increases its hydration

and ability to absorb into organic material.

Our water is created through a water magnetizing device in which water is flowed through

the device and magnetizes the water on-site immediately prior to use.

After the wash, we roast

our washed-green beans based on the profile of each single-origin.

After the coffee beans are roasted, they are then packaged into various

products such as whole bean coffee, pour over packs, and cold brew packs.

Additionally, whole bean inventory is also supplied to the

kiosk and cafes.

A portion of the roasted coffee is also allotted to create our award-winning cold brew concentrate.

Our cold brew production

is created using a proprietary percolation technique, also using magnetized water at each step to enhance the flavor of the cold brew.

We continually innovate

in the way we serve coffee.

At our cafes, we serve customers our award-winning coffee through cold brew taps in addition to freshly ground

coffee beans in espresso-made drinks.

In the first and second

waves of coffee, the single-origin source and type of the coffee is not necessarily in the forefront during the sourcing process.

much of the coffee may be a blend with various sources and a mix of Robusta and Arabica coffee beans.

The third wave of coffee focuses

on a single-origin source and one variety of coffee bean (specifically Arabica beans).

Single-origin beans can focus on specific countries

and can also have hyper-focused on specific regions in the third wave of coffee, such as Coban in Guatemala.

Arabia beans are considered

premier due to the specific requirements for growth and the high-quality flavor they produce.

Arabica coffee is required to be grown in

higher, cooler elevations in regions.

Differentiated from other coffee companies, the

Reborn Wash Process is the key to creating the clean flavor of our coffee.

Our Wash Process is distinguished by the use of magnetized

water to wash our green coffee beans when they arrive at the Reborn facility, in order to extract impurities and enhance hydration before

the roasting process.

Magnetizing water is a process that converts the particles of water, which can naturally appear in various sizes,

into evenly sized particles.

As a result of this process, we believe that the water increases its hydration and ability to absorb into

organic material.

Our water is created through a water magnetizing device in which water is flowed through the device and magnetizes the

water on-site immediately prior to use.

After the wash, we roast our washed-green beans

based on the profile of each single-origin.

After the coffee beans are roasted, they are then packaged into various products such as whole

bean coffee, pour over packs, and cold brew packs.

Additionally, whole bean inventory is also supplied to the kiosk and cafes.

of the roasted coffee is also allotted to create our award-winning cold brew concentrate.

Our cold brew production is created using a

proprietary percolation technique, also using magnetized water at each step to enhance the flavor of the cold brew.

We continually innovate in the way we serve coffee.

At our cafes, we serve customers our award-winning coffee through cold brew taps in addition to freshly ground coffee beans in espresso-made

Other brew methods, such as an in-house pour over and drip coffee, are also available.

In 2015 Jay Kim, our Chief Executive Officer, founded Reborn Coffee.

In 2015 Jay Kim, our Chief Executive Officer,

founded Reborn Coffee.

Kim and his team launched Reborn Coffee with the vision of using the finest pure ingredients and pristine water.

We serve customers through

our retail store locations in Southern California:

Brea, La Crescenta, Huntington Beach, Corona Del Mar, Arcadia, Laguna Woods, Riverside,

San Francisco, Cabazon, Manhattan Beach, two locations in Irvine, Diamond Bar and Anaheim with one location in development.

We expect to continue to develop

additional retail locations.

In 2023, we opened up 2 retail locations, Diamond Bar and Anaheim, California and currently are developing

a location in Pasadena, California.

As evidence of our success, we received 1st place traditional still in “America’s Best

Cold Brew” competition by Coffee Fest in 2017 in Portland and 2018 in Los Angeles.

As of December 31, 2023, all

of our 14 locations were company-operated.

Our retail locations, which opened through whole year of 2023, generated AUV of approximately

In 2023, we generated approximately

$6.0 million of revenue, $4.0 million of net loss, a net loss margin of -67.1%, and approximately -$3.6 million of Adjusted EBITDA, a

non-GAAP financial measure, resulting in an Adjusted EBITDA margin, a non-GAAP financial measure, of -61.0%.

In 2022, we generated approximately

$3.2 million of revenue, $3.6 million of net loss, a net loss margin of –109.7%, and approximately -$3.3 million of Adjusted EBITDA,

a non-GAAP financial measure, resulting in an Adjusted EBITDA margin, a non-GAAP financial measure, of -102.8%.

A reconciliation of net income to EBITDA, Adjusted EBITDA, and Adjusted

EBITDA margin is provided below:

Total net revenue, as reported

Loss from operations, as reported

$ (3,878,078 )

$ (3,540,542 )

Operating margin

Net loss, as reported

$ (3,997,686 )

$ (3,554,897 )

Interest, net

Depreciation and amortization

Other expense (income)

Gain on the sale of a building

Adjusted EBITDA

$ (3,633,014 )

$ (3,329,926 )

Adjusted EBITDA margin

We serve customers through our retail store locations in Southern California:

Brea, La Crescenta, Huntington Beach, Corona Del Mar, Laguna

Woods, Riverside, Manhattan Beach, Irvine, Diamond Bar and Anaheim.

In addition to the locations in the United States, we have two international

locations in South Korea and Malaysia.

As of December 31, 2024, all of our 12 locations

were company-operated.

The Experience, Reborn

As leading pioneers of the

emerging “Fourth Wave” movement, Reborn Coffee is redefining specialty coffee as an experience that demands much more than

premium quality.

We consider ourselves leaders of the “fourth wave” coffee movement because we are constantly developing

our bean processing methods, researching design concepts, and reinventing new ways of drinking coffee.

For instance, the current transition

from the K-Cup trend to the pour over drip concept allowed us to reinvent the way people consume coffee, by merging convenience and quality.

We took the pour over drip concept and made it available and affordable to the public through our Reborn Coffee Pour Over packs.

Pour Over Packs allow our consumers to consume our specialty coffee outdoors and on-the-go.

Our success in innovating within

the “fourth wave” coffee movement is measured by our success in B2B sales with our introduction of Reborn Coffee Pour Over

Packs to hotels.

With the introduction of our Pour Over Packs to major hotels, our B2B sales increased as these companies recognized the

convenience and functionality our Pour Over Packs serve to their customers.

Reborn Coffee’s continuous

Research and Development is essential to developing new parameters in the production of new blends.

As leading pioneers of the emerging “Fourth

Wave” movement, Reborn Coffee is redefining specialty coffee as an experience that demands much more than premium quality.

ourselves leaders of the “fourth wave” coffee movement because we are constantly developing our bean processing methods, researching

design concepts, and reinventing new ways of drinking coffee.

For instance, the current transition from the K-Cup trend to the pour over

drip concept allowed us to reinvent the way people consume coffee, by merging convenience and quality.

We took the pour over drip concept

and made it available and affordable to the public through our Reborn Coffee Pour Over packs.

Our Pour Over Packs allow our consumers

to consume our specialty coffee outdoors and on-the-go.

Our success in innovating within the “fourth

wave” coffee movement is measured by our success in B2B sales with our introduction of Reborn Coffee Pour Over Packs to hotels.

With the introduction of our Pour Over Packs to major hotels, our B2B sales increased as these companies recognized the convenience and

functionality our Pour Over Packs serve to their customers.

Reborn Coffee’s continuous Research and

Development is essential to developing new parameters in the production of new blends.

Our first place position in “America’s

Best Cold Brew” competition by Coffee Fest in 2017 in Portland and 2018 in Los Angeles is a testament to the way we believe we

lead the “fourth wave” movement by example.

Centered around its core

values of service, trust, and well-being, Reborn Coffee delivers an appreciation of coffee as both a science and an art.

Developing innovative

processes such as washing green coffee beans with magnetized water, we challenge traditional preparation methods by focusing on the relationship

between water chemistry, health, and flavor profile.

Leading research studies, testing brewing equipment, and refining roasting/brewing

methods to a specific, Reborn Coffee proactively distinguishes exceptional quality from good quality by starting at the foundation and

paying attention to the details.

Our mission places an equal emphasis on humanizing the coffee experience, delivering a fresh take on

“farm-to-table” by sourcing internationally.

In this way, Reborn Coffee creates opportunities to develop transparency by

paying homage to origin stories and spark new conversations by building cross-cultural communities united by a passion for the finest

Through a broad product

offering, Reborn Coffee provides customers with a wide variety of beverages and coffee options.

As a result, we believe we can capture

share of any experience where customers seek to consume great beverages whether in our inviting store atmospheres which are designed

for comfort, or on the go through our pour over packs, or at home with our whole bean ground coffee bags.

We believe that the retail

coffee market in the US is large and growing.

According to IBIS, in 2023, the retail market for coffee in the United States is expected

to be $48.7 billion.

This is expected to grow due to a shift in consumer preferences to premium coffee, including specialized blends,

espresso-based beverages, and cold brew options.

Reborn aims to capture a growing portion of the market as we expand and increase consumer

awareness of our brand.

Reborn Coffee focuses on

two key features in our branding, including “Introducing the Fourth Wave” and “America’s Best Cold Brew.”

These phrases encapsulate the quality of the Reborn Process of sourcing, washing, roasting, and brewing coffee and the quality of the

product that we create.

The Reborn brand is essential

to our marketing strategy, as it allows us to stand out compared to our competitors.

The products aim to make customers feel “reborn”

after drinking a cup of coffee.

Best Cold Brew” competition by Coffee Fest in 2017 in Portland and 2018 in Los Angeles is a testament to the way we believe we lead

the “fourth wave” movement by example.

Centered around its core values of service, trust,

and well-being, Reborn Coffee delivers an appreciation of coffee as both a science and an art.

Developing innovative processes such as

washing green coffee beans with magnetized water, we challenge traditional preparation methods by focusing on the relationship between

water chemistry, health, and flavor profile.

Leading research studies, testing brewing equipment, and refining roasting/brewing methods

to a specific, Reborn Coffee proactively distinguishes exceptional quality from good quality by starting at the foundation and paying

attention to the details.

Our mission places an equal emphasis on humanizing the coffee experience, delivering a fresh take on “farm-to-table”

by sourcing internationally.

In this way, Reborn Coffee creates opportunities to develop transparency by paying homage to origin stories

and spark new conversations by building cross-cultural communities united by a passion for the finest coffee.

Through a broad product offering, Reborn Coffee

provides customers with a wide variety of beverages and coffee options.

As a result, we believe we can capture share of any experience

where customers seek to consume great beverages whether in our inviting store atmospheres which are designed for comfort, or on the go

through our pour over packs, or at home with our whole bean ground coffee bags.

We believe that the retail coffee market in the US is

large and growing.

According to IBIS, in 2025, the retail market for coffee in the United States is expected to be $74.3 billion.

is expected to grow due to a shift in consumer preferences to premium coffee, including specialized blends, espresso-based beverages,

and cold brew options.

We aim to capture a growing portion of the market as we expand and increase consumer awareness of our brand.

Reborn Coffee focuses on three key features in

our branding:

“Introducing the Fourth Wave,” “America’s Best Cold Brew,” and our newly launched “Tea

and Bakery” concept.

These elements encapsulate the quality of the Reborn Coffee Process—from sourcing, washing, roasting,

and brewing coffee to our growing selection of handcrafted tea offerings and artisanal baked goods.

The addition of premium teas and bakery products

complements our coffee program and expands the Reborn experience into a more complete and versatile lifestyle brand.

Whether customers

visit us for a specialty pour over, a matcha latte, or a fresh pastry, the Reborn brand aims to deliver a moment of rejuvenation and enjoyment.

The Reborn Coffee brand is essential to our marketing

strategy, as it allows us to stand out compared to our competitors.

All of our products aim to make customers feel “reborn”

through quality, service, and innovation.

Our Menu and Products

We purchase and roast high-quality

coffees that we sell, along with handcrafted coffee, tea and other beverages and a variety of high-quality food items.

We believe in

offering customers the same great taste and quality whether served in store or on the go.

We also partner with third-party importers

and exporters to purchase and import our green coffee beans.

Through these relationships, we source high-quality coffee beans from across

the globe, including Mexico, Ethiopia, Colombia, Guatemala, Brazil, and Honduras.

We purchase and roast high-quality coffees that

we sell, along with handcrafted coffee, tea and other beverages and a variety of high-quality food items.

We believe in offering customers

the same great taste and quality whether served in store or on the go.

We also partner with third-party importers and exporters to purchase

and import our green coffee beans.

Through these relationships, we source high-quality coffee beans from across the globe, including Mexico,

Ethiopia, Colombia, Guatemala, Brazil, and Honduras.

Our Retail Locations

Reborn Coffee is built upon superior customer service, convenience and

a modern experience as well as safe, clean and well-maintained stores that reflect the personalities of the communities in which they

operate, thereby building a high degree of customer loyalty.

Our strategy for expanding our retail business is to increase our category

share in an aggressive manner, by opening additional stores in new and existing markets, as well as increasing sales in existing stores.

Store growth in specific existing markets will vary due to many factors, including expected financial returns, the maturity of the market,

economic conditions, consumer behavior and local business practices.

Our highly efficient retail locations and kiosks place a premium

on customer convenience without sacrificing the personal experience.

Our new retail locations are typically 800 to 1,500 square feet and

are located in shopping plazas in upscale areas.

We strategically position our new locations in areas where large-chain coffee locations

have moved out, creating an opportunity for us to remodel a purpose-built coffee retail store.

In this way, we are able to open quickly

in high traffic areas with established local demand for coffee, ensuring a customer base we can convert into Reborn Coffee customers by

offering a specialty coffee experience that wasn’t previously available.

Reborn Coffee is built upon superior customer

service, convenience and a modern experience as well as safe, clean and well-maintained stores that reflect the personalities of the communities

in which they operate, thereby building a high degree of customer loyalty.

Our strategy for expanding our retail business is to increase

our category share in an aggressive manner, by opening additional stores in new and existing markets, as well as increasing sales in existing

Store growth in specific existing markets will vary due to many factors, including expected financial returns, the maturity of

the market, economic conditions, consumer behavior and local business practices.

Our highly efficient retail locations and kiosks place

a premium on customer convenience without sacrificing the personal experience.

Our new retail locations are typically 800 to 1,500 square

feet and are located in shopping plazas in upscale areas.

We strategically position our new locations in areas where large-chain coffee

locations have moved out, creating an opportunity for us to remodel a purpose-built coffee retail store.

In this way, we are able to open

quickly in high traffic areas with established local demand for coffee, ensuring a customer base we can convert into Reborn Coffee customers

by offering a specialty coffee experience that wasn’t previously available.

Our locations feature patios, contemporary design, and

inviting atmospheres for socialization, study, and work.

Our retail locations generated AUV of approximately $458,000 in 2023.

our retail footprint and improve customer awareness, we expect our AUV to grow.

Reborn Coffee is built upon superior customer

service, convenience, and a modern customer experience, as well as safe, clean, and well-maintained stores that reflect the personalities

of the communities in which they operate, thereby building a high degree of customer loyalty.

Our strategy for expanding our retail business

is to aggressively increase our market share by opening additional stores in both new and existing markets, while also driving sales growth

at our current locations.

The pace of store development in each market is guided by factors such as expected financial returns, market

maturity, economic conditions, consumer trends, and local business environments.

Our highly efficient retail stores and kiosks

prioritize customer convenience without sacrificing personalization or quality.

Most new locations are between 800 to 1,500 square feet

and situated in upscale shopping plazas or key urban centers.

We often target spaces vacated by larger national coffee chains, enabling

us to remodel purpose-built stores and open quickly in high-traffic areas with pre-existing demand.

These strategic decisions support

customer conversion by delivering a specialty coffee experience that was previously unavailable in the area.

In addition to coffee, we are rolling out a Tea

and Bakery concept that integrates seamlessly with our retail footprint, enhancing dwell time, increasing average ticket size, and diversifying

our product mix.

Our stores feature patios, modern design, and

inviting interiors that encourage customers to socialize, study, or work.

As of December 31, 2024, we operated 12 corporate-owned retail

locations across California.

Franchise Operations

In January 2021, the Company

formed Reborn Coffee Franchise LLC in the State of California in order to begin franchising Reborn Coffee retail stores and kiosks.

Company plans to charge future franchisees a non-refundable franchise fee and certain marketing and royalty fees based on gross sales,

however we presently have no contractual commitments or other agreements to do so.

In January 2021, we formed Reborn Coffee Franchise

LLC in the State of California in order to begin franchising Reborn Coffee retail stores and kiosks.

We plan to charge future franchisees

a non-refundable franchise fee and certain marketing and royalty fees based on gross sales, however we presently have no contractual commitments

or other agreements to do so.

We expect to begin franchise sales in 2025.

that our team’s prior experience building a large, global foodservice business will allow us to rapidly scale our future franchise

In addition, we have formed a franchise council consisting of a team of franchise experts to advise us.

We plan to expand beyond

California to additional states to create a national and global presence.

We believe that our team’s prior experience building a

large, global foodservice business will allow us to rapidly scale our future franchise effort.

In addition, we have formed a franchise

council consisting of a team of franchise experts to advise us.

We plan to expand beyond California to additional states to create a national

and global presence.

Expanding Sales Channels

Today, we sell a variety

of our coffee and tea products through the enterprise, or commercial, channel, which we refer to as “B2B”, as well as direct-to-consumer

via our website.

We expect to increase our channel presence by increasing the availability of Reborn Coffee in businesses and enterprises,

and expand upon the partnerships we have in place with hotel operators to increase the use and brand awareness in hospitality.

expect to grow our online sales through new partnerships with third-party retailers.

Our products are available in various form factors,

such as whole bean roasted coffee bags, single-serve drip bags, and pour over packs.

We are exploring partnerships with grocery operators

and foodservice providers to expand the Reborn Coffee brand.

Reborn Coffee is in the

early stages of rapid growth as we strategically expand our footprint in existing markets and enter new markets.

In the future, Reborn

Coffee plans to expand across the country with new retail locations to share the quality of our specialty coffee.

Reborn Coffee aims

to also engage in the sales of future franchises to propel a new innovated wave in the coffee industry called “The Fourth Wave.”

Reborn Coffee will continue to innovate in the coffee industry by making the industry more personal to our consumers, future franchisees,

and employees.

This goal will be achieved through the continued innovation in our products, sourcing directly from farms, and giving

customers choices in how their coffee is served to them.

As Reborn Coffee expands, we hope to show the world that expanding in volume

and size does not diminish the quality and personal element that is instilled in the coffee industry.

Our brand experience has enabled

strong growth and financial performance.

Revenue grew from $3.2 million in the 12 months ended December 31, 2022, to $6.0 million in the

12 months ended December 31, 2023.

We continue to accelerate the pace of new “corporate-owned” (i.e., directly owned by Reborn)

stores openings and intend to operate over 20 corporate-owned locations and 10 franchised locations by year end 2024.

Since our founding, we have

focused on delivering:

Reborn Coffee sources the highest quality whole beans

Today, we sell a variety of our coffee and tea

products through both enterprise (B2B) and direct-to-consumer (DTC) channels.

Our B2B efforts focus on supplying premium coffee and tea

products to hotels, offices, and hospitality groups.

In 2024, we expanded our partnerships with hotel operators nationwide, enhancing

brand presence in the hospitality sector through bulk ordering and custom offerings like pour over packs and cold brew.

On the consumer side, we have significantly expanded

our online sales presence, including through Amazon, our own reborncoffee.com platform, and third-party retailers.

Amazon has become a

key growth channel for our packaged products, supported by digital marketing and logistics optimization.

Our products are now available in multiple forms,

such as whole bean roasted coffee bags, single-serve drip bags, pour over packs, and cold brew concentrates.

We are also in discussions

with grocery chains and foodservice distributors to increase retail availability, including shelf-ready products and kiosk-style formats.

As part of our 2025 growth strategy, we plan to

further scale both B2B and DTC distribution, supported by targeted ad campaigns, customized B2B outreach, and expanded fulfillment capabilities.

Reborn Coffee is in the early stages of rapid

growth as we strategically expand our footprint in existing markets and enter new markets.

In the future, Reborn Coffee plans to expand

across the country with new retail locations to share the quality of our specialty coffee.

Reborn Coffee aims to also engage in the sales

of future franchises to propel a new innovated wave in the coffee industry called “The Fourth Wave.” Reborn Coffee will continue

to innovate in the coffee industry by making the industry more personal to our consumers, future franchisees, and employees.

will be achieved through the continued innovation in our products, sourcing directly from farms, and giving customers choices in how their

coffee is served to them.

As Reborn Coffee expands, we hope to show the world that expanding in volume and size does not diminish the

quality and personal element that is instilled in the coffee industry.

Since our founding, we have focused on delivering:

Reborn Coffee sources the highest quality whole beans globally.

We meet with coffee farmers, test coffee bean samples, and roast the beans in our headquarters in Southern California.

Reborn Coffee provides the highest quality service to our customers.

We pride ourselves on

training our baristas and improving their knowledge of the art of coffee, which in turn allows

us to deliver outstanding products and service to our customers.

● Innovation.

We pride ourselves on training our baristas and improving their knowledge of the art of coffee, which in turn allows us to deliver outstanding products and service to our customers.

Reborn Coffee is a leader in the “Fourth Wave” premium coffee movement.

We introduced

our premium pour over pack coffee in 2017 and continue to innovate, recently introducing

our unique cold brew system into our retail stores.

Experienced Leadership

Our relentless commitment to

excellence is driven by our passionate management team under the leadership of Founder and Chief Executive Officer Jay Kim.

Reborn Coffee with the vision to provide the best coffee using the purest ingredients.

Jay is focused on the expansion of Reborn and he

has surrounded himself with leaders with direct experience in beverage and retail.

Stephan Kim, our Chief Financial Officer, has 20 years

of experience in public accounting and consulting.

Other members of our executive leadership team bring high growth, franchise and sector

Our Commitment to Our

Reborn Coffee believes in

mentoring the developing the next generation of premium coffee baristas.

Through our in-depth training, we aim to train dedicated employees

who understand the science and art behind every cup of coffee.

We also expect to form a training school specializing in creating passionate

baristas and coffee connoisseurs, by educating its students about coffee processes and preparation methods.

The efforts for the training

school are underway and we expect to launch the program in 2024.

We introduced our premium pour over pack coffee in 2017 and continue to innovate, recently introducing our unique cold brew system into our retail stores.

Experienced Leadership Team

Our relentless commitment to excellence is driven

by our passionate management team under the leadership of Founder and Chief Executive Officer Jay Kim.

Jay launched Reborn Coffee with

the vision to provide the best coffee using the purest ingredients.

Jay is focused on the expansion of Reborn and he has surrounded himself

with leaders with direct experience in beverage and retail.

Stephan Kim, our Chief Financial Officer, has 20 years of experience in public

accounting and consulting.

Other members of our executive leadership team bring high growth, franchise and sector expertise.

Our Commitment to Our Team

Reborn Coffee believes in mentoring the developing

the next generation of premium coffee baristas.

Through our in-depth training, we aim to train dedicated employees who understand science

and art behind every cup of coffee.

We also expect to form a training school specializing in creating passionate baristas, coffee connoisseurs,

and future franchisee by educating its students about coffee processes and preparation methods.

The efforts for the training school are

underway and we expect to launch the program in 2025.

Our Highly Engaged Customers

Reborn Coffee customers

are loyal to our brand due to our intense focus on premium coffee and customer service.

Community engagement is another essential element

of Reborn Coffee’s in-person marketing strategy.

Reborn hosts on-site engagements, such as event sponsorships, and engages with

local Chambers of Commerce.

Previously, we have worked with Lululemon to host yoga sessions outside of our retail locations, creatively

engaging the community while simultaneously promoting Reborn as an active lifestyle.

We have also hosted pop-up locations on the Facebook

campus, further expanding our outreach and introducing our brand name to different communities.

We further engage with the community

by organizing our own latte art competitions, in which baristas can compete for prizes and customers in the audience can witness the

competitive passion Reborn Coffee encompasses.

Reborn Coffee customers are loyal to our brand

due to our intense focus on premium coffee and customer service.

Community engagement is another essential element of Reborn Coffee’s

in-person marketing strategy.

Reborn hosts on-site engagements, such as event sponsorships, and engages with local Chambers of Commerce.

Previously, we have worked with Lululemon to host yoga sessions outside of our retail locations, creatively engaging the community while

simultaneously promoting Reborn as an active lifestyle.

We have also hosted pop-up locations on the Facebook campus, further expanding

our outreach and introducing our brand name to different communities.

We further engage with the community by organizing our own latte

art competitions, in which baristas can compete for prizes and customers in the audience can witness the competitive passion Reborn Coffee

Digital Channels

Reborn Coffee focuses on

many digital channels in its marketing strategy.

Social media is an important leg that creates engagement and education of Reborn Coffee’s

Customers primarily engage the brand on Instagram, where we host giveaways, share new store openings, and promote seasonal menus.

Through our unique, modern aesthetic and intense focus on high-quality coffee, we are able to share the quality and essence of Reborn

Coffee on display inside of our retail locations with existing and future customers on social media platforms.

For both the in-store café

channel and the e-commerce channel, SMS & email marketing are used for reengagement and communication of new products and offerings.

Digital advertising channels

are also used, primarily to engage the online market audience.

Google and Facebook are the primary paid ad channels that we currently

Yelp advertising is also used to engage local customers and tourists who visit specific areas where Reborn Coffee retail locations

In-Person Marketing

Engaging customers in-store

with a marketing plan is essential for customer retention and new customer generation.

Reborn Coffee’s customer loyalty program

provides free drinks for every 10 drinks purchased.

Additionally, store customers may participate in promotional deals, especially during

the holidays and new item releases, to try new innovative items created in-house.

We also offer coffee samples of our pour over packs

as well as new beans to our retail location customers.

The distribution of coffee samples has expanded customers’ knowledge of

our products and, led to increased contributing to whole bean sales.

Reborn Coffee locations

are located in heavily trafficked areas as well as popular malls.

As such, the potential for marketing and branding is very high in these

Signage and promotional deals with giveaways are essential to attracting new customers.

Reborn Coffee focuses on many digital channels

in its marketing strategy.

Social media is an important leg that creates engagement and education of Reborn Coffee’s brand.

primarily engage the brand on Instagram, where we host giveaways, share new store openings, and promote seasonal menus.

Through our unique,

modern aesthetic and intense focus on high-quality coffee, we are able to share the quality and essence of Reborn Coffee on display inside

of our retail locations with existing and future customers on social media platforms.

For both the in-store café channel and

the e-commerce channel, SMS & email marketing are used for reengagement and communication of new products and offerings.

Digital advertising channels are also used, primarily

to engage the online market audience.

Google and Facebook are the primary paid ad channels that we currently utilize.

Yelp advertising

is also used to engage local customers and tourists who visit specific areas where Reborn Coffee retail locations are located.

In-Person Marketing Engagement

Engaging customers in-store with a marketing plan

is essential for customer retention and new customer generation.

Reborn Coffee’s customer loyalty program provides free drinks for

every 10 drinks purchased.

Additionally, store customers may participate in promotional deals, especially during the holidays and new

item releases, to try new innovative items created in-house.

We also offer coffee samples of our pour over packs as well as new beans

to our retail location customers.

The distribution of coffee samples has expanded customers’ knowledge of our products and led to

increased contributions to whole bean sales.

Reborn Coffee locations are located in heavily

trafficked areas as well as popular malls.

As such, the potential for marketing and branding is very high in these locations.

and promotional deals with giveaways are essential to attracting new customers.

OUR GROWTH STRATEGIES

Corporate and Franchise

Reborn Coffee plans to expand

across the Unites States with company operated locations and franchise locations to share the quality of specialty coffee.

Reborn Coffee

aims to accelerate our growth through our franchise program.

Reborn Coffee will continue to innovate in the coffee industry by making

the industry more personal to the consumers, prospective franchisees, and employees.

This goal will be achieved through the continued

innovation in our products, sourcing directly from farms, and giving customers choices in how their coffee is served to them.

expands, we hope to show the world that expanding in volume and size does not diminish the quality and personal element that is instilled

in the coffee industry.

We have started to scale

our logistics and supply chain to provide support for our rapid growth, including for our future franchisees.

We have increased roasting

capacity and our paper goods supplies, including an emphasis on eco-friendly products.

Reborn Coffee products are

unique given their potential to engage with business partners for large wholesale orders.

Currently, Reborn Coffee builds strong relationships

with hotel management companies within California and out-of-state.

We currently work with several hotels, providing pour over packs

and cold brew packs to cater to their customer needs.

Reborn Coffee plans to continue growing its B2B marketing and sales strategy through

active outreach and advertising to potential partners.

We believe that access to large-scale distribution channels such as hotels increases

consumer awareness of our brand while providing us access to large enterprise customers.

Gift giving comprises a large percentage of

winter B2B sales at Reborn Coffee.

During the holidays, Reborn Coffee’s B2B marketing strategy focuses on targeting companies,

and specific teams within companies, that are seeking to provide end of the year gifts to their clients and customers.

Corporate and Franchise Expansion

Reborn Coffee plans to expand across the Unites

States with company operated locations and franchise locations to share the quality of specialty coffee.

Reborn Coffee aims to accelerate

our growth through our franchise program.

Reborn Coffee will continue to innovate in the coffee industry by making the industry more personal

to the consumers, prospective franchisees, and employees.

This goal will be achieved through the continued innovation in our products,

sourcing directly from farms, and giving customers choices in how their coffee is served to them.

As Reborn expands, we hope to show the

world that expanding in volume and size does not diminish the quality and personal element that is instilled in the coffee industry.

We have started to scale our logistics and supply

chain to provide support for our rapid growth, including for our future franchisees.

We have increased roasting capacity and our paper

goods supplies, including an emphasis on eco-friendly products.

Reborn Coffee products are unique given their

potential to engage with business partners for large wholesale orders.

Currently, Reborn Coffee builds strong relationships with hotel

management companies within California and out-of-state.

We currently work with several hotels, providing pour over packs and cold brew

packs to cater to their customer needs.

Reborn Coffee plans to continue growing its B2B marketing and sales strategy through active outreach

and advertising to potential partners.

We believe that access to large-scale distribution channels such as hotels increases consumer awareness

of our brand while providing us access to large enterprise customers.

Gift giving comprises a large percentage of winter B2B sales at

Reborn Coffee.

provides customized gift sets to each customer’s needs.

Word-of-mouth marketing has grown our B2B holiday gift giving accounts

greatly, forging opportunities to have worked with companies like Google to provide gift sets for their clients.

Reborn Coffee plans

to expand not only by growing its retail location footprint, but also through the development of more hotel partnerships, expansion into

grocery stores and markets, expansion of our e-commerce and wholesale.

Reborn Coffee believes the

grocery market is another major channel through which we expect to access.

Through both bulk sales of roasted beans and in-store kiosks,

as well sales of pre-packaged products, Reborn Coffee will access customers who purchase both in volume and for those customers looking

for a handcrafted beverage during their in-store shopping experience.

We are exploring discussions with a variety of retailers and expect

to access these additional sales channels in 2023.

During the holidays, Reborn Coffee’s B2B marketing strategy focuses on targeting companies, and specific teams within

companies, that are seeking to provide end-of-the-year gifts to their clients and customers.

Reborn Coffee provides customized gift sets

to each customer’s needs.

Word-of-mouth marketing has grown our B2B holiday gift giving accounts greatly, forging opportunities

to have worked with companies like Google to provide gift sets for their clients.

Reborn Coffee plans to expand not only by growing its

retail location footprint, but also through the development of more hotel partnerships, expansion into grocery stores and markets, and

expansion of our e-commerce and wholesale.

Reborn Coffee believes the grocery market is another

major channel through which we expect to access.

Through both bulk sales of roasted beans and in-store kiosks, as well sales of pre-packaged

products, Reborn Coffee will access customers who purchase both in volume and for those customers looking for a handcrafted beverage during

their in-store shopping experience.

Corporate Information

Our principal executive

offices are located at 580 N.

Our principal executive offices are located at

Berry Street, Brea, CA 92821.

1 unchanged sentence

Our website address is http://www.reborncoffee.com.

Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form

10-K, and you should not consider information on our website to be part of this Annual Report on Form 10-K.

contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K, and

you should not consider information on our website to be part of this Annual Report on Form 10-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business