What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-28 · 1060 added, 899 removed, 593 unchanged (77% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

Our management has evaluated

the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2023.

Based on such evaluation, our Chief Executive Officer

and Chief Financial Officer have concluded that as of December 31, 2023, our disclosure controls and procedures were ineffective to provide

reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a)

is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”)

rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,

as appropriate, to allow timely decisions regarding any required disclosure.

has identified control deficiencies regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger

internal control environment.

Management of the Company believes that these material weaknesses are due to the small size of the Company’s

accounting staff.

The small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to

the cost/benefit of such remediation.

mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with

the use of external legal and accounting professionals.

As we grow, we expect to increase our number of employees, which will enable

us to implement adequate segregation of duties within the internal control framework.

These control deficiencies

could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial

statements may not be prevented or detected on a timely basis.

In light of this material weakness, we performed additional analyses and

procedures in order to conclude that our financial statements for the year ended December 31, 2023 included in this Annual Report on Form

10-K were fairly stated in accordance with GAAP.

Accordingly, management believes that despite our material weaknesses, our financial

statements for the quarter ended December 31, 2023 are fairly stated, in all material respects, in accordance with GAAP.

Management’s Report

on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Securities

Exchange Act of 1934 Rule 13a-15(f).

Our internal control over financial reporting is designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated the effectiveness

of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”)), as of December 31, 2024.

Based on such evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that as of December 31, 2024, our disclosure controls and procedures were ineffective to provide reasonable assurance

that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed,

summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and

(b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow timely decisions regarding any required disclosure.

Management has identified control deficiencies

regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment.

Our management believes that these material weaknesses are due to the small size of our accounting staff.

The small size of our accounting

outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation.

To mitigate the current limited resources and

limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting

professionals.

As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties

within the internal control framework.

These control deficiencies could result in a misstatement

of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be

prevented or detected on a timely basis.

In light of this material weakness, we performed additional analyses and procedures in order

to conclude that our financial statements for the year ended December 31, 2024 included in this Annual Report on Form 10-K were fairly

stated in accordance with GAAP.

Accordingly, management believes that despite our material weaknesses, our financial statements for the

quarter ended December 31, 2024 are fairly stated, in all material respects, in accordance with GAAP.

Management’s Report on Internal Control

Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Securities Exchange Act of 1934 Rule 13a-15(f).

internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.

this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the 2013 Treadway Commission

(“COSO”) in Internal Control-Integrated Framework .

Based upon this assessment, our Chief Executive Officer

and Chief Financial Officer concluded that as of December 31, 2023 our internal controls over financial reporting were ineffective.

in Internal Control Over Financial Reporting

were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

on Effectiveness of Controls and Procedures

designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes

that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives.

In addition, the design of disclosure controls and procedures and internal control over financial reporting must

reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of

possible controls and procedures relative to their costs.

Because of the inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our

internal control over financial reporting as of December 31, 2024.

In making this assessment, our management used the

criteria set forth by the Committee of Sponsoring Organizations of the 2013 Treadway Commission (“COSO”) in Internal

Control-Integrated Framework .

Based upon this assessment, our Chief Executive Officer and Chief Financial Officer concluded that

as of December 31, 2024 our internal controls over financial reporting were ineffective.

Changes in Internal Control Over Financial

There were no changes in our internal controls

over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and

In designing and evaluating the disclosure controls

and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well

designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure

controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that

management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Other Information

Trading Plans

the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the company adopted

or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined

in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent

During the three months ended December 31, 2024,

no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the company adopted or terminated a

“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a)

of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Directors, Executive Officers and

Corporate Governance

Current Directors and Executive Officers

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Jay Kim, age 63, Chief Executive Officer

Kim has served as the

Chief Executive Officer of Reborn Coffee since the inception of the Company in 2014.

Kim has served as our Chief Executive Officer

since inception in 2014.

On July 1, 2007, Mr.

Kim previously founded

Wellspring Industry, Inc., which created the yogurt distribution company “Tutti Frutti” and the bakery-café franchise

“O’My Buns.” Tutti Frutti grew to approximately 700 agents worldwide that offered self-serve frozen yogurt.

sold the majority ownership of Wellspring to group of investors in 2017 to focus his efforts on Reborn Coffee.

Prior to beginning Wellspring

Kim was the owner of Coffee Roasters in Riverside, California from 2002 to 2007.

Kim worked as the project manager for JES Inc.,

based in Brea, CA from 1997 to 2002 where he coordinated and managed environmental engineering projects.

Kim worked as a Senior Process

Engineer for Allied Signal Environment Catalyst in Tulsa, Oklahoma, from 1992 to 1997 where he coordinated and implemented projects related

to plant productivity.

Kim previously founded Wellspring Industry, Inc., which created the yogurt distribution

company “Tutti Frutti” and the bakery-café franchise “O’My Buns.” Tutti Frutti grew to approximately

700 agents worldwide that offered self-serve frozen yogurt.

Kim sold the majority ownership of Wellspring to group of investors in

2017 to focus his efforts on Reborn Coffee.

Prior to beginning Wellspring Mr.

owner of Coffee Roasters in Riverside, California from 2002 to 2007.

Kim worked as the project manager for JES Inc., based in Brea,

CA from 1997 to 2002 where he coordinated and managed environmental engineering projects.

Kim worked as a Senior Process Engineer

for Allied Signal Environment Catalyst in Tulsa, Oklahoma, from 1992 to 1997 where he coordinated and implemented projects related to

plant productivity.

He also acted as the leader in start-up plant to be based in Mexico for Allied Signal.

From 1988 to 1992 Mr.

worked as the plant start-up engineer for Toyota Auto Body Inc.

Kim has a B.S, in Chemical

Engineering from California State University at Long Beach and followed a Chemical office basic at US Army Chemical School in 1988.

was commissioned 1st.

as the plant start-up engineer for Toyota Auto Body Inc.

Kim has a B.S, in Chemical Engineering from

California State University at Long Beach and followed a Chemical office basic at US Army Chemical School in 1988.

He was commissioned

of the US Army in 1986 and retired from the US Army in 1988.

Stephan Kim, age 49, Chief Financial Officer

Kim has served as the

full-time Chief Financial Officer of the Company since June 26, 2022.

Kim has served as our full-time Chief Financial

Officer since June 26, 2022.

Prior to joining Reborn Coffee, Mr.

Kim provided professional accounting

and tax consulting services for nearly 20 years to various clients in the consumer retail, healthcare, industrial manufacturing, and

technology industries, including public accounting and tax consulting services under his own practice since 2011.

Throughout his career

as a public accountant, controller and banker in the US and South Korea, Mr.

Kim has obtained broad and in-depth expertise on international

accounting, finance, taxes and Sarbanes-Oxley 404 compliance.

Kim graduated from Sogang University in South Korea with a B.A.

Sociology and Business in 2002 and earned a Master’s degree in Professional Accountancy from Indiana University in 2005.

began his career in 2002 as a banker with Shinhan Bank in South Korea.

Kim provided professional accounting and tax consulting services for

nearly 20 years to various clients in the consumer retail, healthcare, industrial manufacturing, and technology industries.

his career as a public accountant, controller and banker in the US and South Korea, Mr.

Kim has obtained broad and in-depth expertise

on international accounting, finance, taxes and Sarbanes-Oxley 404 compliance.

Kim graduated from Sogang University in South Korea

in Sociology and Business in 2002 and earned a Master’s degree in Professional Accountancy from Indiana University in

Kim began his career in 2002 as a banker with Shinhan Bank in South Korea.

From 2005 to 2010, Mr.

Kim was an Audit Manager at KPMG, Los Angeles

Kim was an Audit Manager at

KPMG, Los Angeles office.

Non-Employee Directors

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the Board of Directors

Farooq Arjomand has served

as the Chairman of the Board of Directors of Reborn Global since January 2015, and took over as the Chairman of the Board of Reborn Coffee

on May 7, 2018.

In 1984, he started his career as a banker with HSBC and gained experience across all departments—namely,

private banking, corporate finance, trade services, and investment banking.

During his stint with HSBC, he also became the founding member

of Amlak Finance & Emmar Properties in 1997.

Arjomand founded the Arjomand Group of companies in 2000 and has served as

chief executive officer since that company’s inception.

Based in Dubai, the Arjomand Group conducts various activities including

real estate, manufacturing, trades, financial activities and aviation across the GCC, Asia, Europe and the US.

Arjomand has also served

as the Chairman of DAMAC Properties, a leading developer in the Middle East and as a board member of Al Ahlia Insurance Company BSC,

Arjomand also serves as Managing Partner of Barakat Group.

Barakat Group has been involved in the manufacturing of juices

and food stuffs for the past 30 years.

Farooq Arjomand has served as the Chairman of

the Board of Directors of Reborn Global since January 2015, and took over as the Chairman of the Board of Reborn Coffee Inc.

In 1984, he started his career as a banker with HSBC and gained experience across all departments—namely, private banking,

corporate finance, trade services, and investment banking.

During his stint with HSBC, he also became the founding member of Amlak Finance

& Emmar Properties in 1997.

Arjomand founded the Arjomand Group of companies in 2000 and has served as chief executive officer

since that company’s inception.

Based in Dubai, the Arjomand Group conducts various activities including real estate, manufacturing,

trades, financial activities and aviation across the GCC, Asia, Europe and the US.

Arjomand has also served as the Chairman of

DAMAC Properties, a leading developer in the Middle East and as a board member of Al Ahlia Insurance Company BSC, Bahrain.

also serves as Managing Partner of Barakat Group.

Barakat Group has been involved in the manufacturing of juices and food stuffs for the

past 30 years.

Arjomand is a citizen of the United Arab Emirates.

He graduated with a Business Management

degree from Seattle Pacific University in Seattle, Washington.

He graduated with a Business Management degree from Seattle Pacific

University in Seattle, Washington.

Egidi, age 75, Director

Egidi is a licensed

real estate broker in the State of Illinois.

Egidi is a licensed real estate broker in

the State of Illinois.

Additionally, Mr.

Egidi was awarded the CPM® designation through the Institute of Real

Estate Management.

He holds a bachelor’s degree in civil engineering and attended graduate school in Civil Engineering at the University

Egidi joined Reborn

as a Director and the Vice Chairman of the Board of Directors in June of 2020.

Egidi formed DRE, Inc., an Illinois real

estate development company in 1993, developing over 30 affordable housing projects in Illinois, Ohio, Indiana, Iowa, and California,

totaling approximately 5,000 units.

Today, he continues to serve as President of DRE, Inc., and acts as Managing General Partner of 15

limited partnerships, of which 5 have been redeveloped over the past 5 years.

Egidi was awarded the CPM® designation through the Institute of Real Estate Management.

holds a bachelor’s degree in civil engineering and attended graduate school in Civil Engineering at the University of Detroit.

Egidi joined our Board as a Director and the

Vice Chairman of the Board in June of 2020.

Egidi formed DRE, Inc., an Illinois real estate development company in 1993, developing

over 30 affordable housing projects in Illinois, Ohio, Indiana, Iowa, and California, totaling approximately 5,000 units.

Today, he continues

to serve as President of DRE, Inc., and acts as Managing General Partner of 15 limited partnerships, of which 5 have been redeveloped

over the past 5 years.

In addition, Mr.

as President and Chairman of the board of Promex Midwest, a real estate property management firm.

He has been involved in all phases

of management in the commercial, residential and industrial building fields in the Midwest.

Egidi has extensive knowledge and experience

in the construction industry, having served as Executive Vice President and Chief Estimator for Corbetta Construction Company of Illinois,

and then for Contractors and Engineers, Inc.

During his 25 years of experience in the construction industry, he was involved in all types

of projects ranging from multifamily housing, historical rehabs, high-rise office buildings and shopping centers.

Egidi and DRE also have

experience in the food service industry having developed fast food pizza stores in central Illinois under the Rocky Rococo brand in the

He was also a principal partner in Cookie Associates of Houston, Texas.

Cookie Associates owned and operated 34 “Great American

Cookie” stores and kiosks in the Houston market.

Egidi served as President and

Chairman of the board of Promex Midwest, a real estate property management firm.

He has been involved in all phases of management in the

commercial, residential and industrial building fields in the Midwest.

Egidi has extensive knowledge and experience in the construction

industry, having served as Executive Vice President and Chief Estimator for Corbetta Construction Company of Illinois, and then for Contractors

and Engineers, Inc.

During his 25 years of experience in the construction industry, he was involved in all types of projects ranging from

multifamily housing, historical rehabs, high-rise office buildings and shopping centers.

Egidi and DRE also have experience in the

food service industry having developed fast food pizza stores in central Illinois under the Rocky Rococo brand in the 1980s.

a principal partner in Cookie Associates of Houston, Texas.

Cookie Associates owned and operated 34 “Great American Cookie”

stores and kiosks in the Houston market.

Most recently, Mr.

Egidi, as a principal of TF Investors LLC, was a franchisor

of eight Tutti Frutti Frozen Yogurt franchises located in France and England.

Egidi, as a principal of TF Investors LLC, was a franchisor of eight Tutti

Frutti Frozen Yogurt franchises located in France and England.

Sehan Kim, age 70, Director

Sehan Kim has been a Director

of Reborn Global since January 2015.

Sehan Kim joined Magitech Incorporation in 2013 as Vice President of Operations.

He oversees operations

and management in water, and beverage businesses at Magitech Corporation.

He led the major projects at Magitech to install the ERP system

and the cold brewed coffee extraction systems.

Prior to this position,

Sehan Kim from 2005 to 2011, was Senior Vice President at Korean Air Co., Ltd.

Sehan Kim has been a Director of Reborn Global

since January 2015 and became a member of the Board of Reborn Coffee in 2018.

Sehan Kim joined Magitech Incorporation in 2013 as Vice

President of Operations.

He oversees operations and management in water, and beverage businesses at Magitech Corporation.

He led the major

projects at Magitech to install the ERP system and the cold brewed coffee extraction systems.

Prior to this position, Sehan Kim from 2005 to

2011, was Senior Vice President at Korean Air Co., Ltd.

(“Korean Air”).

He was the Head of the Aerospace

Division at Korean Air.

Prior to that, Sehan Kim was vice president and general manager of the Commercial Aerostructure Businesses at

Korean Air from 2001 to 2005, which supplied various aircraft structural components to major commercial airplane manufacturers, including

Airbus, Boeing and Embraer.

From January 1994 to February

Kim worked as a Korean Air representative at Boeing in Seattle, Washington, and had on the job training in configuration management

at Northrop Aircraft company in Los Angeles, for the Korean Fighter Coproduction Program in 1981.

He joined Korean Air in August 1979

as an Aerospace structural engineer.

Sehan Kim studied Aerospace Engineering at Seoul National University in 1973 through 1977 and

holds a master’s Degree in business management from Busan National University.

He was the Head of the Aerospace Division at Korean

Prior to that, Sehan Kim was vice president and general manager of the Commercial Aerostructure Businesses at Korean Air from 2001

to 2005, which supplied various aircraft structural components to major commercial airplane manufacturers, including Airbus, Boeing and

From January 1994 to February 1997 Mr.

as a Korean Air representative at Boeing in Seattle, Washington, and had on the job training in configuration management at Northrop Aircraft

company in Los Angeles, for the Korean Fighter Coproduction Program in 1981.

He joined Korean Air in August 1979 as an Aerospace structural

Sehan Kim studied Aerospace Engineering at Seoul National University in 1973 through 1977 and holds a master’s Degree

in business management from Busan National University.

Andy Nasim, age 44, Director

Nasim graduated with a Bachelor of Science in Business with Information

Technology from Staffordshire University, United Kingdom.

He commenced his career in 2002 as a business development manager with Kenanga

Capital Sdn Bhd, the stockbroking lending division of Kenanga Investment Bank Berhad where he drove the credit business of corporate banking,

equity financing and development of financing solutions through various structured financing products and Islamic trade financing.

then became Head of Kenanga Private Equity division in 2010 where he was involved in strategic offshore merger and acquisition for the

He obtained extensive experience in the capital markets and financial services operations.

Andy Nasim has served as a Director on our Board

since July 2023.

Nasim graduated with a Bachelor of Science in Business with Information Technology from Staffordshire University,

United Kingdom.

He commenced his career in 2002 as a business development manager with Kenanga Capital Sdn Bhd, the stockbroking lending

division of Kenanga Investment Bank Berhad where he drove the credit business of corporate banking, equity financing and development of

financing solutions through various structured financing products and Islamic trade financing.

He then became Head of Kenanga Private

Equity division in 2010 where he was involved in strategic offshore merger and acquisition for the group.

He obtained extensive experience

in the capital markets and financial services operations.

From January 2017 to present, Mr.

has served as CEO / Executive Director of the Wellspring Group;

Nasim has served as CEO / Executive Director

of the Wellspring Group;

a company which owns the global trademark of world-renowned dessert brand.

He oversees strategic planning and international brand expansion for the Group.

He oversees strategic planning and

international brand expansion for the Group.

Jennifer Tan, age 57, Director

Jennifer Tan has over 30 years’

experience as a global entrepreneur in diversified businesses in the U.S., Europe and Asia.

Since 2020, she has served as Chief Executive

Officer of Hawaii Volcano Tea LP, a tea farm with multiple locations in the Volcano area of Hawaii Island.

Jennifer Tan has served as a Director on our Board

since October 2023.

Tan has over 30 years’ experience as a global entrepreneur in diversified businesses in the U.S., Europe

Since 2020, she has served as Chief Executive Officer of Hawaii Volcano Tea LP, a tea farm with multiple locations in the Volcano

area of Hawaii Island.

From 2009 to 2019, Ms.

served as Managing Director of Tutti Frutti (China) Limited, developing and executing marketing plans for Tutti Frutti Frozen Yogurt stores

on both corporate-owned and franchise retail stores in China, Hong Kong and Macau.

From 1997 to 2001, she served as the Managing

Director of International Golf & Yacht Club (Hong Kong) Limited and Mass Star Development Limited.

Tan served as Managing Director of Tutti Frutti (China) Limited, developing and executing

marketing plans for Tutti Frutti Frozen Yogurt stores on both corporate-owned and franchise retail stores in China, Hong Kong and

From 1997 to 2001, she served as the Managing Director of International Golf & Yacht Club (Hong Kong) Limited and

Mass Star Development Limited.

Family Relationships

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Board Composition

Our business and affairs are

managed under the direction of our board of directors, a majority of which are independent (i.e., Farooq M.

Arjomand, Sehan Kim, Andy

Nasim, and Jennifer Tan).

We have four directors with no vacancies.

Our current directors will continue to serve as directors until their

resignation, removal or successor is duly elected.

Our certificate of incorporation

and our bylaws permit our board of directors to establish the authorized number of directors from time to time by resolution.

Each director

serves until the expiration of the term for which such director was elected or appointed, or until such director’s earlier death,

resignation or removal.

Our business and affairs are managed under the

direction of our board of directors, a majority of which are independent (i.e., Farooq M.

Arjomand, Sehan Kim, Andy Nasim, and Jennifer

We have six directors with no vacancies.

Our current directors will continue to serve as directors until their resignation, removal

or successor is duly elected.

Our certificate of incorporation and our bylaws

permit our board of directors to establish the authorized number of directors from time to time by resolution.

Each director serves until

the expiration of the term for which such director was elected or appointed, or until such director’s earlier death, resignation

Involvement in Certain Legal Proceedings

As of the filing of this

Annual Report on Form 10-K, there are no legal proceedings, and during the past ten years there have been no legal proceedings, that

are material to an evaluation of the ability or integrity of any of our directors, director nominees or executive officers.

As of the filing of this Annual Report on Form

10-K, there are no legal proceedings, and during the past ten years there have been no legal proceedings, that are material to an evaluation

of the ability or integrity of any of our directors, director nominees or executive officers.

Committees of Our Board of Directors

Our board of directors has

established a compensation committee and an audit committee.

The composition and responsibilities of each of the committees of our board

of directors are described below.

Members serve on these committees until their resignation or until otherwise determined by our board

of directors.

Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Our board of directors has established a compensation

committee and an audit committee.

The composition and responsibilities of each of the committees of our board of directors are described

Members serve on these committees until their resignation or until otherwise determined by our board of directors.

directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

As of the date of this filing,

our audit committee consists of Farooq M.

As of the date of this filing, our audit committee

consists of Farooq M.

Arjomand, Sehan Kim, and Andy Nasim.

Each member of our audit committee can read and understand

fundamental financial statements in accordance with applicable requirements.

Each member of our audit committee can read and understand fundamental financial

statements in accordance with applicable requirements.

The chair of our audit committee is Farooq M.

Arjomand, who

our board of directors has determined is an “audit committee financial expert” within the meaning of SEC regulations.

at these determinations, our board of directors has examined each audit committee member’s scope of experience and the nature of

their employment in the corporate finance sector.

The principal duties and

responsibilities of our audit committee include, among other things:

and selecting a qualified firm to serve as the independent registered public accounting firm

to audit our financial statements;

to ensure the independence and performance of the independent registered public accounting

to maintain and foster an open avenue of communication between management and the independent

registered public accounting firm;

the scope and results of the audit with the independent registered public accounting firm,

and reviewing, with management and the independent registered public accounting firm, our

interim and year-end operating results;

procedures for employees to submit concerns anonymously about questionable accounting or

audit matters;

our policies on risk assessment and risk management;

related party transactions;

and reviewing a report by the independent registered public accounting firm at least annually,

that describes its internal quality-control procedures, any material issues with such procedures,

and any steps taken to deal with such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and all permissible non-audit services to be

performed by the independent registered public accounting firm.

Our audit committee operates

under a written charter that satisfies the applicable listing standards of the Nasdaq Capital Market.

Arjomand, who our board of directors

has determined is an “audit committee financial expert” within the meaning of SEC regulations.

In arriving at these determinations,

our board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the

corporate finance sector.

The principal duties and responsibilities of our

audit committee include, among other things:

hiring and selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

helping to ensure the independence and performance of the independent registered public accounting firm;

helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm;

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

reviewing our policies on risk assessment and risk management;

reviewing related party transactions;

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

Our audit committee operates under a written charter

that satisfies the applicable listing standards of the Nasdaq Capital Market.

Compensation Committee

Our compensation committee consists

Our compensation committee consists of Farooq

Arjomand, Sehan Kim, and Andy Nasim.

The chair of our compensation committee is Andy Nasim.

The principal duties and

responsibilities of our compensation committee include, among other things:

the retention of compensation consultants and outside service providers and advisors;

and approving, or recommending that our board of directors approve, the compensation, individual

and corporate performance goals and objectives and other terms of employment of our executive

officers, including evaluating the performance of our chief executive officer and, with his

assistance, that of our other executive officers;

and recommending to our board of directors the compensation of our directors;

● administering

our equity and non-equity incentive plans;

our practices and policies of employee compensation as they relate to alignment of incentives;

and evaluating succession plans for the executive officers;

and approving, or recommending that our board of directors approve, incentive compensation

and equity plans;

and establishing general policies relating to compensation and benefits of our employees

and reviewing our overall compensation philosophy.

Our compensation committee

operates under a written charter that satisfies the applicable listing standards of the Nasdaq Capital Market.

Compensation Committee

None of the members of the

compensation committee are currently, or have been at any time, one of our executive officers or employees.

None of our executive officers

currently serve, or have served during the last year, as a member of the board of directors or compensation committee of any entity that

has one or more executive officers serving as a member of our board of directors or compensation committee.

The principal duties and responsibilities of our

compensation committee include, among other things:

approving the retention of compensation consultants and outside service providers and advisors;

reviewing and approving, or recommending that our board of directors approve, the compensation, individual and corporate performance goals and objectives and other terms of employment of our executive officers, including evaluating the performance of our chief executive officer and, with his assistance, that of our other executive officers;

reviewing and recommending to our board of directors the compensation of our directors;

administering our equity and non-equity incentive plans;

reviewing our practices and policies of employee compensation as they relate to alignment of incentives;

reviewing and evaluating succession plans for the executive officers;

reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans;

reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

Our compensation committee operates under a written

charter that satisfies the applicable listing standards of the Nasdaq Capital Market.

Compensation Committee Interlocks

None of the members of the compensation committee

are currently, or have been at any time, one of our executive officers or employees.

None of our executive officers currently serve, or

have served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive

officers serving as a member of our board of directors or compensation committee.

Director Nominations

We do not have a standing

nominating committee.

In accordance with the Nasdaq Stock Exchange corporate governance standards, a majority of the independent directors

may recommend a director nominee for selection by the board of directors.

The board of directors believes that the independent directors

can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing

nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will

also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees

to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders

that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We expect to expand our

board of directors in the future to include additional independent directors.

In adding additional members to our board of directors,

we will consider each candidate’s independence, skills and expertise based on a variety of factors, including the person’s

experience or background in management, finance, regulatory matters and corporate governance.

Further, when identifying nominees to serve

as a director, we expect that our board of directors will seek to create a board of directors that is strong in its collective knowledge

and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy,

business operations, business judgment, industry knowledge and corporate governance.

Code of Business Conduct

In filing our Registration Statement

on Form S-1 on July 3, 2017, we adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors.

This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons

performing similar functions.

The full text of our Code of Business Conduct and Ethics is posted on our website at www.reborncoffee.com.

We intend to disclose on our website any future amendments of our Code of Business Conduct and Ethics or waivers that exempt any principal

executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our

directors from provisions in the Code of Business Conduct and Ethics.

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.

Risk and Compensation

We have analyzed our compensation

programs and policies to determine whether those programs and policies are reasonably likely to have a material adverse effect on us.

Compliance with Section

16(a) of the Exchange Act

Section 16(a) of the Exchange

Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities

to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of

all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations

from certain reporting persons, we believe that during the year ended December 31, 2023, all reports applicable to our executive officers,

directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

We do not have a standing nominating committee.

In accordance with the Nasdaq corporate governance standards, a majority of the independent directors may recommend a director nominee

for selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily carry out the

responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director

candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election

at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate

a director for election to our board of directors should follow the procedures set forth in our bylaws.

We expect to expand our board of directors in

the future to include additional independent directors.

In adding additional members to our board of directors, we will consider each

candidate’s independence, skills and expertise based on a variety of factors, including the person’s experience or background

in management, finance, regulatory matters and corporate governance.

Further, when identifying nominees to serve as a director, we expect

that our board of directors will seek to create a board of directors that is strong in its collective knowledge and has a diversity of

skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business

judgment, industry knowledge and corporate governance.

Code of Business Conduct and Ethics

In 2017, we adopted a Code of Business Conduct

and Ethics that applies to all our employees, officers and directors.

This includes our principal executive officer, principal financial

officer and principal accounting officer or controller, or persons performing similar functions.

The full text of our Code of Business

Conduct and Ethics is posted on our website at www.reborncoffee.com.

We intend to disclose on our website any future amendments of our

Code of Business Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting

officer or controller, persons performing similar functions or our directors from provisions in the Code of Business Conduct and Ethics.

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.

Insider Trading Policy

Our Code of Business Conduct and Ethics contains

an insider trading policy that governs the purchase, sale, and other disposition of our securities by our directors, officers, employees

and other individuals associated with us, as well as by the Company itself, that we believe is reasonably designed to promote compliance

with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our Code of Business Conduct and Ethics

is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Risk and Compensation Policies

We have analyzed our compensation programs and

policies to determine whether those programs and policies are reasonably likely to have a material adverse effect on us.

Executive Compensation

1 unchanged sentence

Our compensation philosophy includes:

● pay for performance;

● fair compensation that is competitive with market standards;

● compensation mix according to growth stage of our company as

well as job level;

● incentivizing employees to work for long-term sustainable and

profitable growth of our company.

for performance;

compensation that is competitive with market standards;

● compensation

mix according to growth stage of our company as well as job level;

● incentivizing

employees to work for long-term sustainable and profitable growth of our company.

Objective of Executive Compensation Program

The objective of our compensation program is to provide a fair and

competitive compensation package in the industry to each named executive officer (“NEO”) that will enable us to:

● attract and hire outstanding individuals to achieve our mid-term

and long-term visions;

● motivate, develop and retain employees;

● align the financial interests of each named executive officer

with the interests of our stakeholders including stockholders and encourage each named executive officer to contribute to enhance value

of the Company.

Our named executive officers for the

year 2023, which consist of our principal executive officers, were:

● Jay Kim, President and Chief Executive Officer;

● Stephan Kim, Chief Financial Officer.

The objective of our compensation program is to

provide a fair and competitive compensation package in the industry to each named executive officer (“NEO”) that will enable

and hire outstanding individuals to achieve our mid-term and long-term visions;

develop and retain employees;

the financial interests of each named executive officer with the interests of our stakeholders including stockholders and encourage each

named executive officer to contribute to enhance value of the Company.

Our named executive officers for the year 2024,

which consist of our principal executive officer and our two highest compensated executive officers, were:

Kim, President and Chief Executive Officer;

Kim, Chief Financial Officer.

Administration

Following the consummation of this offering, our Compensation Committee,

which includes two independent directors, will oversee our executive compensation program and will be responsible for approving the nature

and amount of the compensation paid to our NEOs.

The committee will also administer our equity compensation plan and awards.

Our Compensation Committee oversees our executive

compensation program and is responsible for approving the nature and amount of the compensation paid to our NEOs.

The committee also administers

our equity compensation plan and awards.

Elements of Compensation

Our compensation program for NEOs consists of the following elements

of compensation, each described in greater depth below:

● base salaries;

● performance-based bonuses;

● equity-based incentive compensation;

● general benefits.

Base salaries are an annual fixed level of cash compensation to reflect

each NEO’s performance, role and responsibilities, and retention considerations.

Performance-Based Bonus

To incentivize management to drive strong operating performance and

reward achievement of our company’s business goals, our executive compensation program includes performance-based bonuses for NEOs.

Our Compensation Committee has established annual target performance-based bonuses for each NEO during the first quarter of the fiscal

Our compensation program for NEOs consists of

the following elements of compensation, each described in greater depth below:

● performance-based

● equity-based

incentive compensation;

Base salaries are an annual fixed level of cash

compensation to reflect each NEO’s performance, role and responsibilities, and retention considerations.

Equity Compensation

We may pay equity-based compensation to our NEOs in order to link

our long-term results achieved for our stockholders and the rewards provided to NEOs, thereby ensuring that such NEOs have a continuing

stake in our long-term success.

We may pay equity-based compensation to our NEOs

in order to link our long-term results achieved for our stockholders and the rewards provided to NEOs, thereby ensuring that such NEOs

have a continuing stake in our long-term success.

General Benefits

Our NEOs are provided with other fringe benefits that we believe are

commonly provided to similarly situated executives.

Our NEOs are provided with other fringe benefits

that we believe are commonly provided to similarly situated executives.

Summary Compensation Table – Officers

The following table sets

forth information concerning the compensation of our named executive officers for the years ended December 31, 2023 and December 31, 2022.

The following table sets forth information concerning

the compensation of our named executive officers for the years ended December 31, 2024 and December 31, 2023.

Incentive plan

13 unchanged sentences

terminable by either party at any time.

Except as set forth above we do not currently have

employment agreements with any of our NEOs .

Except as set forth above we do not currently

have employment agreements with any of our NEOs .

Timing of Option Awards

We provide the following discussion of the timing

of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K.

no policy or practice regarding option grant timing because we do not grant, and have not granted, options to our NEOs.

We have not timed

the disclosure of material nonpublic information to affect the value of executive compensation.

During 2024, we did not grant any stock

options to the NEOs during any period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K or

the filing or furnishing of a current report on Form 8-K disclosing material non-public information (other than a current report on Form

8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or

furnishing of such report with the SEC.

Outstanding Equity Awards at Fiscal Year-End

2 unchanged sentences

Director Compensation

No compensation was paid

to our non-employee directors for services rendered during the years ended December 31, 2023 and 2022.

No compensation was paid to our non-employee directors

for services rendered during the years ended December 31, 2024 and 2023.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The following table sets

forth, as of December 31, 2023, information regarding beneficial ownership of our capital stock by:

● each person, or group

of affiliated persons, known by us to beneficially own more than 5% of our common stock;

● each of our directors;

● each of our named executive

● all of our current

executive officers, directors and director nominees as a group.

In the table below, percentage

ownership is based on 14,929,390 shares of our Common Stock issued and outstanding as of December 31, 2023.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially

owned by them.

The following table does not reflect record or beneficial ownership of the private placement warrants or rights as these

warrants and rights are not exercisable or convertible within 60 days of the date of this Report.

Except as otherwise noted below, the address for each person or entity

listed in the table is c/o Reborn Coffee Inc., 580 N.

The following table sets forth, as of March 15,

2025, information regarding beneficial ownership of our capital stock by:

person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

of our directors;

of our current executive officers, directors and director nominees as a group.

In the table below, percentage ownership is based

on 4,568,508 shares of our Common Stock issued and outstanding as of March 31, 2025.

Unless otherwise indicated, we believe that all

persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

The following

table does not reflect record or beneficial ownership of the private placement warrants or rights as these warrants and rights are not

exercisable or convertible within 60 days of the date of this Report.

Except as otherwise noted below, the address for

each person or entity listed in the table is c/o Reborn Coffee Inc., 580 N.

Brea, CA 92821.

14 unchanged sentences

All directors, directors nominees and executive officers as a group (7 persons):

Securities Authorized for Issuance under Equity Compensation Plans

Securities Authorized for Issuance under Equity

Compensation Plans

Changes in Control

1 unchanged sentence

Transactions, and Director Independence

Policies and Procedures for Related Person Transactions

We do not currently have a formal, written policy or procedure for

the review and approval of related party transactions.

However, all related party transactions are currently reviewed and approved by

Policies and Procedures for Related Person

Our board of directors has adopted a written-related

person transaction policy, which sets forth the policies and procedures for the review and approval or ratification of related party transactions.

This policy will be administrated by our Audit Committee.

These policies will provide that, in determining whether or not to recommend

the initial approval or ratification of a related party transaction, the relevant facts and circumstances available shall be considered,

including, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally

available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest

in the transaction.

This policy is administrated by our Audit Committee.

These policies provide that, in determining whether or not to recommend the initial

approval or ratification of a related party transaction, the relevant facts and circumstances available shall be considered, including,

among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available

to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

Director Independence

Nasdaq rules require that a majority

of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally

as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which,

in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in

carrying out the responsibilities of a director.

In addition, the director must not be precluded from qualifying as independent under

the per se bars set forth by the Nasdaq rules.

Our Board has undertaken a review of its composition, the composition of its committees

and the independence of our directors and considered whether any director has a material relationship with us that could compromise his

or her ability to exercise independent judgment in carrying out his or her responsibilities.

Based upon information requested from and

provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of

Directors has determined that each of the directors on our Board, other than Jay Kim and Dennis R.

Egidi are independent directors under

the Nasdaq listing rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Nasdaq rules require that a majority of the board

of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person

other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion

of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out

the responsibilities of a director.

In addition, the director must not be precluded from qualifying as independent under the per se bars

set forth by the Nasdaq rules.

Our Board has undertaken a review of its composition, the composition of its committees and the independence

of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise

independent judgment in carrying out his or her responsibilities.

Based upon information requested from and provided by each director

concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that

each of the directors on our Board, other than Jay Kim and Dennis R.

Egidi are independent directors under the Nasdaq listing rules.

independent directors have regularly scheduled meetings at which only independent directors are present.

Indemnification Agreements

We have entered into indemnification

agreements with each of our directors and executive officers.

These agreements, among other things, require us to indemnify each director

and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’

fees, judgments, penalties, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including

any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

Our certificate of incorporation

contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted

by Delaware law.

Additionally, a director is not personally liable for monetary damages for breach of fiduciary duty as a director (i)

for any breach of his or her duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which

involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of the State

of Delaware, or (iv) for any transaction from which the director derives an improper personal benefit.

Our certificate of incorporation

authorizes us to indemnify our directors, officers, employees and other agents to the fullest extent permitted by Delaware law.

provide that we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify

our other employees and agents.

Our bylaws also provide that, on satisfaction of certain conditions, we will advance expenses incurred

by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf

of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of

whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law.

We have entered and expect to continue

to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors.

With certain exceptions, these agreements provide for indemnification for related expenses including attorneys’ fees, judgments,

fines and settlement amounts incurred by any of these individuals in any action or proceeding.

We believe these provisions in our certificate

of incorporation and bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and

We also maintain customary directors’ and officers’ liability insurance.

The limitation of liability

and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against

our directors for breach of their fiduciary duty.

They may also reduce the likelihood of derivative litigation against our directors

and officers, even though an action, if successful, might benefit us and other stockholders.

Further, a stockholder’s investment

may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required

by these indemnification provisions.

Insofar as indemnification

for liabilities arising under the Securities Act may be permitted for directors, executive officers or persons controlling us, we have

been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is

therefore unenforceable.

We have entered into indemnification agreements

with each of our directors and executive officers.

These agreements, among other things, require us to indemnify each director and executive

officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments,

penalties, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action

or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

Our certificate of incorporation contains provisions

that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law.

Additionally,

a director is not personally liable for monetary damages for breach of fiduciary duty as a director (i) for any breach of his or her duty

of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or

a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction

from which the director derives an improper personal benefit.

Our certificate of incorporation authorizes us

to indemnify our directors, officers, employees and other agents to the fullest extent permitted by Delaware law.

Our bylaws provide that

we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify our other employees

Our bylaws also provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer

in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director,

employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise

be permitted to indemnify him or her under the provisions of Delaware law.

We have entered and expect to continue to enter into agreements

to indemnify our directors, executive officers and other employees as determined by our board of directors.

With certain exceptions, these

agreements provide for indemnification for related expenses including attorneys’ fees, judgments, fines and settlement amounts incurred

by any of these individuals in any action or proceeding.

We believe these provisions in our certificate of incorporation and bylaws and

these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

We also maintain customary

directors’ and officers’ liability insurance.

The limitation of liability and indemnification

provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors for

breach of their fiduciary duty.

They may also reduce the likelihood of derivative litigation against our directors and officers, even

though an action, if successful, might benefit us and other stockholders.

Further, a stockholder’s investment may be adversely affected

to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification

Insofar as indemnification for liabilities arising

under the Securities Act may be permitted for directors, executive officers or persons controlling us, we have been informed that, in

the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Principal Accountant Fees and Services

Prior Audit Firm

Kreit & Chiu CPA

LLP (“K&C”) (formerly known as Paris, Kreit & Chiu CPA LLP) served as our independent registered public accounting

firm from 2020 to May 1, 2023.

At such time, we amicably terminated the engagement of K&C, and such termination was approved

by our Board of Directors and Audit Committee.

The reports of K&C on our financial statements as of and for the fiscal years

ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified

as to uncertainty, audit scope or accounting principles, with the exception of providing a qualification as to our ability to continue

as a going concern.

During our two most recent fiscal years and the subsequent interim period through May 1, 2023, there were

no disagreements with K&C on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or

procedure, which disagreement(s), if not resolved to the satisfaction of K&C, would have caused it to make reference to the subject

matter of the disagreement(s) in connection with its report.

During our two most recent fiscal years and the subsequent interim

period through May 1, 2023, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

Current Audit Firm

We have appointed BF Borgers

CPA PC (“BFB”) to serve as our independent registered public accounting firm for the fiscal year ending December 31,

BFB has served as our independent registered public accounting firm since May 1, 2023.

We have appointed BCRG Group (“BCRG”)

to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

BCRG has served as our

independent registered public accounting firm since 2024.

Fees Billed to the Company in fiscal year

2023 and 2022

The following table sets

forth the fees billed to us by our former principal auditor, K&C, for professional services rendered during the fiscal years

ended December 31, 2022 and our current principal auditor, BFB, for professional services rendered during the fiscal years

ended December 31, 2023:

The following table sets forth the fees billed

to us by our auditor, BCRG, for professional services rendered during the fiscal years ended December 31, 2024:

December 31, 2024

Audit fees (1)

Audit related fees (2)

All other fees

(1) Audit Fees — Audit fees consist of fees billed

for the audit of our annual financial statements and the review of the interim consolidated financial statements.

(2) Audit-Related Fees — These consisted principally

of the aggregate fees related to audits that are not included Audit Fees.

(3) Tax Fees — Tax fees consist of aggregate

fees for tax compliance and tax advice, including the review and preparation of our various jurisdictions’ income tax returns.

Policies and Procedures

The Audit Committee has

the authority to appoint or replace our independent registered public accounting firm (subject, if applicable, to stockholder ratification).

The Audit Committee is also responsible for the compensation and oversight of the work of the independent registered public accounting

firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial

reporting) for the purpose of preparing or issuing an audit report or related work.

The independent registered public accounting firm

was engaged by, and reports directly to, the Audit Committee.

The Audit Committee pre-approves all audit services and permitted non-audit

services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject

to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and Rule 2-01(c)(7)(i)(C) of

Regulation S-X, provided that all such excepted services are subsequently approved prior to the completion of the audit.

complied with the procedures set forth above, and the Audit Committee has otherwise complied with the provisions of its charter.

Audit Fees — Audit fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial statements.

Audit-Related Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees.

Tax Fees — Tax fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our various jurisdictions’ income tax returns.

Pre-Approval Policies and Procedures

The Audit Committee has the authority to appoint

or replace our independent registered public accounting firm (subject, if applicable, to stockholder ratification).

The Audit Committee

is also responsible for the compensation and oversight of the work of the independent registered public accounting firm (including resolution

of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose

of preparing or issuing an audit report or related work.

The independent registered public accounting firm was engaged by, and reports

directly to, the Audit Committee.

The Audit Committee pre-approves all audit services

and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting

firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act

and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently approved prior to

the completion of the audit.

We have complied with the procedures set forth above, and the Audit Committee has otherwise complied with

the provisions of its charter.

Exhibits, Financial Statement Schedule

(a) The following documents are filed as part of this Report:

(1) Financial Statements

following documents are filed as part of this Report:

(1) Financial

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

Notes to Financial Statements

(2) Financial Statements Schedule

(2) Financial

Statements Schedule

All financial statement schedules are omitted

2 unchanged sentences

EXHIBIT INDEX

Certificate of Incorporation (Delaware), dated July 27,

2022 (incorporated by reference to Exhibit 3.1 to Amendment No.

Certificate of Incorporation (Delaware), dated July 27, 2022 (incorporated by reference to Exhibit 3.1 to Amendment No.

5 to our Registration Statement on Form S-1 filed on August 2, 2022)

Bylaws of Registrant (Delaware) (incorporated by reference to Exhibit

3.2 to Amendment No.

Bylaws of Registrant (Delaware) (incorporated by reference to Exhibit 3.2 to Amendment No.

5 to our Registration Statement on Form S-1 filed on August 2, 2022)

Specimen Common Stock Certificate (Delaware) (incorporated

by reference to Exhibit 4.1 to Amendment No.

Certificate of Amendment to Certificate of Incorporation filed with the Secretary of State of the State of Delaware on January 12, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on January 16, 2024)

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K filed on March 28, 2024)

Specimen Common Stock Certificate (Delaware) (incorporated by reference to Exhibit 4.1 to Amendment No.

5 to our Registration Statement on Form S-1 filed on August 2, 2022)

Form of Representative’s Warrant (incorporated

by reference to Exhibit 4.5 to Amendment No.

Form of Representative’s Warrant (incorporated by reference to Exhibit 4.5 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Description of Registrant’s Securities

Share Exchange Agreement, dated May 7, 2018 by

and among Capax, Reborn and each of the RB shareholders (incorp orated by reference to Exhibit

10.1 to Amendment No.

Warrant to Purchase Common Shares issued May 20, 2024, by Reborn Coffee Inc.

to EFF HUTTON YA FUND, LP (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on May 23, 2024)

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on February 12, 2025)

Share Exchange Agreement, dated May 7, 2018 by and among Capax, Reborn and each of the RB shareholders (incorporated by reference to Exhibit 10.1 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Form of Letter Agreement (Lockup) by and among

Registrant, officers and directors of Registrant and EF Hutton (incorporated by reference to Exhibit 10.2 to Amendment No.

Registration Statement on Form S-1 filed on April 18, 2022)

Form of Director and Officer Indemnity Agreement

(incorporated by reference to Exhibit 10.3 to Amendment No.

Form of Letter Agreement (Lockup) by and among Registrant, officers and directors of Registrant and EF Hutton (incorporated by reference to Exhibit 10.2 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Shopping Center Lease by and between Reborn Global

Holdings, Inc.

Form of Director and Officer Indemnity Agreement (incorporated by reference to Exhibit 10.3 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Shopping Center Lease by and between Reborn Global Holdings, Inc.

and La Floresta Regency, LLC, effective July 25, 2016 (incorporated by reference to Exhibit 10.4 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Standard Industrial/ Commercial Multi-Tenant Lease,

as amended, by and between Reborn Global Holdings, Inc.

and Foothill Crescenta, LLC, effective December 6, 2016 (incorporated by

reference to Exhibit 10.5 to Amendment No.

Standard Industrial/ Commercial Multi-Tenant Lease, as amended, by and between Reborn Global Holdings, Inc.

and Foothill Crescenta, LLC, effective December 6, 2016 (incorporated by reference to Exhibit 10.5 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Shopping Center Lease by and between Reborn Global

Holdings, Inc.

Shopping Center Lease by and between Reborn Global Holdings, Inc.

and Sibling Associates, LLC, effective July 12, 2017 (incorporated by reference to Exhibit 10.6 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Standard Lease by and between Reborn Global Holdings,

Standard Lease by and between Reborn Global Holdings, Inc.

and El Toro, LP, effective February 12, 2021 (incorporated by reference to Exhibit 10.7 to Amendment No.

2 to our Registration

Statement on Form S-1 filed on April 18, 2022)

Long Term Kiosk License Agreement by and between

Reborn Global Holdings, Inc.

and Tyler Mall Limited Partnership, effective February 4, 2021 (incorporated by reference to Exhibit

10.8 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Long Term Kiosk License Agreement by and between

Reborn Global Holdings, Inc.

and Stonestown Shopping Center, LP, effective December 22, 2020 (incorporated by reference to Exhibit

10.9 to Amendment No.

Long Term Kiosk License Agreement by and between Reborn Global Holdings, Inc.

and Tyler Mall Limited Partnership, effective February 4, 2021 (incorporated by reference to Exhibit 10.8 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Long Term Kiosk License Agreement by and between

Reborn Global Holdings, Inc.

and Glendale I Mall Associates, LP, effective October 27, 2020 (incorporated by reference to Exhibit

10.10 to Amendment No.

Long Term Kiosk License Agreement by and between Reborn Global Holdings, Inc.

and Stonestown Shopping Center, LP, effective December 22, 2020 (incorporated by reference to Exhibit 10.9 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Form of Subscription Agreement (Regulation A+

Offering) (incorporated by reference to Exhibit 10.11 to Amendment No.

Long Term Kiosk License Agreement by and between Reborn Global Holdings, Inc.

and Glendale I Mall Associates, LP, effective October 27, 2020 (incorporated by reference to Exhibit 10.10 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Amendment to Share Exchange Agreement, dated January

25, 2022, by and among Reborn Coffee Inc., Andrew Weeraratne and each of the former shareholders of Reborn Global Holdings, Inc.,

a California corporation (incorp orated by reference to Exhibit 10 .1 0

to Amendment No.

Form of Subscription Agreement (Regulation A+ Offering) (incorporated by reference to Exhibit 10.11 to Amendment No.

2 to our Registration Statement on Form S-1 filed on April 18, 2022)

Amendment to Share Exchange Agreement, dated January 25, 2022, by and among Reborn Coffee Inc., Andrew Weeraratne and each of the former shareholders of Reborn Global Holdings, Inc., a California corporation (incorporated by reference to Exhibit 10.10 to Amendment No.

5 to our Registration Statement on Form S-1 filed on August 2, 2022)

Offer of Employment by and between the Company

and Stephan Kim, dated July 27, 2022 (incorporated by reference to Exhibit 10.11 to Amendment No.

5 to our Registration Statement

on Form S-1 filed on August 2, 2022)

Offer of Employment by and between the Company and Stephan Kim, dated July 27, 2022 (incorporated by reference to Exhibit 10.11 to Amendment No.

5 to our Registration Statement on Form S-1 filed on August 2, 2022)

Line of Credit Note issued by Reborn Global Holdings, Inc.

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dated November 28, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 29, 2023)

Letter from Kreit and Chiu CPA LLP dated May 1, 2023 (incorporated by reference to Exhibit 16.1 to our Current Report on Form 8-K filed on May 2, 2023)

Subsidiaries of Registrant

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Securities Subscription Agreement by and between Reborn Coffee, Inc.

and Farooq M.

Arjomand, dated January 10, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 16, 2024)

Securities Subscription Agreement by and between Reborn Coffee, Inc.

and Scott Lee, dated February 29, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 29, 2024)

Form of Securities Subscription Agreement entered into between Reborn Coffee, Inc.

and three investors between May 28, 2024 and June 21, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 29, 2024)

Convertible Promissory Note issued August 29, 2024, by Reborn Coffee, Inc.

to Quen Inno Tech Co., Ltd.

(incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 29, 2024)

Securities Purchase Agreement by and between Reborn Coffee, Inc.

and 1800 Diagonal Lending LLC dated January 6, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 10, 2025)

Promissory Note dated January 6, 2025 issued by Reborn Coffee, Inc.

to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on January 10, 2025)

Form of Securities Purchase Agreement by and between Reborn Coffee, Inc.

and the Debenture Investors dated February 6, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 12, 2025)

Form of 10% Original Issue Discount Secured Convertible Debenture (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on February 12, 2025)

Form of Security Agreement between Reborn Coffee, Inc., its subsidiaries and the Debenture Investors dated February 10, 2025 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on February 12, 2025)

Form of Guarantee Agreement between the subsidiaries of Reborn Coffee, Inc.

and the Debenture Investors dated February 10, 2025 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on February 12, 2025)

Form of Registration Rights Agreement between Reborn Coffee, Inc.

and the Debenture Investors dated February 10, 2025 (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on February 12, 2025)

Purchase Agreement between Reborn Coffee, Inc.

and Arena Business Solutions Global SPC II, Ltd, dated as of February 10, 2025 (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on February 12, 2025)

Code of Business Conduct and Ethics (Insider Trading Policy)

Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed on March 28, 2024)

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Reborn Coffee, Inc.

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed on March 28, 2024)

Inline XBRL Instance Document.

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Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101).

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

Denotes a management contract or compensatory plan or arrangement.

Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2).

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Form 10-K Summary

Report of Independent

Registered Public Accounting Firm

Not applicable.

Report of Independent Registered Public Accounting

To the Board of Directors

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Opinion on the Consolidated Financial Statements

We have audited

the accompanying consolidated balance sheet of Reborn Coffee, Inc.

(the “Company”) as of December 31, 2023, the related statement

of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to

as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity

with accounting principles generally accepted in the United States.

The financial statements of the Company as of December 31, 2022 and

for the year then ended were audited by other auditors whose report dated April 11, 2023 expressed an unqualified opinion on those statements.

Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial

statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial

statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audit.

We have audited the accompanying consolidated

balance sheets of Reborn Coffee, Inc.

and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related statement

of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred

to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash

flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements,

the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

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laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not

required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we

are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included

performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for

/s/ BF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041 )

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is

a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Concern – As discussed in Note 2 to the consolidated financial statements, the Company has a going concern due to negative

working capital and losses from operations which raises substantial doubt about its ability to continue as a going concern.

management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates

on future revenues and expenses, which are difficult to substantiate.

To evaluate the appropriateness of the going concern, we examined

and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure

on going concern.

/s/ BCRG Group

BCRG Group (PCAOB ID 7158 )

We have served as the Company’s auditor since 2024.

Lakewood , CO

March 31, 2025

Consolidated Balance Sheet

REBORN COFFEE, INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Current assets:

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Accrued expenses and current liabilities

Loans payable to financial institutions

Loan payable to other

Current portion of loan payable, emergency injury disaster loan (EIDL)

Current portion of loan payable, payroll protection program (PPP)

Current portion of operating lease liabilities

Loans payable to financial institutions, current

Loans payable to others

Loans payable to shareholders

Loan payable, emergency injury disaster loan (EIDL), current

Loan payable, payroll protection program (PPP), current

Operating lease liabilities, current

Total current liabilities

Loans payable to financial institutions, less current portion

Loan payable, emergency injury disaster loan (EIDL), less current portion

Loan payable, payroll protection program (PPP), less current portion

Operating lease liabilities, less current portion

Loans payable to financial institutions, net of current

Loan payable, emergency injury disaster loan (EIDL), net of current

Loan payable, payroll protection program (PPP), net of current

Operating lease liabilities, net of current

Total liabilities

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Common Stock, $ 0.0001 par value, 40,000,000 shares authorized;

and 14,929,390 and 13,162,723 shares issued and outstanding at December 31, 2023 and 2022, respectively

4,274,508 and 1,866,174 shares issued and outstanding at December 31, 2024 and 2023, respectively

Common stock issuable, $ 0.0001 par value, 294,000 shares issuable at $ 5.00 per share

Preferred Stock, $ 0.0001 par value, 1,000,000 shares authorized;

no shares issued and outstanding at December 31, 2023 and 2022

no shares issued and outstanding at December 31, 2024 and 2023, respectively

Additional paid-in capital

Accumulated deficit

( 21,562,872 )

( 16,756,924 )

Accumulated other comprehensive income (loss)

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes

to consolidated financial statements.

See accompanying notes to consolidated financial

REBORN COFFEE, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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Loss from operations

( 4,619,546 )

( 4,542,779 )

Other income (expense):

Other income (expense)

Asset impairment loss

Loss on the sale of building

Interest expense

Gain on the sale of building

Total other income (expense), net

Total other expense, net

Loss before income taxes

( 4,805,148 )

( 4,717,295 )

Provision for income taxes

$ ( 4,805,948 )

$ ( 4,725,123 )

Loss per share:

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Basic and diluted

See accompanying notes

to consolidated financial statements.

See accompanying notes to consolidated financial

REBORN COFFEE, INC.

AND SUBSIDIARIES

CONSOLIDATED SHAREHOLDERS’ EQUITY

Subscription of

Preferred Stock

Stock Issuable

Comprehensive

Shareholders’

Equity (Deficit)

Balance as of December 31, 2022

$ ( 12,031,801 )

( 4,725,123 )

Stock compensation - issuance for services

Common stock issued

Offering costs associated with issuance of common stock in the Initial Public Offering

Common stock issued – conversion from the

Balance as of December 31, 2023

$ ( 16,756,924 )

( 4,805,948 )

Stock compensation - issuance for services

Common stock issued – conversion from the credit line

Stock compensation - issuances to employees

Issuances of common stock

Common stock issuable

Foreign currency translation

Balance as of December 31, 2024

See accompanying notes

to consolidated financial statements.

$ ( 21,562,872 )

See accompanying notes to consolidated financial

REBORN COFFEE, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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$ ( 4,725,123 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Stock compensation

Stock issued for services

Operating lease

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expense and other current assets

( 1,069,354 )

Accounts payable

Accrued expenses and current liabilities

Decrease (increase) in accounts receivable

Decrease (increase) in inventories

Decrease (increase) in other assets, net

Increase (decrease) in accounts payable

Increase (decrease) in accrued liabilities, net

Net cash used in operating activities

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Cash flows from investing activities:

Purchases of property and equipment

Acquisition of property and equipment

( 1,109,374 )

( 2,413,257 )

Proceeds from disposal of assets

Net cash used in investing activities

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Proceeds from issuance of common stock

Payment for offering costs

Proceeds from Line of Credit

Repayment of Line of Credit

Proceeds from loans

Repayments of loans

Repayments of equipment loan payable

Proceeds from common stock issuable

Repayent of borrowings from shareholder

Proceeds frm loan payable to others

Proceeds frm line of credit

Repayent of loan payable, PPP

Proceeds from loan payable to financial institutions

Repayments of loan payable to financial institutions

( 1,015,199 )

Net cash provided by financing activities

Net (decrease) increase in cash

Net increase (decrease) in cash

( 2,854,734 )

Cash at beginning of period

Cash at end of period

Supplemental disclosures of non-cash financing activities:

Cash at beginning of year

Cash at end of year

Supplemental disclosures of non-cash investing and financing activities:

Conversion of credit line to common stock issuances

Issuance of common shares for service

Supplemental disclosure of cash flow information:

Cash paid during the years for:

Lease liabilities and assets

See accompanying notes

to consolidated financial statements.

See accompanying notes to consolidated financial

REBORN COFFEE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Reborn has the following wholly owned subsidiaries:

Global Holdings, Inc.

● 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 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.

1 unchanged sentence

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, Inc., Reborn

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

● 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 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 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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying consolidated financial

statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization

of assets and satisfaction of liabilities in the normal course of business.

The Company had an accumulated deficit of $ 21.6 million at

December 31, 2024, and had a net loss of $ 4.8 million for the year ended December 31, 2024 and net cash used in operating activities of

$ 3.5 million for the year ended December 31, 2024.

These matters raise substantial doubt about the Company’s ability to continue

as a going concern.

To support its existing and planned

business model, the Company needs to raise additional capital to fund our future operations.

The Company has not experienced any difficulty

in raising funds through loans, and has not experienced any liquidity problems in settling payables in the normal course of business and

repaying loans when they fall due.

Successful renewal of our loans, however, is subject to numerous risks and uncertainties.

In addition, the increasingly competitive industry conditions under which we operate may negatively impacted our results of operations

and cash flows.

Additional financing is anticipated to fund the Company’s operations in near future.

However, other than the ELOC

Agreement and the Arena Debenture Transaction (as defined in Note 15 – Subsequent Events), there are no current agreements or understandings

with regard to the form, time or amount of such financing and there is no assurance that any of this financing can be obtained or that

the Company can continue as a going concern.

The consolidated financial statements

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The accompanying consolidated financial

statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the

United States of America.

statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United

States of America.

The consolidated financial statements include Reborn Coffee, Inc.

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accounts, transactions, and profits have been eliminated upon consolidation.

Going Concern

The accompanying consolidated financial

statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization

of assets and satisfaction of liabilities in the normal course of business.

The Company had an accumulated deficit of $ 16,029,487 at December

31, 2023, and had a net loss of $ 3,997,686 for the year ended December 31, 2023 and net cash used in operating activities of $ 2,790,956

for the year ended December 31, 2023.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

To support our existing and planned

business model, the Company needs to raise additional capital to fund our future operations.

The Company has not experienced any difficulty

in raising funds through loans, and has not experienced any liquidity problems in settling payables in the normal course of business

and repaying loans when they fall due.

Successful renewal of our loans, however, is subject to numerous

risks and uncertainties.

In addition, the increasingly competitive industry conditions under which we operate may negatively impacted

our results of operations and cash flows.

Additional debt financing is anticipated to fund the Company’s operations in near future.

However, there are no current agreements or understandings with regard to the form, time or amount of such financing and there is no

assurance that any of this financing can be obtained or that the Company can continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Minority Interest

Reborn owns 60 % of Reborn Malaysia

located in Kuala Lumpur with one retail coffee store under the brand name of Reborn Coffee.

For the year ended December 31, 2024, the

minority interest was not material as the store in Malaysia opened in November 2023.

Reverse Stock Split

On January 12, 2024, the Company filed

a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation to effect

a reverse stock split of its issued Common Stock in the ratio of 1-for-8 (the “Reverse Stock Split”).

The 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.

As a result of the Reverse Stock Split,

the total number of shares of common stock held by each shareholder was converted automatically into the number of whole shares of common

stock equal to (i) the number of shares of common stock held by such shareholder immediately prior to the Reverse Split, divided by (ii)

8, and then rounded up to the nearest whole number.

No fractional shares were issued, and no cash or other consideration was paid to any

Instead, the Company issued one whole share of the post-Reverse Stock Split common stock to any shareholder who otherwise

would have received a fractional share as a result of the Reverse Stock Split.

Except for the Company’s historical

financial statements and unless otherwise stated, all option, share, and per share information gives effect to the Reverse Stock Split.

Segment Reporting

FASB ASC Topic 280, Segment Reporting,

requires public companies to report financial and descriptive information about their reportable operating segments.

The Company’s

management identifies operating segments based on how the Company’s management internally evaluate separate financial information,

business activities and management responsibility.

At the current time, the Company has only one reportable segment, consisting

of both the wholesale and retail sales of coffee, water, and other beverages.

The Company’s franchisor subsidiary was not material

as of and for the years ended December 31, 2024 and 2023.

The Company generates revenues from

two geographic areas, consisting of North America and Asia.

The following enterprise-wide disclosure is prepared on a basis consistent

with the preparation of the consolidated financial statements.

The following table contains certain financial information by geographic

Years Ended December 31,

North America

Total net sales

Long-lived asset, net:

North America

Total long-lived asset, net

Use of Estimates

The preparation of consolidated financial

statements in conformity with accounting principles generally accepted in the United States (“U.S.

GAAP”) requires the Company

to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes.

Such estimates include accounts receivables, accrued liabilities, income taxes, long-lived assets, and deferred tax valuation allowances.

These estimates generally involve complex issues and require management to make judgments, involve analysis of historical and future

trends that can require extended periods of time to resolve, and are subject to change from period to period.

In all cases, actual results

could differ materially from estimates.

statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in our consolidated

financial statements and the accompanying notes.

Such estimates include accounts receivables, accrued liabilities, income taxes, long-lived

assets, and deferred tax valuation allowances.

These estimates generally involve complex issues and require management to make judgments,

involve analysis of historical and future trends that can require extended periods of time to resolve, and are subject to change from

period to period.

In all cases, actual results could differ materially from estimates.

Foreign Currency Translations

The Company has wholly owned subsidiaries

in foreign countries, South Korea and Malaysia.

Fluctuations in foreign currency impact the amount of total assets, liabilities, earnings

and cash flows that the Company report for foreign subsidiaries upon the translation of these amounts into U.S.

Dollars for, and as of

the end of, each reporting period.

In particular, the strengthening of the U.S.

Dollar generally will reduce the reported amount of our

foreign-denominated cash, cash equivalents, total revenues and total expense that we translate into U.S.

Dollars and report in the Company’s

consolidated financial statements for, and as of the end of, each reporting period.

However, a majority of the Company’s consolidated

revenue is denominated in U.S.

Dollars, and therefore, the Company’s revenue is not directly subject to foreign currency risk.

In accordance with FASB ASC 830, “Foreign

Currency Matters”, when an operation has transactions denominated in a currency other than its functional currency, they are measured

in the functional currency.

Changes in the expected functional currency cash flows caused by changes in exchange rates are included in

net income for the period.

Revenue Recognition

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with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.

The Company’s net

revenue primarily consists of revenues from its retail stores and wholesale and online store.

Accordingly, the Company recognizes revenue

The Company’s net revenue

primarily consists of revenues from its retail stores and wholesale and online store.

Accordingly, the Company recognizes revenue as follows:

● Retail Store Revenue

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Royalty fee is based on a percentage of franchisee’s weekly gross sales revenue at 5 %.

The Company recognizes the fee as the underlying

The Company recorded revenue from royalties of $ 0 for the years ended December 31, 2023 and 2022.

Other fees are earned as

incurred and the Company did not have any other fee revenue for the years ended December 31, 2023 and 2022.

● Customer Loyalty Program

The Company has a loyalty program whereby a customer receives a discounted

or free beverage after a number of prior purchases.

The costs of providing the reward are recognized when incurred and there is

no revenue allocated for original purchases to the provision of the reward since the program is not significant and the usage is uncertain.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company recognizes the fee as the underlying sales occur.

Revenues from royalties and other fees were not material for the years ended December 31, 2024 and 2023.

Cost of Sales

Product, food and drink costs – stores and cost of sales –

wholesale and online primarily include the costs of ingredients of food and beverage sold and related supplies used in customer service.

Product, food and drink costs –

stores and cost of sales – wholesale and online primarily include the costs of ingredients of food and beverage sold and related

supplies used in customer service.

The wholesale and online sales also include costs of packaging and shipping.

Shipping and Handling Costs

The Company incurred freight out costs, which are primarily included

in the Company’s cost of sales – wholesale and online.

Freight in costs, when attached to a specific purchase, are included

as a component of the cost of the purchased goods and materials items and allocated to accounts in accordance with the nature of the goods.

When the freight in costs are not allocable to an individual purchase or are more significant, they are recorded to a freight and shipping

account within cost of sales.

The Company incurred freight out costs,

which are primarily included in the Company’s cost of sales – wholesale and online.

Freight in costs, when attached

to a specific purchase, are included as a component of the cost of the purchased goods and materials items and allocated to accounts in

accordance with the nature of the goods.

When the freight in costs are not allocable to an individual purchase or are more significant,

they are recorded to a freight and shipping account within cost of sales.

General and Administrative Expense

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Advertising costs are expensed as incurred.

Advertising expenses amounted to $ 71,072 and $ 52,688 for the years ended December 31, 2023 and 2022, respectively, and is recorded under

general and administrative expenses in the accompanying consolidated statements of operations.

Advertising expenses amounted to $ 173,577 and $ 71,072 for the years ended December 31, 2024 and 2023, respectively, and is recorded

under general and administrative expenses in the accompanying consolidated statements of operations.

Pre-opening Costs

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At December 31, 2024 and 2023, allowance for doubtful accounts was zero .

does not have any off-balance sheet exposure related to its customers.

The Company does not have any off-balance sheet exposure related to its customers.

Inventories consisted primarily of

coffee beans, drink products, and supplies which are recorded at cost or at net realizable value.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

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Finance lease charges are split, where amortization

of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense (Note 11).

of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense.

Earnings Per Share

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excludes common stock equivalents, because their inclusion would be anti-dilutive.

The Company did not have any dilutive shares for the years

ended December 31, 2023 and 2022.

Segment Reporting

FASB ASC Topic 280, Segment Reporting,

requires public companies to report financial and descriptive information about their reportable operating segments.

The Company’s

management identifies operating segments based on how the Company’s management internally evaluate separate financial information,

business activities and management responsibility.

At the current time, the Company has only one reportable segment, consisting of both

the wholesale and retail sales of coffee, water, and other beverages.

The Company’s franchisor subsidiary was not material as of

and for the years ended December 31, 2023 and 2022.

The Company did not have any dilutive

shares for the years ended December 31, 2024 and 2023.

Long-lived Assets

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that the long-lived assets are impaired.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

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and liabilities at fair value, which is defined under the applicable accounting standards as the exchange price that would be received

for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability

in an orderly transaction between market participants on the measure date.

The Company uses valuation techniques to measure fair value,

maximizing the use of observable outputs and minimizing the use of unobservable inputs.

The standard describes a fair value hierarchy

based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure

fair value which are the following:

Level 1 – Quoted prices in active markets for identical

assets or liabilities.

for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in

an orderly transaction between market participants on the measure date.

The Company uses valuation techniques to measure fair value, maximizing

the use of observable outputs and minimizing the use of unobservable inputs.

The standard describes a fair value hierarchy based on three

levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which

are the following:

Level 1 – Quoted prices in active

markets for identical assets or liabilities.

Level 2 – Inputs other than Level

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that are not active;

or other inputs that are observable or can be corroborated by observable market data for substantially the full

term of the assets or liabilities.

or other inputs that are observable or can be corroborated by observable market data for substantially the full term

of the assets or liabilities.

Level 3 – Inputs include management’s

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performs ongoing credit evaluations to its customers and establishes allowances when appropriate.

The Company purchases from various vendors

for its operations.

For the years ended December 31, 2023 and 2022, no purchases from any vendors accounted for a significant amount of

the Company’s bean coffee purchases.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company purchases from various

vendors for its operations.

For the years ended December 31, 2024 and 2023, no purchases from any vendors accounted for a significant

amount of the Company’s bean coffee purchases.

Related Parties

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policies of the Company.

Significant Recent Developments Regarding COVID-19

Significant Recent Developments

Regarding COVID-19

The novel coronavirus (“COVID-19”)

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2016-13 on its consolidated financial statements.

Other recently issued accounting updates are not expected

to have a material impact on the Company’s consolidated financial statements.

Other recently issued accounting updates

are not expected to have a material impact on the Company’s consolidated financial statements.

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Property and equipment consisted of

the following:

Furniture and equipment

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( 1,501,394 )

( 1,110,131 )

Total property and equipment, net

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LOANS PAYABLE TO FINANCIAL INSITUTIONS

Loans payable to financial institutions consist

of the followings:

Loan agreement with principal amount of $ 140,954 and repayment rate of 20.5 % for a total of $ 124,430 .

The loan payable matures in February 2024

Loans payable to financial institutions consisted of the

December 31, 2024 2023

Loan agreements with principal amount of $ 960,777 and repayment rate of 14.75 % to 20.0 % for a total of $ 845,484 .

The loans payable mature on various dates in 2025.

$ 111,300 1,005,442

Loan agreement with principal amount of $ 140,954 with an interest rate of 30.0 % per annum with a maturity date on May 31, 2024 -

Total loan payable 111,300 1,126,499

current portion ( 111,300 ) ( 791,352 )

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LOAN PAYABLE TO OTHER

On December 27, 2023, the Company entered into

a short-term borrowing agreement with a private party for a principal amount of $ 300,000 with a monthly interest of $ 9,000 .

payable matures on March 31, 2024 .

Loans payable to others consisted of the following:

December 31, 2024 2023

December 2023 - Loan agreement with principal amount of $ 300,000 and repayment rate of 5.5 % per annum.

The loan payable matures in February 2024 $ -

June 2023 – Loan agreements with principal amount of $ 500,000 and repayment rate of 12.0 % per annum.

The loans payable mature on various dates in 2025 234,509 309,027

April 2024 ($ 275,000 ) - Loan amount of $275,000 with total payback of $ 365,750 with monthly payment of $ 9,144 until fully paid 63,998 -

November 2024 ($ 140,000 ) - Loan amount of $140,000 with total payback of $ 175,932 with monthly payment of $ 6,767 until fully paid 128,566 -

Total loan payable to others 427,073 609,027

current portion ( 427,073 ) ( 609,027 )

Total loan payable to others, net of current $ -

December 2023 - $ 300,000

On December 27, 2023, the Company entered

into a short-term borrowing agreement with a private party for a principal amount of $ 300,000 with interest rate at 5.5 % per annum.

The loan payable matures on February 2024 .

LOAN PAYABLE TO SHAREHOLDER

Loans payable to shareholders consisted of the following:

Borrowings from shareholder and chairman of the Company, Farooq Arjomand, bearing no interest and due upon demand.

Total loan payable

current portion

Total loan payable, net of current

In October 2023, the Company borrowed

$ 100,000 from a shareholder and Chairman of the Company, Farooq M.

The amount is due upon demand and bears no interest.

LOAN PAYABLE, EMERGENCY INJURY DISASTER LOAN (EIDL)

Loans payable, Emergency Injury Disaster Loan (EIDL) consisted

of the following:

December 31, 2024 2023

May 16, 2020 ($ 150,000 ) - Loan agreement with principal amount of $150,00 with an interest rate of 3.75 % and maturity date on May 16, 2050

$ 150,000 $ 150,000

June 28, 2021 ($ 350,000 ) – Loan agreement with principal amount of $ 350,000 with an interest rate of 3.75 % and maturity date on May 18, 2050 350,000 350,000

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years from the date of the SBA Loan.

In connection therewith, the Company also received a $ 10,000 grant, which does not have to be repaid.

During the year ended December 31, 2020, $ 10,000 was recorded in Economy injury disaster loan (EIDL) grant income in the Statements of

The schedule of payments on this loan was later deferred to commence 24 months from the date of loan, which was May 2022.

In connection therewith, the Company also received a $ 10,000 grant, which does not have to be

During the year ended December 31, 2020, $ 10,000 was recorded in Economy injury disaster loan (EIDL) grant income in the

Statements of Operations.

The schedule of payments on this loan was later deferred to commence 24 months from the date of loan, which

was May 2022.

In connection therewith, the Company

executed (i) a loan for the benefit of the SBA (the “SBA Loan”), which contains customary events of default and (ii) a Security

Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains

customary events of default (the “SBA Security Agreement”).

Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary

events of default (the “SBA Security Agreement”).

June 28, 2021 – $ 350,000

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of $ 500,000 , with proceeds to be used for working capital purposes.

Interest accrues at the rate of 3.75 % per annum and will accrue only

on funds actually advanced from the date of each advance.

Installment payments, including principal and interest, are due monthly beginning

April 16, 2022 (twenty four months from the original date of the SBA Loan) in the amount of $ 2,505 .

The balance of principal and interest

is payable thirty years from the original date of the SBA Loan.

Interest accrues at the rate of 3.75 % per annum and will accrue

only on funds actually advanced from the date of each advance.

Installment payments, including principal and interest, are due monthly

beginning April 16, 2022 (twenty four months from the original date of the SBA Loan) in the amount of $ 2,505 .

The balance of principal

and interest is payable thirty years from the original date of the SBA Loan.

LOAN PAYABLE, PAYROLL PROTECTION LOAN PROGRAM (PPP)

Loans payable, Payroll Protection Loan Program (PPP) consisted

of the following:

Loan payable from Payroll protection program (PPP)

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Small Business Administration (the “SBA”).

The interest rate of

the loan is 1.00 % per annum and accrues on the unpaid principal balance computed on the basis of the actual number of days elapsed in

The interest rate of the

loan is 1.00 % per annum and accrues on the unpaid principal balance computed on the basis of the actual number of days elapsed in

a year of 360 days.

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the PPP Loan, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company.

terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the

Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and

any payments of mortgage interest, rent, and utilities.

Under the terms

of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP.

Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments

of mortgage interest, rent, and utilities.

Recent modifications to the PPP by the U.S.

Treasury and Congress have extended

the time period for loan forgiveness beyond the original eight-week period, making it possible for the Company to apply for forgiveness

of its PPP loan.

Treasury and Congress have extended the time period

for loan forgiveness beyond the original eight-week period, making it possible for the Company to apply for forgiveness of its PPP loan.

Total income tax (benefit) expense consists of the following:

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Total tax provision (benefit)

INCOME TAX (continued)

A reconciliation of the Company’s effective tax rate to the

statutory federal rate is as follows:

A reconciliation of the Company’s

effective tax rate to the statutory federal rate is as follows:

Statutory federal rate

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Effective tax rate

The income tax benefit differs from the amount

computed by applying the U.S.

federal statutory tax rate of 21 % and California state income taxes of 6.98 % due to the change in the valuation

Deferred tax assets

The income tax benefit differs from

the amount computed by applying the U.S.

federal statutory tax rate of 21 % and California state income taxes of 6.98 % due to

the change in the valuation allowance.

Deferred tax assets:

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The components of deferred tax assets and liabilities are as follows:

As of December 31, 2023, the Company had available net operating loss

carryovers of approximately $ 3,355,000 .

Per the Tax Cuts and Jobs Act (TCJA) implemented in 2018, the two-year carryback provision was

removed and now allows for an indefinite carryforward period.

The carryforwards are limited to 80 % of each subsequent year’s net

As a result, net operating loss may be applied against future taxable income and expires at various dates subject to certain limitations.

The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation

allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may

not be realized.

As of December 31, 2024, the Company

had available net operating loss carryovers of approximately $ 9.5 million.

Per the Tax Cuts and Jobs Act (TCJA) implemented in 2018, the

two-year carryback provision was removed and now allows for an indefinite carryforward period.

The carryforwards are limited to 80 %

of each subsequent year’s net income.

As a result, net operating loss may be applied against future taxable income and expires at

various dates subject to certain limitations.

The Company has a deferred tax asset arising substantially from the benefits of such net

operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely

than not that some or all of the deferred tax asset may not be realized.

The Company files income tax returns

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As of December 31, 2024 and December 31, 2023, the Company has no accrued interest or penalties related to uncertain tax positions.

As of December 31, 2023, the Company had cumulative net operating loss

carryforwards for federal tax purposes of approximately $ 3,354,545 .

In addition, the Company had state tax net operating loss carryforwards

of the same amount.

The carryforwards may be applied against future taxable income and expires at various dates subject to certain limitations.

As of December 31, 2024, the Company

had cumulative net operating loss carryforwards for federal tax purposes of approximately $ 9.5 million.

In addition, the Company had state

tax net operating loss carryforwards of the same amount.

The carryforwards may be applied against future taxable income and expires at

various dates subject to certain limitations.

COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company entered into the following operating facility

Brea - On September 1, 2018, the Company entered into an operating facility lease for its corporate office located in Brea, California with a term of 72 months and an option to extend.

The lease started on September 2018 and expires in August 2024.

La Floresta - On July 25, 2016, the Company entered into an operating facility lease for its store located at La Floresta Shopping Village in Brea, California with a term of 60 months and an option to extend.

The lease started in July 2016 and expiration date was extended to November 2024.

La Crescenta - On May 2017, the Company entered into an operating facility lease for its store located in La Crescenta, California with 120 months term with option to extend.

The Company entered into the following

operating facility leases:

(Corporate office) – On June 28, 2023, the Company entered into an operating facility lease for its corporate office

located in Brea, California with term of 36 months at $ 21,500 per month.

The lease started on July 2023 and expires in June

Floresta – On July 25, 2016, the Company entered into an operating lease agreement for its store located at La

Floresta Shopping Village in Brea, California, with a term of 60 months and an option to extend.

The lease commenced in July 2016

and was initially set to expire in November 2024 .

The lease has since been extended through November 30, 2029.

Crescenta - On May 2017, the Company entered into an operating facility lease for its store located in La Crescenta,

California with 120 months term with option to extend.

The lease started on May 2017 and expires in May 2027.

The Company entered into non-cancellable lease agreement for a coffee shop approximately 1,607 square feet located in La Crescenta, California commencing in May 2017 and expiring in April 2027.

The Company entered

into non-cancellable lease agreement for a coffee shop approximately 1,607 square feet located in La Crescenta, California

commencing in May 2017 and expiring in April 2027 .

The monthly lease payment under the lease agreement approximately $ 6,026 .

Corona Del Mar - On January 18, 2023, the Company

renewed its retail store in Corona Del Mar, California.

As part of that lease renewal, the Company renewed the original operating lease

with 60 months term with an option to extend.

The lease expires in January 2028.

The monthly lease payment under the renewed lease agreement

is approximately $ 5,001 .

Laguna Woods - On February 12, 2021, the Company

entered into an operating facility lease for its store located at Home Depot Center in Laguna Woods, California with a term of 60 months

and an option to extend.

The lease started in June 2021 and expires in May 2026.

Manhattan Village - On March

1, 2022, the Company entered into an operating facility lease for its store located at Manhattan Beach, California with 60 months term

with option to extend.

The lease started in March 2022 and expires in February 2027.

Cabazon - On May 2017, the

Company entered into an operating facility lease for its store located in Cabazon, California with 120 months term with option to extend.

The lease started in November 2022 and expires in October 2032.

The Company entered into non-cancellable lease agreement for a coffee

shop approximately 1,734 square feet located in Cabazon, California commencing in November 2022 and expiring in November 2032.

lease payment under the lease agreement is approximately $ 6,521 .

Huntington Beach - On October

7, 2022, the Company entered into an operating facility lease for its store located at Huntington Beach, California with a 124 months

term with option to extend.

Del Mar - On January 18, 2023, the Company renewed its retail store in Corona Del Mar, 1California.

that lease renewal, the Company renewed the original operating lease with 60 months term with an option to extend.

The lease expires

in January 2028 .

The monthly lease payment under the renewed lease agreement is approximately $ 5,001 .

Woods - On February 12, 2021, the Company entered into an operating facility lease for its store located at

Home Depot Center in Laguna Woods, California with a term of 60 months and an option to extend.

The lease started in June 2021 and

expires in May 2026.

Manhattan Village - On March 1, 2022, the Company entered into an operating facility

lease for its store located at Manhattan Beach, California with 60 months term with option to extend.

The lease started in March

2022 and expires in February 2027 .

Huntington Beach - On October 7, 2022, the Company entered into an

operating facility lease for its store located at Huntington Beach, California with a 124 months term with option to

The lease started in November 2021 and expires in February 2032 .

Santa Anita - On December 22, 2020,

the Company entered into an operating facility lease for its store located at Arcadia, California with 36 months term with option to extend.

The lease started in February 2021 and expires in January 2024.

Riverside - On February 4,

2021, the Company entered into an operating facility lease for its store located at Galleria at Tyler in Riverside, California with a

term of 84 months and an option to extend.

Riverside - On

February 4, 2021, the Company entered into an operating facility lease for its store located at Galleria at Tyler in Riverside,

California with a term of 84 months and an option to extend.

The lease started in April 2021 and expires in March 2028 .

San Francisco - On December

22, 2020, the Company entered into an operating facility lease for its store located at Stonestown Galleria in San Francisco, California

with a term of 84 months with an option to extend.

The lease started in June 2021 and expires in April 2028.

Intersect in Irvine - On October 1, 2022 the Company

entered into a percentage base lease agreement for the store located in Irvine, California with 9 months term with option to extend.

lease started in October 2022 and expires on December 31, 2023 with an execution of extension.

The rate to be used is 10 % and it’s

based on monthly gross sales.

Diamond Bar – On March

20, 2023, the Company entered into an operating facility lease for its store located at Diamond Bar, California which matures on March

Intersect in Irvine - On October 1, 2022 the Company entered into a percentage base lease agreement for the store

located in Irvine, California with 9 months term with option to extend.

The lease started in October 2022 and expires on December

31, 2023 with an execution of extension.

The rate to be used is 10 % and it’s based on monthly gross sales.

Bar – On March 20, 2023, the Company entered into an operating facility lease for its store located at Diamond

Bar, California which matures on March 31, 2027 .

The monthly lease payment under the lease agreement is approximately $ 5,900 .

Anaheim - On March 3, 2023, the Company entered

into an operating facility lease for its store located at Anaheim, California with 120 months term with option to extend.

The lease started

in March 2023 and expires in February 2033.

COMMITMENTS AND CONTINGENCIES (continued)

On March 3, 2023, the Company entered into an operating facility lease for its store located at Anaheim, California

with 120 months term with option to extend.

The lease started in March 2023 and expires in February 2033 .

– On December 1, 2024, the Company entered into an operating lease agreement for its store located in Pasadena, California.

The lease has a term of 120 months ( 10 years), with an option to extend.

The lease commenced on December 1, 2024 and is set to

expire in December 2034 .

Operating lease right-of-use (“ROU”)

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of lease expense were as follows:

Year ended December 31,

Years ended December 31, 2024 2023

Operating lease expense $ 1,156,809 $ 1,315,541

Total lease expense $ 1,156,809 $ 1,315,541

In accordance with ASC 842, other information related to

leases was as follows:

Year ended December 31,

In accordance with ASC 842, other information

related to leases was as follows:

Years ended December 31, 2024 2023

Operating cash flows from operating leases $ 1,102,901 $ 1,300,280

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Weighted-average discount rate—operating leases

In accordance with ASC 842, maturities of operating lease

liabilities as of December 31, 2023 were as follows:

For the years ended December 31,

In accordance with ASC 842, maturities

of operating lease liabilities as of December 31, 2024 were as follows:

For the years ended December 31, Lease

2025 $ 1,076,410

Thereafter 911,122

Total undiscounted cash flows $ 3,702,536

Reconciliation of lease liabilities:

Weighted-average remaining lease terms

Weighted-average remaining lease terms 5.1 years

Weighted-average discount rate 9.8 %

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Contingencies

The Company is subject to various legal proceedings from time to time

as part of its business.

As of December 31, 2023, the Company was not currently party to any legal proceedings or threatened legal proceedings,

the adverse outcome of which, individually or in the aggregate, it believes would have a material adverse effect on its business, financial

condition and results of operations.

The Company is subject to various legal

proceedings from time to time as part of its business.

As of December 31, 2024, the Company was not currently party to any legal proceedings

or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, it believes would have a material adverse

effect on its business, financial condition and results of operations.

SHAREHOLDERS’ EQUITY

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and have outstanding at any one time 40,000,000 share of common stock with a par value of $ 0.0001 per share.

The shareholders of common

stock shall be entitled to one vote per share and dividends declared by the Company’s Board of Directors.

The shareholders

of common stock shall be entitled to one vote per share and dividends declared by the Company’s Board of Directors.

Preferred Stock

The Company has authorization to issue and have outstanding at any

one time 1,000,000 share of preferred stock with a par value of $ 0.0001 per share, in one or more classes or series within a class as

may be determined by our board of directors, who establish, from time to time, the number of shares to be included in each class or series,

fix the designation, powers, preferences and rights of the shares of each such class or series and any qualifications, limitations or

restrictions thereof.

Any preferred stock so issued is senior to other existing classes of common stock with respect to the payment of

dividends or amounts upon liquidation or dissolution.

As of December 31, 2023 and 2022, no shares of our preferred stock had been designated

any rights and we had no shares of preferred stock issued and outstanding.

Issuance of Common Stock in Settlement of Antidilution

In May 2018, the Company had entered

into a share exchange agreement wherein Capax, Inc., the predecessor entity of Reborn Coffee, Inc.

(“Capax”) effectively

merged with Reborn Global Holdings, Inc.

The Company has authorization to issue

and have outstanding at any one time 1,000,000 share of preferred stock with a par value of $ 0.0001 per share, in one or

more classes or series within a class as may be determined by our board of directors, who establish, from time to time, the number of

shares to be included in each class or series, fix the designation, powers, preferences and rights of the shares of each such class or

series and any qualifications, limitations or restrictions thereof.

Any preferred stock so issued is senior to other existing classes

of common stock with respect to the payment of dividends or amounts upon liquidation or dissolution.

As of December 31, 2024 and 2023, no shares

of our preferred stock had been designated any rights and we had no shares of preferred stock issued and outstanding.

Issuance of Common Stock in Settlement

of Antidilution Provisions

In May 2018, the Company entered into

a share exchange agreement wherein Capax, Inc., the predecessor entity of Reborn Coffee, Inc.

(“Capax”) effectively merged

with Reborn Global Holdings, Inc.

to form the Company.

In this share exchange agreement, the preexisting shareholder of Capax

were provided covenants that for a period of one year following the date upon which the Company is approved for quotation or trading

on a public exchange (“IPO”), the percentage of ownership of the prior shareholders of Capax would not be less than the 5 %

of the total number of shares of voting common stock outstanding of the Company that they owned following the share exchange.

event the ownership of the pre-merger shareholders of Capax fell below 5 %, the Company was obligated to issue that number of shares of

common stock to those shareholders which would increase the ownership of all of the Pre-Merger Shareholders to five percent ( 5 %) of the

total outstanding voting common shares of the Company.

During the year ended December 31, 2021, the Company issued 325,495 shares

of common stock under these provisions.

In this share exchange agreement, the preexisting shareholder of Capax were provided

covenants that for a period of one year following the date upon which the Company is approved for quotation or trading on a public exchange

(“IPO”), the percentage of ownership of the prior shareholders of Capax would not be less than the 5 % of the total number

of shares of voting common stock outstanding of the Company that they owned following the share exchange.

In the event the ownership of

the pre-merger shareholders of Capax fell below 5 %, the Company was obligated to issue that number of shares of common stock to those

shareholders which would increase the ownership of all of the Pre-Merger Shareholders to five percent ( 5 %) of the total outstanding voting

common shares of the Company.

During the year ended December 31, 2021, the Company issued 325,495 shares of common stock

under these provisions.

On January 25, 2022, the Company modified

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any additional shares subsequent to December 31, 2021.

Initial Public Offering

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 were 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 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.

SHAREHOLDERS’ EQUITY (continued)

Stock Compensation

The Company issued a total of 100,000 shares of common stock to employees

and consultants for compensation.

These shares were valued at $ 2.85 per share for total stock-based compensation expense of $ 285,000 .

These shares were fully vested at issuance and as such the related stock-based compensation was recognized immediately.

The Company issued a total of 100,000 shares

of common stock to employees and consultants for compensation during 2023.

These shares were valued at $ 2.85 per share for total

stock-based compensation expense of $ 285,000 .

These shares were fully vested at issuance and as such the related stock-based compensation

was recognized immediately.

The Company issued 57,512 shares of

common stock to consultants for services during 2024.

These shares were valued at trading value at the time of services completed and

at the time of issuance and recorded as stock-based compensation of $ 187,152 for the year ended December 31, 2024.

These shares were fully

vested at issuance and as such the related stock-based compensation was recognized immediately.

The Company issued 267,370 shares of

common stock to employees for compensation during 2024.

These shares were valued at trading value at the time of issuance and recorded

as stock-based compensation of $ 600,061 for the year ended December 31, 2024.

These shares were fully vested at issuance and as such the

related stock-based compensation was recognized immediately.

Common Stock Issuable

The Company received $ 1,470,000 from

three non-accredited investors who subscribed to 294,000 of common shares at the end of 2024 under the subscription agreement.

have not been registered and is recorded as common stock issuable as of December 31, 2024.

Dividend policy

Dividends are paid at the discretion of the Board of Directors.

were no dividends declared for the years ended December 31, 2023 and 2022, respectively.

Dividends are paid at the discretion

of the Board of Directors.

There were no dividends declared for the years ended December 31, 2024 and 2023, respectively.

EARNINGS PER SHARE

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common shares consist of stock options outstanding (using the treasury method).

The following table sets forth the computation of basic

and diluted net income per common share:

Years Ending December 31,

The following table sets forth the

computation of basic and diluted net income per common share:

Years Ended December 31,

$ ( 4,805,948 )

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Weighted Average Shares of Common Stock Outstanding

Years Ending December 31,

Earnings Per Share - Basic

Net Loss Per Share

Earnings Per Share - Diluted

Net Loss Per Share

RELATED PARTY TRANSACTIONS

The Company had the following related party transactions:

● In October 2023, the Company borrowed $ 100,000 from a shareholder and Chairman of the Company, Farooq M.

The amount is due upon demand and bears no interest.

● In June 2023, the Company entered into a facility lease agreement for corporate office located in Brea, California with DRE, Inc., a company owned by the Board of Director of the Company.

The lease has 60 months term and expires in June 2029 .

● On January 10, 2024, the Company entered into a securities subscription agreement with Farooq M.

Arjomand, the Chairman of the Company’s Board of Directors.

Pursuant to the securities subscription agreement, the Company offered and sold to Mr.

Arjomand a total of 1,666,667 shares of the Company’s common stock at a purchase price of $ 0.60 per share, for aggregate gross proceeds of approximately $ 1 million.

SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after

December 31, 2023 up through the date the consolidated financial statements were available to be issued.

Based upon the evaluation, except

as disclosed below or within the footnotes, the Company did not identify any recognized or non-recognized subsequent events that would

have required adjustment or disclosure in the consolidated financial statements as of and for the year ended December 31, 2023.

On January 22, 2024, the Company effectuated a reverse stock

split of its issued common stock, par value $ 0.0001 , in the ratio of 1-for-8.

In March 2024, the Company closed stores located in Irvine, Cabazon

and San Francisco, California.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

The Company evaluated all events or

transactions that occurred after December 31, 2024 up through the date the consolidated financial statements were available to be issued.

Based upon the evaluation, except as disclosed below or within the footnotes, the Company did not identify any recognized or non-recognized

subsequent events that would have required adjustment or disclosure in the consolidated financial statements as of and for the year ended

December 31, 2024 except as follows:

January 6, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor

(the “Investor”), pursuant to which the Company issued and sold to the Investor a promissory note (the “Note”)

in the original principal amount of $ 121,900 .

The Investor paid a purchase price of $ 106,000 to the Company for the Note.

The Note incurred

a one-time interest charge of 14 %, applied on the date of issuance to the principal amount;

provided, however, that the Note will also

bear interest at a rate of 22 % per annum if any amount thereunder is not paid when due.

Beginning on July 15, 2025, the Company is required

to make a payment of $ 69,483 on the Note, and continuing on the same day of each successive calendar month thereafter, the Company is

required to make installment payments on the Note of $ 17,370.75 until it is fully repaid or the Investor has converted the outstanding

balance into shares of the Company’s common stock.

At any time after the occurrence of an event of default, subject to certain

ownership limitations, the Investor may convert any portion of the outstanding and unpaid principal, interest, or other amounts outstanding

under the Note into common stock at a price equal to 75 % of the lowest trading price of the common stock on Nasdaq during the ten trading

days prior to the conversion.

● On February 6, 2025, Reborn Coffee, Inc.

(the “Company”)

entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with the purchasers named therein (the “Arena

Under the Securities Purchase Agreement, the Company will issue 10 % original issue discount secured convertible debentures

(“Debentures”) in a principal amount of up to $ 10,000,000 , divided into up to four separate tranches that are each subject

to certain closing conditions (the “Offering”).

The conversion price per share of each Debenture, subject to adjustment as

provided therein, is equal to 92.5 % of the lowest daily VWAP (as defined in the Debentures) of the Company’s shares of common stock,

par value $ 0.0001 per share (“Common Stock”) during the five trading day period ending on the trading day immediately prior

to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures).

The Debentures accrue interest at

a rate of 10 % per annum paid in kind, unless there is an event of default in which case the Debentures will accrue interest at a default

Upon the consummation of the closing of each tranche, the Company will also issue common stock purchase warrants (“Warrants”)

to each Arena Investor who participates in such closing.

The Warrants will:

(i) provide for the purchase by the applicable Arena Investor

of a number of shares of Common Stock equal to 20 % of the total principal amount of the related Debenture purchased by the Arena Investor

on the applicable closing date divided by 92.5 % of the lowest daily VWAP of Common Stock for the five consecutive trading day period

ended on the last trading day immediately preceding such closing date and (ii) be exercisable at an exercise price equal to 92.5 % of

the average of the lowest daily VWAP of the Common Stock over the consecutive trading days immediately preceding the delivery of the

applicable Notice of Exercise (as defined in the Warrants).

The closing of the first tranche was consummated on February 11, 2025 (the

“First Closing”) and the Company issued to the Arena Investors Debentures in an aggregate principal amount of $ 555,555 (the

“First Closing Debentures”).

The First Closing Debentures were sold to the Arena Investors for a purchase price of $ 500,000 ,

representing an original issue discount of ten percent ( 10 %).

The Company also issued to the Arena Investors 111,111 Warrants in connection

with the First Closing (the “First Closing Warrants’).

The closing of the second tranche was consummated on February 26, 2025 (the “Second Closing”) and the Company issued to the

Arena Investors Debentures in an aggregate principal amount of $ 1,111,111 (the “Second Closing Debentures”).

The Second Closing

Debentures were sold to the Arena Investors for a purchase price of $ 1,000,000 , representing an original issue discount of ten percent

The Company also issued to the Arena Investors 52,283 Warrants in connection with the Second Closing (the “Second Closing

The closing of the third tranche was consummated on March 28, 2025 (the “Third Closing”) and the Company issued to the Arena

Investors Debentures in an aggregate principal amount of $ 1,666,667 (the “Third Closing Debentures”).

The Third Closing Debentures

were sold to the Arena Investors for a purchase price of $ 1,500,000 , representing an original issue discount of ten percent ( 10 %).

Company also issued to the Arena Investors 91,076 Warrants in connection with the Third Closing (the “Third Closing Warrants’).

● On March 14, 2025, Reborn Coffee, Inc., (the “Company”)

and Bbang Ssaem Co.

(d/b/a Bbang Ssaem Bakery Café Korea) (“Bakery”) reached an agreement to rescind (the “Recission”)

that certain share purchase (the “Agreement”) dated November 6, 2024.

The material terms of such Agreement were disclosed

in the current report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 2, 2025.

As a result of

such Recission, the Agreement is deemed void from the beginning.

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Chief Executive Officer

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( Principal Financial and Accounting Officer )

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934,

this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer

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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 9A. Controls and Procedures