Reborn Coffee Files for Public Offering

TL;DR

Reborn Coffee is going public, filing its S-1 with the SEC.

AI Summary

Reborn Coffee, Inc. filed an S-1 registration statement with the SEC on September 11, 2024, to offer its securities to the public. The company, formerly known as CAPAX INC., is incorporated in Delaware and headquartered in Brea, California. This filing indicates their intent to become a publicly traded entity, though specific details on the offering size or price are not yet disclosed.

Why It Matters

This S-1 filing marks Reborn Coffee's transition towards becoming a publicly traded company, potentially opening up new avenues for capital and growth.

Risk Assessment

Risk Level: medium — As a registration statement, the S-1 provides initial details about a company seeking to become public, but lacks the extensive operational and financial history of a seasoned public company, introducing inherent uncertainties.

Key Numbers

• 333-282040 — SEC File Number (Identifies the specific SEC registration)
• 0001707910 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• Reborn Coffee, Inc. (company) — Registrant
• CAPAX INC. (company) — Former company name
• September 11, 2024 (date) — Filing date
• Stephan Kim (person) — Chief Financial Officer
• Matthew Ogurick (person) — Agent for service
• Pryor Cashman LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $0.0001 — r shares of our common stock, par value $0.0001 per share (“Common Stock”).
• $2.32 — following consideration: (i) a price of $2.32 per share for the Commitment Shares; (i
• $2.29 — ibed herein); (iii) a purchase price of $2.29 per share of Common Stock for conversio
• $3.36 — ribed herein); (iv) a purchase price of $3.36 per share of Common Stock for conversio
• $2.25 — he August Note; (v) a purchase price of $2.25 for 444,445 of the 2024 Shares purchase
• $2.75 — February 2024; (vi) a purchase price of $2.75 for 181,819 of the 2024 Shares purchase
• $3.00 — May 2024; and (vii) a purchase price of $3.00 for 200,000 of the 2024 Shares purchase
• $5,000,000 — that we may sell up to an aggregate of $5,000,000 of our Common Stock to YA II PN under t
• $3.28 — ock on Nasdaq on September 10, 2024 was $3.28 per share. As of September 10, 2024, t
• $5.00 — mon stock at a public offering price of $5.00 per share, generating gross proceeds of
• $7,200,000 — per share, generating gross proceeds of $7,200,000. Net proceeds from the IPO was approxim
• $6.2 million — proceeds from the IPO was approximately $6.2 million after deducting underwriting discounts
• $998,000 — ther offering expenses of approximately $998,000. We had granted the underwriters a 45
• $46.2 billion — in the United States is expected to be $46.2 billion. This is expected to grow due to a shif

Filing Documents

• ea0213972-s1_reborn.htm (S-1) — 549KB
• ea021397201ex5-1_reborn.htm (EX-5.1) — 22KB
• ea021397201ex23-1_reborn.htm (EX-23.1) — 2KB
• ea021397201ex23-2_reborn.htm (EX-23.2) — 2KB
• ea021397201ex-fee_reborn.htm (EX-FILING FEES) — 26KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• ex5-1_002.jpg (GRAPHIC) — 2KB
• 0001213900-24-077732.txt ( ) — 616KB

Risk Factors

Risk Factors 8 Special Note Regarding Forward-Looking Statements 13 The SEPA Transaction 14 YA Note Transaction 17 Private Placements 18

Use of Proceeds

Use of Proceeds 19 Market for Common Stock and Dividend Policy 20 Capitalization 21

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 22

Description of Securities

Description of Securities 23 Selling Stockholder 25 Plan of Distribution 27

Executive Compensation

Executive Compensation 29 Legal Matters 36 Experts 36 Incorporation of Certain Information by Reference 37 Where You Can Find More Information 38 i ABOUT THIS PROSPECTUS The registration statement on Form S-1 of which this prospectus forms a part and that we have filed with the U.S. Securities and Exchange Commission (the “SEC”), includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “ Where You Can Find More Information .” You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto, or to which we have referred you, before making your investment decision. Neither we, nor the Selling Stockholders named herein (the “Selling Stockholders”), nor any financial advisor engaged by us or the Selling Stockholders in connection with this offering, have authorized anyone to provide you with additional information or information different from that contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement having a later date, the statement in the prospectus supplement having the later date modifies or supersedes the earlier statement. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The Sell

View Full Filing

View this S-1 filing on SEC EDGAR