United States securities and exchange commission logo





                            August 8, 2022

       Jay Kim
       Chief Executive Officer
       Reborn Coffee, Inc.
       580 N. Berry Street
       Brea, CA 92821

                                                        Re: Reborn Coffee, Inc.
                                                            Amendment No. 5 to
Registration Statement on Form S-1
                                                            Filed August 1,
2022
                                                            File No. 333-261937

       Dear Mr. Kim:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
29, 2022 letter.

       Amendment No. 5 to Form S-1 filed August 1, 2022

       Capitalization, page 49

   1.                                                   Please remove your pro
forma-as adjusted with over-allotment option column which
                                                        includes the
underwriters over-allotment.
       Dilution, page 50

   2.                                                   Please remove your
tabular disclosure which includes the exercise of the underwriters
                                                        over-allotment.
 Jay Kim
FirstName  LastNameJay Kim
Reborn Coffee, Inc.
Comapany
August     NameReborn Coffee, Inc.
       8, 2022
August
Page 2 8, 2022 Page 2
FirstName LastName
Historical Consolidated Financial and Other Data
Other Financial and Operating Data, page 52

3.       We note your updated disclosure in response to comment 3 and re-issue
in part. With
         reference to comment 4 of our letter dated July 14, 2022, we requested
clarification as to
         how you were able to calculate Comparable location sales growth
percentages for the
         Three Months Ended March 31, 2022 when your explanation of this metric
states that you
         utilize AUV to do so and yet you state on page 57 that you do not
calculate AUV for
         interim periods. In your response to comment 4 of our letter dated
July 14, 2022, you
         added disclosure stating that a "similar metric" is used for interim
periods. Please clarify
         what metric is used for comparable locations sales growth percentage
for the Three
         Months Ended March 31, 2022 and how that metric is calculated.
Fiscal Year Ended December 31, 2021 Compared to Fiscal Year Ended December 31,
2020,
page 60

4.       We note your response to comment 4 and re-issue our comment. Please
revise the
         disclosure in this section to quantify the material drivers for the
year-over-year
         changes. We note, as one example only, that you quantify the amount of
revenue increase
         that came from new locations versus existing locations in the
discussion of March 31
         year-over-year changes, but do not include similar information in your
discussion here.
Business
Our Company, page 67

5.       We note the revisions in response to comment 1. Reference is made to
your disclosure of
         Adjusted EBITDA margins on page 67. Please revise your disclosure to
reflect net loss
         margins as the comparable GAAP measures with equal or greater
prominence. Refer
         to Question 103.02 of the Compliance and Disclosure Interpretations
for Non-GAAP
         Financial Measures.
Audited Consolidated Financial Statements
15. Restatement, page F-23

6.       We note your revisions in response to comment 6. Reference is made to
the table of
         adjustments. Please explain why there were no issuances of common
stock under the
         make-whole provision and no deemed dividend recorded in the year ended
December 31,
         2021. In this regard, we note there were share issuances in fiscal
2021. In addition,
         explain your adjustment to the weighted average shares of common stock
outstanding for
         the year ended December 31, 2020.
 Jay Kim
FirstName  LastNameJay Kim
Reborn Coffee, Inc.
Comapany
August     NameReborn Coffee, Inc.
       8, 2022
August
Page 3 8, 2022 Page 3
FirstName LastName
       You may contact Adam Phippen at 202-551-3336 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with
any other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Trade &
Services
cc:      Matthew Ogurick