Reborn
Coffee, Inc.
580 N. Berry Street
Brea, CA 92821
September 10, 2025
VIA EDGAR
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Reborn Coffee, Inc.
Request to Withdraw Registration Statement on Form S-1
File No. 333-283144 |
Ladies and Gentlemen:
Pursuant to Rule 477 (“Rule
477”) under the Securities Act of 1933, as amended (the “Securities Act”), Reborn Coffee, Inc., a Delaware corporation
(the “Company”), hereby respectfully requests immediate withdrawal of its Registration Statement on Form S-1 (File No. 333-283144)
filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2024, together with all exhibits thereto
(the “Registration Statement”), with such request to be approved effective as of the date hereof or the earliest practicable
date hereafter.
The Registration Statement
was filed with the Commission primarily for the purpose of registering a direct primary offering of shares of the Company’s common
stock. The Company requests the withdrawal of the Registration Statement because the public offering that was contemplated therein was
never commenced nor consummated.
The Company confirms that
no securities have been offered or sold pursuant to Registration Statement.
The Company also requests
that, in accordance with Rule 457(p) of the Securities Act, all fees paid to the SEC in connection with the filing of the Registration
Statement be credited for future use.
The Company respectfully
requests your assistance in this matter. If you have any questions regarding this application for withdrawal, please contact, Mr. Matthew
Ogurick of Pryor Cashman LLP, at (212) 326-0243.
| |
/s/ Jay Kim |
| |
Name: |
Jay Kim |
| |
Title: |
Chief Executive Officer |
