[SCHEDULE 13G/A] Reborn Coffee, Inc. SEC Filing

Rhea-AI Filing Summary

Arena-affiliated funds disclosed beneficial ownership in Reborn Coffee, Inc. (REBN) as of June 30, 2025. Arena Investors, LP and Arena Investors GP, LLC report ownership of 533,764 shares, representing 9.99% of the outstanding common stock. Arena Business Solutions Global SPC II, LTD. reports 494,084 shares (9.3%). Two other Arena funds report smaller holdings of 33,166 shares (0.6%) and 12,704 shares (0.2%). The filing states the share counts include common stock underlying derivative securities exercisable or convertible within 60 days for ASOFM2 and ASOPIII, and that total outstanding shares used to compute percentages were 5,303,306 per the issuer's disclosure on May 12, 2025. The reporting persons disclaim ownership beyond shares each directly beneficially owns.

Positive

• Arena Investors, LP and Arena Investors GP, LLC report a sizable stake of 533,764 shares, representing 9.99% of REBN.
• Arena Business Solutions Global SPC II, LTD. reports 494,084 shares, representing 9.3% of REBN.

Negative

• None.

Insights

Securities Analyst

TL;DR: Arena-affiliated investors hold near-double-digit stakes in REBN, disclosed via Schedule 13G/A.

The Schedule 13G/A shows coordinated reporting by multiple Arena entities that together hold significant positions in Reborn Coffee, Inc. The largest disclosed position is 533,764 shares (9.99%) held by Arena Investors, LP and related GP entity, while Arena Business Solutions Global SPC II, LTD. holds 494,084 shares (9.3%). Percentages are calculated against an outstanding share base of 5,303,306 shares reported by the issuer on May 12, 2025. The filing clarifies that certain shares are underlying derivatives exercisable or convertible within 60 days for two of the funds. This disclosure is material because stakes above 5% require public reporting and can inform investor perception of shareholder composition.

Corporate Governance Expert

TL;DR: Multiple Arena entities filed a joint Schedule 13G/A, clarifying ownership and voting/dispositive powers.

The filing identifies the roles of investment manager and various general partners and explains which entities may be deemed to beneficially own the reported shares. Each reporting person disclaims ownership beyond the shares they directly hold. The document includes a joint filing agreement as an exhibit and certifications that the positions were not acquired to influence control. For governance monitoring, the disclosure helps the company and investors track concentrated holders and potential sources of nominations or proposals.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Reborn Coffee, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

75618M305

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 75618M305

1

Names of Reporting Persons

Arena Investors, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 533,764.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 533,764.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

533,764.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 75618M305

1

Names of Reporting Persons

Arena Investors GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 533,764.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 533,764.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

533,764.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: limited liability company

SCHEDULE 13G

CUSIP No. 75618M305

1

Names of Reporting Persons

Arena Business Solutions Global SPC II, LTD.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 494,084.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 494,084.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

494,084.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 75618M305

1

Names of Reporting Persons

Arena Special Opportunities (Offshore) Master II, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 33,166.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 33,166.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

33,166.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 75618M305

1

Names of Reporting Persons

Arena Special Opportunities Partners (Offshore) GP II, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 33,166.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 33,166.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

33,166.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.6 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: limited liability company

SCHEDULE 13G

CUSIP No. 75618M305

1

Names of Reporting Persons

Arena Special Opportunities Partners III, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 12,704.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,704.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,704.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 75618M305

1

Names of Reporting Persons

Arena Special Opportunities Partners III GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 12,704.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,704.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,704.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: limited liability company

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Reborn Coffee, Inc.
(b)	Address of issuer's principal executive offices: 580 N. Berry Street, Brea, CA 92821
Item 2.
(a)	Name of person filing: This Schedule 13G is filed by the following (the "Reporting Persons"): (i) Arena Investors, LP (the "Investment Manager"), who serves as subadvisor to Arena Global (as defined below) and as investment manager to ASOFM2 and ASOPIII (each as defined below); (ii) Arena Investors GP, LLC, who serves as the general partner of the Investment Manager (the "IM General Partner"); (iii) Arena Business Solutions Global SPC II, LTD. ("Arena Global"). (iv) Arena Special Opportunities (Offshore) Master II, LP ("ASOFM2"); (v) Arena Special Opportunities Partners (Offshore) GP II, LLC, who serves as the general partner of ASOFM2 (the "ASOFM2 General Partner"); (vi) Arena Special Opportunities Partners III, LP ("ASOPIII"; and collectively with Arena Global and ASOFM2, the "Arena Funds"); and (vii) Arena Special Opportunities Partners III GP, LLC, who serves as the general partner of ASOPIII (the "ASOPIII General Partner"). The Arena Funds are private investment vehicles and directly beneficially own the Common Stock reported in this Schedule 13G. The Investment Manager and the IM General Partner may be deemed to beneficially own the Common Stock directly beneficially owned by the Arena Funds. The ASOFM2 General Partner may be deemed to beneficially own the Common Stock directly beneficially owned by ASOFM2. The ASOPIII General Partner may be deemed to beneficially own the Common Stock directly beneficially owned by ASOPIII. Each Reporting Person disclaims beneficial ownership with respect to any Common Stock other than the Common Stock directly beneficially owned by such Reporting Person.
(b)	Address or principal business office or, if none, residence: The principal business office of the Reporting Persons is 2500 Westchester Avenue, Suite 401, Purchase, New York 10577.
(c)	Citizenship: For citizenship or place of organization see Item 4 of the cover page of each Reporting Person.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 75618M305
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on June 30, 2025, the Date of Event which requires the filing of this Schedule 13G. The shares reported include the following shares of Common Stock underlying derivative securities that can be exercised/converted within 60 days of the Date of Event: (1) ASOFM2 - 33,166 shares; and (2) ASOPIII - 12,704 shares.
(b)	Percent of class: See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on: (x) 5,303,306 shares of Common Stock outstanding as of May 12, 2025 as reported by the Issuer in its Form 10-Q filed with the SEC on May 20, 2025; plus (y) the shares of Common Stock underlying the derivative securities referred to in Item 1(a)
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover page for each Reporting Person.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page for each Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page for each Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page for each Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Arena Investors, LP

Signature:	/s/ Tsering Lama
Name/Title:	Tsering Lama / Authorized Signatory
Date:	08/14/2025

Arena Investors GP, LLC

Signature:	/s/ Tsering Lama
Name/Title:	Tsering Lama / Authorized Signatory
Date:	08/14/2025

Arena Business Solutions Global SPC II, LTD.

Signature:	/s/ Tsering Lama
Name/Title:	Tsering Lama / Authorized Signatory
Date:	08/14/2025

Arena Special Opportunities (Offshore) Master II, LP

Signature:	/s/ Tsering Lama
Name/Title:	Tsering Lama / Authorized Signatory
Date:	08/14/2025

Arena Special Opportunities Partners (Offshore) GP II, LLC

Signature:	/s/ Tsering Lama
Name/Title:	Tsering Lama / Authorized Signatory
Date:	08/14/2025

Arena Special Opportunities Partners III, LP

Signature:	/s/ Tsering Lama
Name/Title:	Tsering Lama / Authorized Signatory
Date:	08/14/2025

Arena Special Opportunities Partners III GP, LLC

Signature:	/s/ Tsering Lama
Name/Title:	Tsering Lama / Authorized Signatory
Date:	08/14/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement

FAQ

How many REBN shares does Arena Investors, LP report owning?

Arena Investors, LP reports beneficial ownership of 533,764 shares, representing 9.99% of REBN's common stock.

What total outstanding share count was used to calculate the ownership percentages?

Percentages are based on 5,303,306 shares outstanding as reported by the issuer on May 12, 2025.

Which Arena entity holds 9.3% of REBN and how many shares is that?

Arena Business Solutions Global SPC II, LTD. holds 494,084 shares, representing 9.3% of the class.

Do the reported holdings include shares from derivative securities?

Yes. The filing states that shares underlying derivative securities exercisable/convertible within 60 days are included for ASOFM2 (33,166 shares) and ASOPIII (12,704 shares).

Did the filers indicate any intent to influence control of Reborn Coffee (REBN)?

No. The certification states the securities were not acquired and are not held to change or influence control of the issuer.