UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______ to ______

 Commission file number: 001-39727

 REBORN COFFEE, INC.

 (Exact name of registrant as specified in its
charter)

 Delaware

 47-4752305

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 580 N. Berry Street, Brea, CA

 92821

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (714) 784-6369

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Shares of Common Stock, $0.0001 par value per share

 REBN

 The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

 Securities registered pursuant to section 12(g)
of the Act: None.

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes
No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to § 240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the registrant's common stock held
by non-affiliates of the registrant was $ 27,855,356 based on the closing sales price on the Nasdaq Stock Market LLC on June 28, 2024,
the last business day of the registrants most recently completed second fiscal quarter.

 As of March 31, 2025, there were 4,568,508 shares of common stock,
par value $0.0001 per share, issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Page

 Cautionary Note Regarding Forward-Looking Statements

 ii

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 SIGNATURES

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") that are based on our management's beliefs
and assumptions and on information currently available to management, and which statements involve substantial risk and uncertainties.
All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our
future operating results and financial position, our business strategy and plans, market growth and trends, and objectives for future
operations are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating
performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will,"
"should," "expects," "plans," "anticipates," "could," "intends,"
"target," "projects," "contemplates," "believes," "estimates," "predicts,"
"potential," or "continue" or the negative of these words or other similar terms or expressions that concern our
expectations, strategy, plans or intentions.

 These risks and uncertainties include, among other
things, risks related to:

 the COVID-19 pandemic and its impact on our business, operations, and the markets and communities in which we and our customers operate;

 our inability to successfully identify and secure appropriate sites and timely develop and expand our operations;

 our inability to protect our brand and reputation;

 our dependence on a small number of suppliers;

 our inability to protect against security breaches of confidential customer information;

 our expectations regarding our future operating and financial performance;

 the size of our addressable markets, market share, and market trends;

 our ability to compete in our industry;

 changes in consumer tastes and nutritional and dietary trends;

 our ability to effectively manage the continued growth of our workforce and operations;

 our inability to open profitable locations;

 our failure to generate projected same location sales growth;

 the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs;

 our dependence on long-term non-cancelable leases;

 our relationship with our employees and the status of our workers;

 our inability to maintain good relationships with our future franchising partners;

 the effects of seasonal trends on our results of operations;

 our vulnerability to global financial market conditions, including the continuing effects from the recent recession;

 our ability to attract, retain, and motivate skilled personnel, including key members of our senior management;

 our vulnerability to adverse weather conditions in local or regional areas where our locations are located;

 the increased expenses associated with being a public company; and

 the other factors set forth under "Risk Factors" in this report.

 You should not rely upon forward-looking statements
as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on
our current expectations and projections about future events and trends that we believe may affect our business, financial condition,
results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties,
and other factors described in the section titled "Risk Factors" and elsewhere in this Annual Report on Form 10-K. We undertake
no obligation to update any forward-looking statements after the date of this Annual Report on Form 10-K or to conform such statements
to actual results or revised expectations, except as required by law.

 ii

 Summary Risk Factors

 Investing in our common stock involves a high
degree of risk because our business is subject to numerous risks and uncertainties, as further described below. The occurrence of any
such risks could adversely affect our business, financial condition, results of operations and prospects. The principal factors and uncertainties
that make investing in our common stock speculative or risky include, among others:

 We have incurred recurring losses and may not be profitable in the future.

 The report of the independent registered public accounting firm includes a going concern uncertainty explanatory paragraph.

 Evolving consumer preferences and tastes may adversely affect our business.

 Our financial condition and quarterly results of operations are subject to, and may be adversely affected by, a number of factors, many of which are also largely outside our control and as such our results may fluctuate significantly and may not fully reflect the underlying performance of our business.

 We may not be able to compete successfully with other coffee locations, QSRs and convenience locations, including the growing number of coffee delivery options. Intense competition in the foodservice and restaurant industry could make it more difficult to expand our business and could also have a negative impact on our operating results if customers favor our competitors or we are forced to change our pricing and other marketing strategies.

 Our failure to manage our growth effectively could harm our business and operating results.

 Our inability to identify, recruit and retain qualified individuals for our locations could slow our growth and adversely impact our ability to operate.

 Our locations are geographically concentrated in California, and we could be negatively affected by conditions specific to that region.

 iii

 Interruption of our supply chain of coffee or other ingredients, coffee machines and other restaurant equipment or packaging could affect our ability to produce or deliver our products and could negatively impact our business and profitability.

 Increases in the cost of high-quality coffee beans or other commodities or decreases in the availability of high-quality coffee beans or other commodities could have an adverse impact on our business and financial results.

 We are increasingly dependent on information technology and our ability to process data in order to operate and sell our goods and services, and if we (or our vendors) are unable to protect against software and hardware vulnerabilities, service interruptions, data corruption, cyber-based attacks, ransomware or security breaches, or if we fail to comply with our commitments and assurances regarding the privacy and security of such data, our operations could be disrupted, our ability to provide our goods and services could be interrupted, our reputation may be harmed and we may be exposed to liability and loss of customers and business.

 Pandemics or disease outbreaks such as COVID-19 have had, and may continue to have, an effect on our business and results of operations.

 Our success depends substantially on the value of our brands and failure to preserve their value could have a negative impact on our financial results.

 Food safety and quality concerns may negatively impact our brand, business and profitability, our internal operational controls and standards may not always be met and our employees may not always act professionally, responsibly and in our and our customers' best interests. Any possible instances or reports, whether true or not, of food and/or beverage-borne illness could reduce our sales.

 Changes in the availability of and the cost of labor could harm our business.

 Our culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the high employee engagement fostered by our culture, which could harm our business.

 Our growth strategy depends in part on opening new retail locations in existing and new markets. We may be unsuccessful in opening new retail locations or establishing new markets, which could adversely affect our growth.

 Our operating results and growth strategies will be closely tied to the success of our future franchise partners and we have limited control with respect to their operations. Additionally, our future franchise partners' interests may conflict or diverge with our interests in the future, which could have a negative impact on our business.

 Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

 iv

 Item 1. Business

 Corporate History and Background

 Reborn Coffee, Inc. ("Reborn") was
incorporated in the State of Florida in January 2018. In July 2022, Reborn migrated was from Florida to Delaware, and filed a certificate
of incorporation with the Secretary of State of the State of Delaware having the same capitalization structure as the Florida predecessor
entity. Reborn has the following wholly owned subsidiaries:

 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 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. Reborn Coffee Franchise continues to develop the Reborn Coffee system for the establishment and operation of Reborn Coffee stores using one or more Reborn Coffee marks. 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 Korea, Inc. (the "Reborn Korea") – a Korea corporation located in Daejeon, South Korea formed in October 2023, is a wholly owned subsidiary of Reborn Holdings 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 Holdings 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 "Company".

 In August 2022, we consummated our initial public
offering (the "IPO") of 1,440,000 shares of our 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.

 We 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, we 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 IPO. 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.

 On August 12, 2022, our common stock began trading
on the Nasdaq Capital Market under the symbol "REBN".

 On January 12, 2024, we filed a Certificate of
Amendment to our Certificate of Incorporation to effect a reverse stock split of our issued common stock in the ratio of 1-for-8 (the
"Reverse Stock Split"). Our 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. Except for our historical financial statements and unless otherwise stated, all option,
share, and per share information in this Annual Report on Form 10-K gives effect to the Reverse Stock Split.

 Our Company

 We are a high growth operator and franchisor of
retail locations and kiosks that focus on serving high quality, specialty-roasted coffee. We are an innovative company that strives for
constant improvement in the coffee experience through exploration of new technology and premier service, guided by traditional brewing
techniques. We believe Reborn differentiates itself from other coffee roasters through its innovative techniques, including sourcing,
washing, roasting, and brewing our coffee beans with a balance of precision and craft.

 The source of coffee is pinnacle to specialty
coffee. The coffee industry has gone through various phases including the first, second, third and fourth wave. In the first and second
waves of coffee, the single-origin source and type of the coffee is not necessarily in the forefront during the sourcing process. As such,
much of the coffee may be a blend with various sources and a mix of Robusta and Arabica coffee beans. The third wave of coffee focuses
on a single-origin source and one variety of coffee bean (specifically Arabica beans). Single-origin beans can focus on specific countries
and can also have hyper-focused on specific regions in the third wave of coffee, such as Coban in Guatemala. Arabia beans are considered
premier due to the specific requirements for growth and the high-quality flavor they produce. Arabica coffee is required to be grown in
higher, cooler elevations in regions.

 Differentiated from other coffee companies, the
Reborn Wash Process is the key to creating the clean flavor of our coffee. Our Wash Process is distinguished by the use of magnetized
water to wash our green coffee beans when they arrive at the Reborn facility, in order to extract impurities and enhance hydration before
the roasting process. Magnetizing water is a process that converts the particles of water, which can naturally appear in various sizes,
into evenly sized particles. As a result of this process, we believe that the water increases its hydration and ability to absorb into
organic material. Our water is created through a water magnetizing device in which water is flowed through the device and magnetizes the
water on-site immediately prior to use.

 After the wash, we roast our washed-green beans
based on the profile of each single-origin. After the coffee beans are roasted, they are then packaged into various products such as whole
bean coffee, pour over packs, and cold brew packs. Additionally, whole bean inventory is also supplied to the kiosk and cafes. A portion
of the roasted coffee is also allotted to create our award-winning cold brew concentrate. Our cold brew production is created using a
proprietary percolation technique, also using magnetized water at each step to enhance the flavor of the cold brew.

 We continually innovate in the way we serve coffee.
At our cafes, we serve customers our award-winning coffee through cold brew taps in addition to freshly ground coffee beans in espresso-made
drinks. Other brew methods, such as an in-house pour over and drip coffee, are also available.

 In 2015 Jay Kim, our Chief Executive Officer,
founded Reborn Coffee. Mr. Kim and his team launched Reborn Coffee with the vision of using the finest pure ingredients and pristine water.
We serve customers through our retail store locations in Southern California: Brea, La Crescenta, Huntington Beach, Corona Del Mar, Laguna
Woods, Riverside, Manhattan Beach, Irvine, Diamond Bar and Anaheim. In addition to the locations in the United States, we have two international
locations in South Korea and Malaysia.

 As of December 31, 2024, all of our 12 locations
were company-operated.

 The Experience, Reborn

 As leading pioneers of the emerging "Fourth
Wave" movement, Reborn Coffee is redefining specialty coffee as an experience that demands much more than premium quality. We consider
ourselves leaders of the "fourth wave" coffee movement because we are constantly developing our bean processing methods, researching
design concepts, and reinventing new ways of drinking coffee. For instance, the current transition from the K-Cup trend to the pour over
drip concept allowed us to reinvent the way people consume coffee, by merging convenience and quality. We took the pour over drip concept
and made it available and affordable to the public through our Reborn Coffee Pour Over packs. Our Pour Over Packs allow our consumers
to consume our specialty coffee outdoors and on-the-go.

 Our success in innovating within the "fourth
wave" coffee movement is measured by our success in B2B sales with our introduction of Reborn Coffee Pour Over Packs to hotels.
With the introduction of our Pour Over Packs to major hotels, our B2B sales increased as these companies recognized the convenience and
functionality our Pour Over Packs serve to their customers.

 Reborn Coffee's continuous Research and
Development is essential to developing new parameters in the production of new blends. Our first place position in "America's
Best Cold Brew" competition by Coffee Fest in 2017 in Portland and 2018 in Los Angeles is a testament to the way we believe we lead
the "fourth wave" movement by example.

 Centered around its core values of service, trust,
and well-being, Reborn Coffee delivers an appreciation of coffee as both a science and an art. Developing innovative processes such as
washing green coffee beans with magnetized water, we challenge traditional preparation methods by focusing on the relationship between
water chemistry, health, and flavor profile. Leading research studies, testing brewing equipment, and refining roasting/brewing methods
to a specific, Reborn Coffee proactively distinguishes exceptional quality from good quality by starting at the foundation and paying
attention to the details. Our mission places an equal emphasis on humanizing the coffee experience, delivering a fresh take on "farm-to-table"
by sourcing internationally. In this way, Reborn Coffee creates opportunities to develop transparency by paying homage to origin stories
and spark new conversations by building cross-cultural communities united by a passion for the finest coffee.

 Through a broad product offering, Reborn Coffee
provides customers with a wide variety of beverages and coffee options. As a result, we believe we can capture share of any experience
where customers seek to consume great beverages whether in our inviting store atmospheres which are designed for comfort, or on the go
through our pour over packs, or at home with our whole bean ground coffee bags. We believe that the retail coffee market in the US is
large and growing. According to IBIS, in 2025, the retail market for coffee in the United States is expected to be $74.3 billion. This
is expected to grow due to a shift in consumer preferences to premium coffee, including specialized blends, espresso-based beverages,
and cold brew options. We aim to capture a growing portion of the market as we expand and increase consumer awareness of our brand.

 Branding

 Reborn Coffee focuses on three key features in
our branding: "Introducing the Fourth Wave," "America's Best Cold Brew," and our newly launched "Tea
and Bakery" concept. These elements encapsulate the quality of the Reborn Coffee Process—from sourcing, washing, roasting,
and brewing coffee to our growing selection of handcrafted tea offerings and artisanal baked goods.

 The addition of premium teas and bakery products
complements our coffee program and expands the Reborn experience into a more complete and versatile lifestyle brand. Whether customers
visit us for a specialty pour over, a matcha latte, or a fresh pastry, the Reborn brand aims to deliver a moment of rejuvenation and enjoyment.

 The Reborn Coffee brand is essential to our marketing
strategy, as it allows us to stand out compared to our competitors. All of our products aim to make customers feel "reborn"
through quality, service, and innovation.

 Our Menu and Products

 We purchase and roast high-quality coffees that
we sell, along with handcrafted coffee, tea and other beverages and a variety of high-quality food items. We believe in offering customers
the same great taste and quality whether served in store or on the go. We also partner with third-party importers and exporters to purchase
and import our green coffee beans. Through these relationships, we source high-quality coffee beans from across the globe, including Mexico,
Ethiopia, Colombia, Guatemala, Brazil, and Honduras.

 Our Retail Locations

 Reborn Coffee is built upon superior customer
service, convenience and a modern experience as well as safe, clean and well-maintained stores that reflect the personalities of the communities
in which they operate, thereby building a high degree of customer loyalty. Our strategy for expanding our retail business is to increase
our category share in an aggressive manner, by opening additional stores in new and existing markets, as well as increasing sales in existing
stores. Store growth in specific existing markets will vary due to many factors, including expected financial returns, the maturity of
the market, economic conditions, consumer behavior and local business practices. Our highly efficient retail locations and kiosks place
a premium on customer convenience without sacrificing the personal experience. Our new retail locations are typically 800 to 1,500 square
feet and are located in shopping plazas in upscale areas. We strategically position our new locations in areas where large-chain coffee
locations have moved out, creating an opportunity for us to remodel a purpose-built coffee retail store. In this way, we are able to open
quickly in high traffic areas with established local demand for coffee, ensuring a customer base we can convert into Reborn Coffee customers
by offering a specialty coffee experience that wasn't previously available. Our locations feature patios, contemporary design, and
inviting atmospheres for socialization, study, and work.

 Reborn Coffee is built upon superior customer
service, convenience, and a modern customer experience, as well as safe, clean, and well-maintained stores that reflect the personalities
of the communities in which they operate, thereby building a high degree of customer loyalty. Our strategy for expanding our retail business
is to aggressively increase our market share by opening additional stores in both new and existing markets, while also driving sales growth
at our current locations. The pace of store development in each market is guided by factors such as expected financial returns, market
maturity, economic conditions, consumer trends, and local business environments.

 Our highly efficient retail stores and kiosks
prioritize customer convenience without sacrificing personalization or quality. Most new locations are between 800 to 1,500 square feet
and situated in upscale shopping plazas or key urban centers. We often target spaces vacated by larger national coffee chains, enabling
us to remodel purpose-built stores and open quickly in high-traffic areas with pre-existing demand. These strategic decisions support
customer conversion by delivering a specialty coffee experience that was previously unavailable in the area.

 In addition to coffee, we are rolling out a Tea
and Bakery concept that integrates seamlessly with our retail footprint, enhancing dwell time, increasing average ticket size, and diversifying
our product mix.

 Our stores feature patios, modern design, and
inviting interiors that encourage customers to socialize, study, or work. As of December 31, 2024, we operated 12 corporate-owned retail
locations across California.

 Franchise Operations

 In January 2021, we formed Reborn Coffee Franchise
LLC in the State of California in order to begin franchising Reborn Coffee retail stores and kiosks. We plan to charge future franchisees
a non-refundable franchise fee and certain marketing and royalty fees based on gross sales, however we presently have no contractual commitments
or other agreements to do so. We expect to begin franchise sales in 2025. We believe that our team's prior experience building a
large, global foodservice business will allow us to rapidly scale our future franchise effort. In addition, we have formed a franchise
council consisting of a team of franchise experts to advise us. We plan to expand beyond California to additional states to create a national
and global presence.

 Expanding Sales Channels

 Today, we sell a variety of our coffee and tea
products through both enterprise (B2B) and direct-to-consumer (DTC) channels. Our B2B efforts focus on supplying premium coffee and tea
products to hotels, offices, and hospitality groups. In 2024, we expanded our partnerships with hotel operators nationwide, enhancing
brand presence in the hospitality sector through bulk ordering and custom offerings like pour over packs and cold brew.

 On the consumer side, we have significantly expanded
our online sales presence, including through Amazon, our own reborncoffee.com platform, and third-party retailers. Amazon has become a
key growth channel for our packaged products, supported by digital marketing and logistics optimization.

 Our products are now available in multiple forms,
such as whole bean roasted coffee bags, single-serve drip bags, pour over packs, and cold brew concentrates. We are also in discussions
with grocery chains and foodservice distributors to increase retail availability, including shelf-ready products and kiosk-style formats.

 As part of our 2025 growth strategy, we plan to
further scale both B2B and DTC distribution, supported by targeted ad campaigns, customized B2B outreach, and expanded fulfillment capabilities.

 Our Growth

 Reborn Coffee is in the early stages of rapid
growth as we strategically expand our footprint in existing markets and enter new markets. In the future, Reborn Coffee plans to expand
across the country with new retail locations to share the quality of our specialty coffee. Reborn Coffee aims to also engage in the sales
of future franchises to propel a new innovated wave in the coffee industry called "The Fourth Wave." Reborn Coffee will continue
to innovate in the coffee industry by making the industry more personal to our consumers, future franchisees, and employees. This goal
will be achieved through the continued innovation in our products, sourcing directly from farms, and giving customers choices in how their
coffee is served to them. As Reborn Coffee expands, we hope to show the world that expanding in volume and size does not diminish the
quality and personal element that is instilled in the coffee industry.

 Since our founding, we have focused on delivering:

 Quality. Reborn Coffee sources the highest quality whole beans globally. We meet with coffee farmers, test coffee bean samples, and roast the beans in our headquarters in Southern California.

 Service. Reborn Coffee provides the highest quality service to our customers. We pride ourselves on training our baristas and improving their knowledge of the art of coffee, which in turn allows us to deliver outstanding products and service to our customers.

 Innovation. Reborn Coffee is a leader in the "Fourth Wave" premium coffee movement. We introduced our premium pour over pack coffee in 2017 and continue to innovate, recently introducing our unique cold brew system into our retail stores.

 Experienced Leadership Team

 Our relentless commitment to excellence is driven
by our passionate management team under the leadership of Founder and Chief Executive Officer Jay Kim. Jay launched Reborn Coffee with
the vision to provide the best coffee using the purest ingredients. Jay is focused on the expansion of Reborn and he has surrounded himself
with leaders with direct experience in beverage and retail. Stephan Kim, our Chief Financial Officer, has 20 years of experience in public
accounting and consulting. Other members of our executive leadership team bring high growth, franchise and sector expertise.

 Our Commitment to Our Team

 Reborn Coffee believes in mentoring the developing
the next generation of premium coffee baristas. Through our in-depth training, we aim to train dedicated employees who understand science
and art behind every cup of coffee. We also expect to form a training school specializing in creating passionate baristas, coffee connoisseurs,
and future franchisee by educating its students about coffee processes and preparation methods. The efforts for the training school are
underway and we expect to launch the program in 2025.

 Our Highly Engaged Customers

 Reborn Coffee customers are loyal to our brand
due to our intense focus on premium coffee and customer service. Community engagement is another essential element of Reborn Coffee's
in-person marketing strategy. Reborn hosts on-site engagements, such as event sponsorships, and engages with local Chambers of Commerce.
Previously, we have worked with Lululemon to host yoga sessions outside of our retail locations, creatively engaging the community while
simultaneously promoting Reborn as an active lifestyle. We have also hosted pop-up locations on the Facebook campus, further expanding
our outreach and introducing our brand name to different communities. We further engage with the community by organizing our own latte
art competitions, in which baristas can compete for prizes and customers in the audience can witness the competitive passion Reborn Coffee
encompasses.

 Digital Channels

 Reborn Coffee focuses on many digital channels
in its marketing strategy. Social media is an important leg that creates engagement and education of Reborn Coffee's brand. Customers
primarily engage the brand on Instagram, where we host giveaways, share new store openings, and promote seasonal menus. Through our unique,
modern aesthetic and intense focus on high-quality coffee, we are able to share the quality and essence of Reborn Coffee on display inside
of our retail locations with existing and future customers on social media platforms.

 For both the in-store caf channel and
the e-commerce channel, SMS & email marketing are used for reengagement and communication of new products and offerings.

 Digital advertising channels are also used, primarily
to engage the online market audience. Google and Facebook are the primary paid ad channels that we currently utilize. Yelp advertising
is also used to engage local customers and tourists who visit specific areas where Reborn Coffee retail locations are located.

 In-Person Marketing Engagement

 Engaging customers in-store with a marketing plan
is essential for customer retention and new customer generation. Reborn Coffee's customer loyalty program provides free drinks for
every 10 drinks purchased. Additionally, store customers may participate in promotional deals, especially during the holidays and new
item releases, to try new innovative items created in-house. We also offer coffee samples of our pour over packs as well as new beans
to our retail location customers. The distribution of coffee samples has expanded customers' knowledge of our products and led to
increased contributions to whole bean sales.

 Reborn Coffee locations are located in heavily
trafficked areas as well as popular malls. As such, the potential for marketing and branding is very high in these locations. Signage
and promotional deals with giveaways are essential to attracting new customers.

 OUR GROWTH STRATEGIES

 Corporate and Franchise Expansion

 Reborn Coffee plans to expand across the Unites
States with company operated locations and franchise locations to share the quality of specialty coffee. Reborn Coffee aims to accelerate
our growth through our franchise program. Reborn Coffee will continue to innovate in the coffee industry by making the industry more personal
to the consumers, prospective franchisees, and employees. This goal will be achieved through the continued innovation in our products,
sourcing directly from farms, and giving customers choices in how their coffee is served to them. As Reborn expands, we hope to show the
world that expanding in volume and size does not diminish the quality and personal element that is instilled in the coffee industry.

 We have started to scale our logistics and supply
chain to provide support for our rapid growth, including for our future franchisees. We have increased roasting capacity and our paper
goods supplies, including an emphasis on eco-friendly products.

 B2B Strategy

 Reborn Coffee products are unique given their
potential to engage with business partners for large wholesale orders. Currently, Reborn Coffee builds strong relationships with hotel
management companies within California and out-of-state. We currently work with several hotels, providing pour over packs and cold brew
packs to cater to their customer needs. Reborn Coffee plans to continue growing its B2B marketing and sales strategy through active outreach
and advertising to potential partners. We believe that access to large-scale distribution channels such as hotels increases consumer awareness
of our brand while providing us access to large enterprise customers. Gift giving comprises a large percentage of winter B2B sales at
Reborn Coffee. During the holidays, Reborn Coffee's B2B marketing strategy focuses on targeting companies, and specific teams within
companies, that are seeking to provide end-of-the-year gifts to their clients and customers. Reborn Coffee provides customized gift sets
to each customer's needs. Word-of-mouth marketing has grown our B2B holiday gift giving accounts greatly, forging opportunities
to have worked with companies like Google to provide gift sets for their clients. Reborn Coffee plans to expand not only by growing its
retail location footprint, but also through the development of more hotel partnerships, expansion into grocery stores and markets, and
expansion of our e-commerce and wholesale.

 Reborn Coffee believes the grocery market is another
major channel through which we expect to access. Through both bulk sales of roasted beans and in-store kiosks, as well sales of pre-packaged
products, Reborn Coffee will access customers who purchase both in volume and for those customers looking for a handcrafted beverage during
their in-store shopping experience.

 Corporate Information

 Our principal executive offices are located at
580 N. Berry Street, Brea, CA 92821. Our telephone number is (714) 784-6369. Our website address is  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.

 Item 1A. Risk Factors

 You should consider carefully the following
risk factors, as well as the other information set forth in this report, including our consolidated financial statements and the notes
thereto. The following discussion of risk factors includes forward-looking statements and our actual results may differ substantially
from those discussed in such forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." The disclosures
of a risk should not be interpreted to imply that such risk has not already materialized. Additional risks not currently known to us or
that we currently believe are immaterial may also impair our business, financial condition, results of operations and cash flows. The
occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition,
results of operations, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all
or part of your investment. Unless otherwise indicated, references in these risk factors to our business being harmed will include harm
to our business, reputation, brand, financial condition, results of operations, and prospects.

 Risks Related to Our Business

 We have incurred recurring losses and may
not be profitable in the future. Our plans to maintain and increase liquidity may not be successful. The report of the independent registered
public accounting firm includes a going concern uncertainty explanatory paragraph.

 We have a history of operating losses and negative
cash flow in operating activities. We have incurred recurring net losses, including net losses from operations before income taxes of
$4.8 million and $4.7 million for the years ended December 31, 2024 and 2023, respectively, and we had an accumulated deficit of $21.6
million at December 31, 2024. These factors raise substantial doubt as to our ability to continue as a going concern, and our independent
registered public accounting firm has included a going concern uncertainty explanatory paragraph in their report for 2024. Our cash needs
will depend on numerous factors, including our revenues, completion of our product development activities, customer and market acceptance
of our product, and our ability to reduce and control costs. We expect to devote substantial capital resources to, among other things,
fund operations and continue development plans. 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 financing is anticipated to fund the Company's
operations in near future.

 Evolving consumer preferences and tastes
may adversely affect our business.

 Reborn Coffee's continued success depends
on our ability to attract and retain customers. Our financial results could be adversely affected by a shift in consumer spending away
from Reborn Coffee's beverages, lack of customer acceptance of new products (including due to price increases necessary to cover
the costs of new beverages or higher input costs), brand perception (such as the existence or expansion of our competitors), or customers
reducing their demand for our current offerings as new beverages are introduced. In addition, most of our beverages contain caffeine,
the health effects of which are the subject of public and regulatory scrutiny, including the suggestion of linkages to a variety of adverse
health effects. There is increasing consumer awareness of health risks that are attributed to ingredients we use, particularly in the
United States, including increased blood pressure and heart rate, anxiety and insomnia, as well as increased consumer litigation based
on alleged adverse health impacts of consumption of various food and beverage products. A decrease in customer traffic as a result of
these health concerns or negative publicity could significantly reduce the demand for Reborn Coffee's specialty coffee and could
harm our business.

 Our financial condition and annual results
of operations are subject to, and may be adversely affected by, a number of factors, many of which are also largely outside our control
and as such our results may fluctuate significantly and may not fully reflect the underlying performance of our business.

 Our annual results of operations and key metrics
may vary significantly in the future as they have in the past, and period-to-period comparisons of our results of operations and key metrics
may not be meaningful. Accordingly, the results of any one annual period should not be relied upon as an indication of future performance.
Our annual results of operations and key metrics may fluctuate as a result of a variety of factors, many of which are outside of our control,
and as a result, may not fully reflect the underlying performance of our business. Fluctuations in annual results may negatively impact
the value of our securities. Factors that may cause fluctuations in our annual results of operations and key metrics include, without
limitation, those listed elsewhere in this Risk Factors section and those listed below. Any one or more of the factors listed below or
described elsewhere in this section could harm our business:

 increases in real estate or labor costs in certain markets;

 consumer preferences, including those described above;

 severe weather or other natural or man-made disasters affecting a large market or several closely located markets that may temporarily but significantly affect our business in such markets;

 especially in our large markets, labor discord or disruption, geopolitical events, social unrest, war, terrorism, political instability, acts of public violence, boycotts, hostilities and social unrest and other health pandemics that lead to avoidance of public places or cause people to stay at home; and

 adverse outcomes of litigation.

 Our marketing programs may not be successful,
and our new menu items and advertising campaigns may not generate increased sales or profits.

 We incur costs and expend other resources in our
marketing efforts on new menu items and advertising campaigns to raise brand awareness and attract and retain customers. These initiatives
may not be successful, resulting in expenses incurred without the benefit of higher revenue. Additionally, some of our competitors have
greater financial resources than we do, which enable them to spend significantly more on marketing and advertising and other initiatives
than we can. Should our competitors increase spending on marketing and advertising and other initiatives or our marketing funds decrease
for any reason, or should our advertising, promotions and new menu items be less effective than our competitors, there could be an adverse
effect on our results of operations and financial condition.

 We may not be able to compete successfully
with other specialty coffee locations, including the growing number of coffee delivery options. Intense competition could make it more
difficult to expand our business and could also have a negative impact on our operating results if customers favor our competitors or
we are forced to change our pricing and other marketing strategies.

 We expect competition in our market to continue
to be intense as we compete on a variety of fronts, including convenience, taste, price, quality, service and location. If our company-operated
and future franchised locations cannot compete successfully with other beverage and coffee locations, other specialty coffee locations,
and the growing number of coffee delivery options in new and existing markets, we could lose customers and our revenue could decline.
Our company-operated and future franchised locations compete with national, regional and local coffee chains for customers, locations
and qualified management and other staff. Compared to us, some of our competitors have substantially greater financial and other resources,
have been in business longer, have greater brand recognition or are better established in the markets where our locations are located
or are planned to be located. In some markets that we may grow into, there are already well-funded competitors in the coffee or beverage
business that may challenge our ability to grow into those regions. Any of these competitive factors may harm our business.

 Additionally, if our competitors begin to evolve
their business strategies and adopt aspects of the Reborn Coffee business model, our customers may be drawn to those competitors for their
beverage needs and our business could be harmed.

 Our growth strategy depends in part on opening
new locations in existing and new markets. We may be unsuccessful in opening new locations or establishing new markets, which could adversely
affect our growth.

 As of December 31, 2024, Reborn had 12 company-owned
locations. One of the key means to achieving our growth strategy will be through opening new locations and operating those locations on
a profitable basis. In 2025, we expect to open up to 20 franchise locations.

 Our ability to open new locations is dependent
upon a number of factors, many of which are beyond our control, including our and our future franchise partners' ability to:

 identify available and suitable sites;

 compete for such sites;

 reach acceptable agreements regarding the lease of locations;

 obtain or have available the financing required to acquire and operate a location, including construction and opening costs, which includes access to build-to-suit leases and ground lease construction or renovation arrangements;

 respond to unforeseen engineering or environmental problems with leased premises;

 avoid the impact of inclement weather, natural disasters and other calamities;

 hire, train and retain the skilled management and other employees necessary to meet staffing needs;

 obtain, in a timely manner and for an acceptable cost, required licenses, permits and regulatory approvals and respond effectively to any changes in local, state or federal law and regulations that adversely affect our and our future franchise partners' costs or ability to open new locations; and

 control construction and equipment cost increases for new locations and secure the services of qualified contractors and subcontractors in an increasingly competitive environment.

 There is no guarantee that a sufficient number
of suitable sites for new locations will be available in desirable areas or on terms that are acceptable to us in order to achieve our
growth plan. If we are unable to open new locations, or if future franchise partners do not open new locations, or if location openings
are significantly delayed, our revenue or earnings growth could be adversely affected and our business may be harmed.

 As part of our longer term growth strategy, we
expect to enter into geographic markets in which we have little or no prior operating experience. The challenges of entering new markets
include: adapting to local regulations or restrictions that may limit our ability to open new locations, restrict the use of certain branding
or increase the cost of development; difficulties in hiring experienced personnel; unfamiliarity with local real estate markets and demographics;
consumer unfamiliarity with our brand; and different competitive and economic conditions, consumer tastes and discretionary spending patterns
that are more difficult to predict or satisfy than in our existing markets. Consumer recognition of our brand has been important in the
success of our locations in our existing markets, and we will need to build this recognition in new markets. Locations we open in new
markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy and
operating costs than existing locations, thereby affecting our overall profitability. Any failure on our part to recognize or respond
to these challenges may adversely affect the success of any new locations.

 Due to brand recognition and logistical synergies,
as part of our growth strategy, we also intend to open new locations in areas where we have existing locations. The operating results
and comparable location sales could be adversely affected due to close proximity with our other locations and market saturation.

 New locations, once opened, may not be profitable
or may close, and the increases in average per location revenue and comparable sales that we have experienced in the past may not be indicative
of future results.

 Our results have been, and in the future may continue
to be, significantly impacted by the timing of new location openings, which is subject to a number of factors, many of which are outside
of our control, including landlord delays, associated pre-opening costs and operating inefficiencies, as well as changes in our geographic
concentration due to the opening of new locations. We have typically incurred the most significant portion of pre-opening expenses associated
with a given location within the three months preceding the opening of the location. Our experience has been that labor and operating
costs associated with a newly opened location for the first several months of operation are materially greater than what can be expected
after that time, both in aggregate dollars and as a percentage of sales. Our new locations commonly take three to five months to reach
planned operating levels due to inefficiencies typically associated with new locations, including the training of new personnel, new market
learning curves, inability to hire sufficient qualified staff, and other factors. We may incur additional costs in new markets, particularly
for transportation and distribution, which may impact sales and the profitability of those locations. Accordingly, the volume and timing
of new location openings may have a material adverse impact on our profitability.

 Although we target specified operating and financial
metrics, new locations may never meet these targets or may take longer than anticipated to do so. Any new location we open may never become
profitable or achieve operating results similar to those of our existing locations, which could adversely affect our business, financial
condition or results of operations.

 Some of Reborn Coffee's retail locations
open with an initial start-up period of higher than normal sales volumes and related costs, which subsequently decrease to stabilized
levels. In new markets, the length of time before average sales for new locations stabilize is less predictable and can be longer as a
result of our limited knowledge of these markets and consumers' limited awareness of our brand. Our ability to operate new locations
profitably and increase average location revenue and comparable location sales will depend on many factors, some of which are beyond our
control, including:

 consumer awareness and understanding of the Reborn brand;

 general economic conditions, which can affect location traffic, local labor costs and prices we pay for the beverage and other supplies we use;

 consumption patterns and beverage preferences that differ from region to region;

 changes in consumer preferences and discretionary spending;

 difficulties obtaining or maintaining adequate relationships with distributors or suppliers in new markets;

 increases in prices for commodities, including coffee, and milk;

 inefficiency in our labor costs as the staff gains experience;

 competition, either from our competitors in the beverage industry or our own locations;

 temporary and permanent site characteristics of new locations;

 changes in government regulation; and

 other unanticipated increases in costs, any of which could give rise to delays or cost overruns.

 If our new locations do not perform as planned
or close, our business and future prospects could be harmed. In addition, an inability to achieve our expected average location revenue
could harm our business.

 Additionally, opening new locations in existing
markets may negatively impact sales at our existing, and our future franchise partners', locations. The consumer target area of
our locations varies by location, depending on a number of factors, including population density, other local retail and business attractions,
area demographics and geography. As a result, the opening of a new location in or near markets in which we already have or our future
franchise partners will have locations could adversely impact sales at these existing locations while growing overall sales in a region.
Existing locations could also make it more difficult to build our and our future franchise partners' consumer base for a new location
in the same market. Sales transfer between our locations may become significant in the future as we continue to expand our operations
and could affect our sales growth, which could, in turn, harm our business.

 As we expand, we may not be able to maintain our
current average location and our business may be harmed. Although we have specific target operating and financial metrics, new locations
may not meet these targets or may take longer than anticipated to do so. Any new Reborn Coffee location we open may not be profitable
or achieve operating results similar to those of our existing locations, which could adversely affect our business, financial condition
or results of operations.

 Our failure to manage our growth effectively
could harm our business and operating results.

 We have experienced rapid growth and increased
demand for our products. The growth and expansion of our business and products may place a significant strain on our management, operational
and financial resources. As we expand our business, it is important that we continue to maintain a high level of customer service and
satisfaction which may place a significant strain on our management, sales and marketing, administrative, financial, and other resources.
We may not be able to respond in a timely basis to all the changing demands that our planned expansion will impose on management and on
our existing infrastructure, or be able to hire or retain the necessary management and baristas, which could harm our business. Further,
if we are not able to continue to provide high quality customer service as a result of these demands, our reputation, as well as our business,
including a decline in financial performance, could be harmed. If we experience a decline in financial performance, we may decrease the
number of or discontinue new Reborn Coffee location openings, or we may decide to close locations that we are unable to operate in a profitable
manner.

 We are required to manage multiple relationships
with various strategic partners, our future franchise partners, customers, and other third parties. In the event of further growth of
our operations or in the number of our third-party relationships, our existing management systems, financial and management controls and
information systems may not be adequate to support our planned expansion and we may face challenges of integrating, developing, training,
and motivating a rapidly growing employee base in our various locations and maintaining our company culture across multiple company-operated
and future franchise locations. Our ability to manage our growth effectively will require us to continue to enhance our systems, procedures
and controls and to locate, hire, train and retain management and staff, particularly in new markets which may require significant capital
expenditures.

 Damage to our brand or reputation and negative
publicity could negatively impact our business, financial condition and results of operations.

 Our reputation and the quality of our Reborn Coffee
brand are critical to our business and success in existing markets and will be critical to our success as we enter new markets. We believe
that we have built our reputation on the high quality of our coffee and service, our commitment to our customers and our strong employee
culture, and we must protect and grow the value of our brand in order for us to continue to be successful. Any incident that erodes consumer
loyalty for our brand could significantly reduce its value and damage our business.

 We may, from time to time, be faced with negative
publicity, regardless of its accuracy, relating to beverage quality; the safety, sanitation and welfare of our locations; customer complaints
or litigation alleging illness or injury; health inspection scores; integrity of our or our suppliers' food processing, employment
practices and other policies, practices and procedures; or employee relationships and welfare or other matters. Negative publicity may
adversely affect us, regardless of whether the allegations are substantiated or whether we are held to be responsible. In addition, the
negative impact of adverse publicity relating to one location may extend far beyond the location involved, to affect some or all of our
other locations, including our future franchise partner locations. The risk of negative publicity is particularly great with respect to
our future franchise partner locations because we are limited in the manner in which we can regulate them, especially on a real-time basis,
and negative publicity from our future franchise partners' locations may also significantly impact company-operated locations. A
similar risk exists with respect to beverage businesses unrelated to us if customers mistakenly associate such unrelated businesses with
our operations. Employee claims against us based on, among other things, wage and hour violations, discrimination, harassment or wrongful
termination may also create not only legal and financial liability but negative publicity that could adversely affect us and divert our
financial and management resources that would otherwise be used to benefit the future performance of our operations. These types of employee
claims could also be asserted against us, on a co-employer theory, by employees of our future franchise partners. A significant increase
in the number of these claims or an increase in the number of successful claims could harm our business.

 Additionally, there has been a marked increase
in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications
that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on
social media platforms is virtually immediate as is its impact. Many social media platforms immediately publish the content their subscribers
and participants can post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information,
including inaccurate information, is seemingly limitless and readily available. Information concerning us may be posted on such platforms
at any time. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects
or business. The harm may be immediate without affording us an opportunity for redress or correction.

 Ultimately, the risks associated with any such
negative publicity or incorrect information cannot be completely eliminated or mitigated and may harm our business.

 Our inability to identify, recruit and retain
qualified individuals for our locations could slow our growth and adversely impact our ability to operate.

 Our success also depends substantially on the
contributions and abilities of our staff on whom we rely to give customers a superior experience and elevate our brand. Our success depends
in part upon our ability to attract, motivate and retain a sufficient number of qualified operators, all of whom come from within our
system, and staff to meet the needs of our existing locations and to staff new locations. We aim to hire warm, friendly, motivated, caring,
self-aware and intellectually curious individuals, who are excited and committed to championship performance, remarkable and enriching
hospitality, embodying our culture and actively growing themselves and our brand. A sufficient number of qualified individuals to fill
these positions and qualifications may be in short supply in some communities. Competition in these communities for qualified staff is
high and will likely require us to pay higher wages and provide greater benefits, especially if there is continued improvement in regional
or national economic conditions. We place a heavy emphasis on the qualification and training of our personnel and spend a significant
amount of time and money on training our employees. Any inability to recruit and retain qualified individuals may result in higher turnover
and increased labor costs, and could compromise the quality of our service, all of which could adversely affect our business. Any such
inability could also delay the planned openings of new locations and could adversely impact our existing locations. Any such inability
to retain or recruit qualified employees, increased costs of attracting qualified employees or delays in location openings could harm
our business.

 Our expansion into new domestic markets
may present increased risks, which could affect our profitability.

 We plan to open additional company-operated Reborn
Coffee locations in domestic markets where we have little or no operating experience. The target consumer base of our locations varies
by location, depending on a number of factors, including population density, other local coffee and convenience beverage distributors,
area demographics and geography. Locations we open in new markets may take longer to reach expected sales and profit levels on a consistent
basis. New markets may have competitive or regulatory conditions, consumer tastes and discretionary spending patterns that are more difficult
to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and
promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep
qualified employees who share our values. Until we attain a critical mass in a market, the locations we do open will have reduced operating
leverage. As a result, these new locations may be less successful or may achieve target operating profit margins at a slower rate than
existing locations did, if ever. If we do not successfully execute our plans to enter new markets, our business could be harmed.

 We are subject to the risks associated with
leasing space subject to long-term non-cancelable lease and, in the event we chose to purchase real property in the future, owning real
estate.

 Our leases generally have initial multiple-year
terms with renewal options. Location leases provide for a specified annual rent, typically at a fixed rate with annual increases and other
escalators. Generally, our leases are "net" leases, which require us to pay all the cost of insurance, taxes, maintenance
and utilities. We generally cannot terminate these leases without incurring substantial costs. Additional sites that we lease are likely
to be subject to similar long-term non-cancelable leases. If an existing or future location is not profitable, and we decide to close
it, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base
rent for the balance of the lease term. In addition, as each of our leases expires, we may fail to negotiate renewals, either on commercially
acceptable terms or at all, which could cause us to close locations in desirable locations.

 Also, should we choose to purchase real property
for various locations in the future, we would be subject to all the risks generally associated with owning real estate, including changes
in the investment climate for real estate, demographic trends and supply or demand for the use of the locations, which may result from
competition from similar restaurants in the area as well as strict, joint and several liability for environmental contamination at or
from the property, regardless of fault.

 Our operating results and growth strategies
will be closely tied to the success of our future franchise partners and we will have limited control with respect to their operations.
Additionally, our future franchise partners' interests may conflict or diverge with our interests in the future, which could have
a negative impact on our business.

 As we grow, we will depend on the financial success
and cooperation of our future franchise partners for our success. Our future franchise partners are independent business operators and
are not our employees, and as such we have limited control over how our prospective franchise partners will run their businesses, and
their inability to operate successfully could adversely affect our operating results.

 We will receive royalties, franchise fees, contributions
to our marketing development fund, and other fees from our future franchise partners. Additionally, we will sell proprietary products
to our future franchise partners at a markup over our cost to produce. We have established operational standards and guidelines for our
future franchise partners; however, we will have limited control over how our future franchise partners' businesses are run, including
day to day operations. Even with these operation standards and guidelines, the quality of franchised Reborn Coffee locations may be diminished
by any number of factors beyond our control. Consequently, our future franchise partners may not successfully operate locations in a manner
consistent with our standards and requirements, such as quality, service and cleanliness, or may not hire and train qualified location
managers, baristas and other location personnel or may not implement marketing programs and major initiatives such as location remodels
or equipment or technology upgrades, which may require financial investment. Even if such unsuccessful operations do not rise to the level
of breaching the related franchise documents, they may be attributed by customers to our Reborn brand and could have a negative impact
on our business.

 Our future franchise partners may not be able
to secure adequate financing to open or continue operating their Reborn Coffee locations. If they incur too much debt or if economic or
sales trends deteriorate such that they are unable to repay existing debt, our franchise partners could experience financial distress
or even bankruptcy. If a significant number of our future franchise partners were to become financially distressed, it could harm our
operating results through reduced royalty revenue, marketing fees, and proprietary product sales and the impact on our profitability could
be greater than the percentage decrease in these revenue streams.

 While we are responsible for ensuring the success
of our entire system of locations and for taking a longer term view with respect to system improvements, our future franchise partners
will have individual business strategies and objectives, which might conflict with our interests. Our future franchise partners may from
time to time disagree with us and our strategies and objectives regarding the business or our interpretation of our respective rights
and obligations under the franchise agreement and the terms and conditions of the franchise partner relationship. This may lead to disputes
with our prospective franchise partners and we expect such disputes to occur from time to time in the future. Such disputes may result
in legal action against us. To the extent we have such disputes, the attention, time and financial resources of our management and our
future franchise partners will be diverted from our locations, which could harm our business even if we have a successful outcome in the
dispute.

 Actions or omissions by our future franchise partners
in violation of various laws may be attributed to us or result in negative publicity that affects our overall brand image, which may decrease
consumer demand for our products. Future franchise partners may engage in online activity via social media or activity in their personal
lives that negatively impacts public perception of our future franchise partners or our operations or our brand as a whole. This activity
may negatively affect future franchise partners' sales and in turn impact our revenue.

 In addition, various state and federal laws govern
our relationship with our future franchise partners and our potential sale of a franchise. A future franchise partner and/or a government
agency may bring legal action against us based on the franchisee/franchisor relationships that could result in the award of damages to
a future franchise partner and/or the imposition of fines or other penalties against us.

 Our locations are geographically concentrated
in California, and we could be negatively affected by conditions specific to that state.

 As of December 31, 2024, all of our company-operated
locations in the United States were located in California. Adverse changes in demographic, unemployment, economic, regulatory or weather
conditions in California have, and may continue, to harm our business. As a result of our concentration in this market, we have been,
and in the future may be, disproportionately affected by these adverse conditions compared to other chain beverage locations with a national
footprint.

 Interruption of our supply chain of coffee
or other ingredients, coffee machines and other restaurant equipment or packaging could affect our ability to produce or deliver our products
and could negatively impact our business and profitability.

 Any material interruption in our supply chain,
such as material interruption of the supply of coffee, dairy, coffee machines and other restaurant equipment or packaging for our proprietary
products due to the casualty loss of any of our roasting plant, interruptions in service by our third-party logistic service providers
or common carriers that ship goods within our distribution channels, trade restrictions, such as increased tariffs or quotas, embargoes
or customs restrictions, pandemics, social or labor unrest, natural disasters or political disputes and military conflicts that cause
a material disruption in our supply chain could have a negative material impact on our business and our profitability.

 Additionally, most of our beverage and other products
are sourced from a wide variety of domestic and international business partners and we rely on these suppliers to provide high quality
products and to comply with applicable laws. For certain products, we may rely very few suppliers. The loss of these vendors or failures
by our suppliers to meet our standards, provide products in a timely and efficient manner, or comply with applicable laws is beyond our
control and could have a material adverse effect on the Company.

 Increases in the cost of high-quality coffee
beans or other commodities or decreases in the availability of high-quality coffee beans or other commodities could have an adverse impact
on our business and financial results.

 The availability and prices of coffee beans and
other commodities are subject to significant volatility. We purchase, roast and sell high-quality whole bean coffee beans and related
coffee products.

 The supply and price of coffee we purchase can
also be affected by multiple factors in the producing countries, such as weather (including the potential effects of climate change),
natural disasters, crop disease, general increase in farm inputs and costs of production, inventory levels, political and economic conditions
and the actions of certain organizations and associations that have historically attempted to influence prices of green coffee through
agreements establishing export quotas or by restricting coffee supplies. Speculative trading in coffee commodities can also influence
coffee prices. Because of the significance of coffee beans to our operations, combined with our ability to only partially mitigate future
price risk through purchasing practices and hedging activities, increases in the cost of high-quality coffee beans could have a material
adverse impact on our profitability. In addition, if we are not able to purchase sufficient quantities of green coffee beans due to any
of the above factors or to a worldwide or regional shortage, we may not be able to fulfill the demand for our coffee, which could have
a material adverse impact on our profitability.

 We also purchase significant amounts of dairy
products, particularly milk, and non-dairy "milks" to support the needs of our locations. Additionally, and although less
significant to our operations than coffee, other commodities, including but not limited to tea, syrups, and packaging material, such as
plastics and corrugation, are important to our operations. Increases in the cost of such commodities may increase the cost of our packing
materials, or lack of availability, whether due to supply shortages, delays or interruptions in processing, or otherwise, especially in
international markets, could harm our business.

 Changes in U.S. and international
trade policies, including the export and import controls and laws, may adversely impact our business and operating results.

 We partner with international suppliers across the globe. This subjects us to risks associated with international trade conflicts including between the
United States and China, Mexico, and other countries, particularly with respect to export and import controls and laws. President Donald
J. Trump has advocated for greater restrictions on international trade in general, which could result in significantly increased tariffs
on certain goods imported into the United States, particularly from China. For example, in recent years the United States government has
renegotiated or terminated certain existing bilateral or multi-lateral trade agreements. It has also imposed tariffs on certain foreign
goods which resulted in increased costs for goods imported into the United States. In response to these tariffs, a number of United States
trading partners have imposed retaliatory tariffs on a wide range of United States products, making it more costly for companies to export
products to those countries. The new presidential administration recently imposed new tariffs on imports to the United States from China,
Mexico and Canada. In addition, China, Mexico and Canada have imposed retaliatory tariffs on the United States, if tariffs on additional
countries were to go into effect, these countries could also impose retaliatory tariffs on the United States.

 Rising political tensions could reduce trade volume,
investment, technological exchange and other economic activities between major international economies, resulting in a material adverse
effect on global economic conditions and the stability of global financial markets. Additionally, the resulting environment of tariffs,
retaliatory trade or other practices or additional trade restrictions or barriers, if implemented on a broader range of products or raw
materials, could harm our ability to obtain necessary raw materials and product components or sell our products and services at prices
customers are willing to pay, which could have a material adverse effect on our business, prospects, results of operations, and cash flows.
Relatedly, trade policies could lead to an increasing number of competitors entering the United States, thereby creating more competition.

 If we fail to offer high-quality customer
experience, our business and reputation will suffer.

 Numerous factors may impact a customer's
experience which may in turn impact the likelihood of such customer returning. Those factors include service, convenience, taste, price,
quality, location of our locations and brand image. In addition to providing high quality coffee, we empower our employees to provide
an enhanced customer experience. Our staff put customer needs first and we give them the flexibility required to build genuine, meaningful
connections that keep our customers returning for more. As we grow, it may be difficult for us to identify, recruit, train and manage
enough people with enough skill and talent to provide this enhanced customer experience.

 If we fail to maintain adequate operational
and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain high levels
of service and customer satisfaction.

 Our continuous growth and expansion may place
significant demands on our management and our operational and financial resources and in connection therewith, our organizational structure
is becoming more complex as we scale our operational, financial, and management controls, as well as our reporting systems and procedures.
As we continue to grow, we may face challenges of integrating, developing, training, and motivating a rapidly growing employee base in
our various locations and maintaining our company culture across multiple offices and locations. Certain members of our management may
not have previously worked together for an extended period of time, and some do not have prior experience managing a public company, which
may affect how they manage our growth. If we fail to manage our anticipated growth and change in a manner that preserves the key aspects
of our corporate culture, the quality of our beverages and services may suffer, which could negatively affect our brand and reputation
and harm our ability to attract users, employees, and organizations.

 To manage growth in our operations and personnel,
we will need to continue to grow and improve our operational, financial, and management controls and our reporting systems and procedures.
We will require significant capital expenditures and the allocation of valuable management resources to grow and change in these areas.
Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, customer experience,
research and development, sales and marketing, administrative, financial, and other resources.

 In addition, as we expand our business, it is
important that we continue to maintain a high level of customer service and satisfaction. As our customer base continues to grow, we will
need to expand our customer service and other personnel, which will require more complex management and systems. If we are not able to
continue to provide high levels of customer service, our reputation, as well as our business could be harmed.

 We are increasingly dependent on information
technology and our ability to process data in order to operate and sell our goods and services, and if we (or our vendors) are unable
to protect against software and hardware vulnerabilities, service interruptions, data corruption, cyber-based attacks, ransomware or security
breaches, or if we fail to comply with our commitments and assurances regarding the privacy and security of such data, our operations
could be disrupted, our ability to provide our goods and services could be interrupted, our reputation may be harmed and we may be exposed
to liability and loss of customers and business.

 We rely on information technology networks and
systems and data processing (some of which are managed by third-party service providers such as Square and Xero) to market, sell and deliver
our products and services, to fulfill orders, to collect, receive, store, process, generate, use, transfer, disclose, make accessible,
protect, secure, dispose of and share ("Process" or "Processing") personal information, confidential or proprietary
information, financial information and other information, to manage a variety of business processes and activities, for financial reporting
purposes, to operate our business, to process orders, for legal and marketing purposes and to comply with regulatory, legal and tax requirements
("Business Functions"). These information technology networks and systems, and the Processing they perform, may be vulnerable
to data security and privacy threats (cyber and otherwise). Moreover, the risk of unauthorized circumvention of our security measures
or those of our third parties on whom we rely on has been heightened by advances in computer and software capabilities and the increasing
sophistication of hackers who employ complex techniques, including, without limitation, "phishing" or social engineering incidents,
ransomware, extortion, account takeover attacks, denial or degradation of service attacks and malware. Further, breaches experienced by
other companies may also be leveraged against us. For example, credential stuffing attacks are becoming increasingly common and sophisticated
actors can mask their attacks, making them increasingly difficult to identify and prevent. We have technology security initiatives, such
as cyber liability insurance, and disaster recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may
not be adequately designed or implemented to ensure that our operations are not disrupted or that data security breaches do not occur.
If our information technology networks and systems or data processing suffers damage, security breaches, vulnerabilities, disruption or
shutdown, and we do not effectively resolve the issues in a timely manner, they could cause a material adverse impact to, our Business
Functions and our business, reputation and financial condition.

 Hackers and data thieves are increasingly sophisticated
and operate large-scale and complex automated attacks, which may remain undetected until after they occur. Despite our efforts to protect
our information technology networks and systems, Processing and information, we may not be able to anticipate or to implement effective
preventive and remedial measures against all data security and privacy threats. Our security measures may not be adequate to prevent or
detect service interruption, system failure, data loss or theft, or other material adverse consequences. No security solution, strategy
or measures can address all possible security threats. Our applications, systems, networks, software and physical facilities could have
material vulnerabilities, be breached or personal or confidential information could be otherwise compromised due to employee error or
malfeasance, if, for example, third parties attempt to fraudulently induce our personnel or our customers to disclose information or user
names and/or passwords, or otherwise compromise the security of our networks, systems and/or physical facilities. We cannot be certain
that we will be able to address any such vulnerabilities, in whole or part, and there may be delays in developing and deploying patches
and other remedial measures to adequately address vulnerabilities, and taking such remedial steps could adversely impact or disrupt our
operations. We expect similar issues to arise in the future as our products and services are more widely adopted, and as we continue to
expand the features and functionality of existing products and services and introduce new products and services.

 An actual or perceived breach of our security
systems or those of our third-party service providers may require notification under applicable data privacy regulations or for customer
relations or publicity purposes, which could result in reputational harm, costly litigation (including class action litigation), material
contract breaches, liability, settlement costs, loss of sales, regulatory scrutiny, actions or investigations, a loss of confidence in
our business, systems and Processing, a diversion of management's time and attention, and significant fines, penalties, assessments,
fees and expenses.

 The costs to respond to a security breach and/or
to mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these problems may not be
successful. These costs include, but are not limited to, retaining the services of cybersecurity providers; compliance costs arising out
of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks,
data backups and other damage-mitigation measures. We could be required to fundamentally change our business activities and practices
in response to a security breach or related regulatory actions or litigation, which could have an adverse effect on our business. Additionally,
most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches
involving certain types of data. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose
confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to
and/or alleviate problems caused by the actual or perceived security breach.

 We may not have adequate insurance coverage for
handling security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees and other impacts that
arise out of incidents or breaches. If the impacts of a security incident or breach, or the successful assertion of one or more large
claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases
or the imposition of large deductible or co-insurance requirements), it could harm our business. In addition, we cannot be sure that our
existing insurance coverage will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or
part of any future claim or loss. Moreover, our privacy risks are likely to increase as we continue to expand, grow our customer base,
and process, store, and transmit increasingly large amounts of personal and/or sensitive data.

 Pandemics or disease outbreaks such as the
COVID-19 pandemic have had, and may continue to have, an effect on our business and results of operations.

 Pandemics or disease outbreaks such as the COVID-19
pandemic have impacted and are likely to continue to impact customer traffic at our Reborn Coffee locations and may make it more difficult
to staff our locations and, in more severe cases, may cause a temporary inability to obtain supplies and increase commodity costs. COVID-19
was officially declared a global pandemic by the World Health Organization in March 2020, and the virus, including the continued spread
of highly transmissible variants of the virus, has impacted all global economies, and in the United States has resulted in varying levels
of restrictions and shutdowns implemented by national, state, and local authorities.

 Such viruses may be transmitted through human
contact and airborne delivery, and the risk of contracting viruses could continue to cause employees or customers to avoid gathering in
public places, which has had, and could further have, adverse effects on our customer traffic or the ability to adequately staff locations.
We have been adversely affected when government authorities have imposed and continue to impose restrictions on public gatherings, human
interactions, operations of restaurants or mandatory closures, seek voluntary closures, restrict hours of operations or impose curfews,
restrict the import or export of products or if suppliers issue mass recalls of products. Additional regulation or requirements with respect
to the compensation of our employees could also have an adverse effect on our business. Even if such measures are not implemented and
a virus or other disease does not spread significantly within a specific area, the perceived risk of infection or health risk in such
area may adversely affect our business, liquidity, financial condition and results of operations. Additionally, different jurisdictions
have seen varying levels of outbreaks or resurgences in outbreaks, and corresponding differences in government responses, which may make
it difficult for us to plan or forecast an appropriate response.

 Our operations have been and we expect will be
disrupted when employees were suspected of having COVID-19 or other illnesses since this required us to quarantine some or all such employees
and close and disinfect our impacted locations. If a significant percentage of our workforce or the workforce of our future franchise
partners are unable to work, including because of illness or travel or government restrictions, like quarantine requirements, in connection
with pandemics or disease outbreaks, our operations may be negatively impacted, potentially materially adversely affecting our business,
liquidity, financial condition or results of operations.

 The COVID-19 pandemic and mitigation measures
have also had an adverse impact on global economic conditions, which have had an adverse effect on our business and financial condition.
Our sales and operating results may be affected by uncertain or changing economic and market conditions arising in connection with and
in response to the COVID-19 pandemic, including prolonged periods of high unemployment, inflation, deflation, prolonged weak consumer
demand, a decrease in consumer discretionary spending, political instability or other changes. The significance of the operational and
financial impact to us will depend on how long and widespread the disruptions caused by the COVID-19 pandemic, and the corresponding response
to contain the virus and treat those affected by it, prove to be.

 There is no guarantee that a future outbreak of
this or any other widespread epidemics will not occur, or that the global economy will recover, either of which could seriously harm our
business fully recover. The ultimate impact of the COVID-19 pandemic or a similar health epidemic on our business, operations or the global
economy as a whole remains highly uncertain.

 While we have developed and continue to develop
plans to help mitigate the potential negative impact of the COVID-19 pandemic, these efforts may not be effective, and any protracted
economic downturn will likely limit the effectiveness of our efforts. Accordingly, it is not possible for us to predict the duration and
extent to which this will affect our business at this time.

 Risks Related to Our Brand

 Our success depends substantially on the
value of our brand and failure to preserve its value could have a negative impact on our financial results.

 Our success depends in large part upon our ability
and our future franchise partners' ability to maintain and enhance our corporate reputation and the value and perception of our
brand. Brand value is based in part on consumer perceptions on a variety of subjective qualities. To be successful in the future, particularly
outside of the Southern California region of the United States where the Reborn Coffee brand may be less well known, we believe we must
preserve, grow and leverage the value of our brand across interactions.

 Business incidents, whether isolated or recurring
and whether originating from us or our business partners, that erode consumer trust can significantly reduce brand value, potentially
trigger boycotts of our locations or result in civil or criminal liability and can have a negative impact on our financial results. Such
incidents include actual or perceived breaches of privacy, contaminated products, staff infected with communicable diseases, such as COVID-19,
or other potential incidents discussed in this Risk Factors section. The impact of such incidents may be exacerbated
if they receive considerable publicity, including rapidly through social or digital media (including for malicious reasons) or result
in litigation. Consumer demand for our products and our brand equity could diminish significantly if we, our employees, future franchise
partners or other business partners fail to preserve the quality of our products, act or are perceived to act in an unethical, illegal,
racially-biased, unequal or socially irresponsible manner, including with respect to the sourcing, content or sale of our products, service
and treatment of customers at Reborn locations, or the use of customer data for general or direct marketing or other purposes. Additionally,
if we fail to comply with laws and regulations, publicly take controversial positions or actions or fail to deliver a consistently positive
consumer experience in each of our markets, including by failing to invest in the right balance of wages and benefits to attract and retain
employees that represent the brand well or foster an inclusive and diverse environment, our brand value may be diminished.

 Moreover, our success depends in large part upon
our ability to maintain our corporate reputation. For example, the reputation of our Reborn brand could be damaged by claims or perceptions
about the quality or safety of our ingredients or beverages or the quality or reputation of our suppliers, distributors or future franchise
partners or by claims or perceptions that we, our future franchise partners or other business partners have acted or are acting in an
unethical, illegal, racially-biased or socially irresponsible manner or are not fostering an inclusive and diverse environment, regardless
of whether such claims or perceptions are substantiated. Our corporate reputation could also suffer from negative publicity or consumer
sentiment regarding Reborn action or inaction or brand imagery, a real or perceived failure of corporate governance, or misconduct by
any officer or any employee or representative of us or a future franchise partner. Any such incidents (even if resulting from actions
of a competitor or future franchise partner) could cause a decline directly or indirectly in consumer confidence in, or the perception
of, our Reborn brand and/or our products and reduce consumer demand for our products, which would likely result in lower revenue and profits.

 There has been an increased public focus, including
from the United States federal and state governments, on environmental sustainability matters, including with respect to climate change,
greenhouse gases, water resources, packaging and waste, animal health and welfare, deforestation and land use. We endeavor to conduct
our business in a manner which reflects our priority of sustainable stewardship, including with respect to environmental sustainability
matters, and we are working to manage the risks and costs to us, our future franchise partners and our supply chain associated with these
types of environmental sustainability matters. In addition, as the result of such heightened public focus on environmental sustainability
matters, we may face increased pressure to provide expanded disclosure, make or expand commitments, set targets, or establish additional
goals and take actions to meet such goals, in connection with such environmental sustainability matters. These matters and our efforts
to address them could expose us to market, operational, reputational and execution costs or risks.

 We may not be able to adequately protect
our intellectual property, including trademarks, trade names, and service marks, which, in turn, could harm the value of our brand and
adversely affect our business.

 Our ability to implement our business plan successfully
depends in part on our ability to further build brand recognition using our trademarks, service marks, proprietary products and other
intellectual property, including our name and logos and the unique character and atmosphere of our Reborn locations. We rely on U.S. trademark,
copyright, and trade secret laws, as well as license agreements, nondisclosure agreements, and confidentiality and other contractual provisions
to protect our intellectual property. Nevertheless, our competitors may develop similar menu items and concepts, and adequate remedies
may not be available in the event of an unauthorized use or disclosure of our trade secrets and other intellectual property.

 The success of our business depends on our continued
ability to use our existing trademarks, trade names, and service marks to increase brand awareness and further develop our brand as we
expand into new markets. We have registered and applied to register trademarks and service marks in the United States and abroad. We may
not be able to adequately protect our trademarks and service marks, and our competitors and others may successfully challenge the validity
and/or enforceability of our trademarks and service marks and other intellectual property. There can also be no assurance that pending
or future U.S. trademark applications will be approved in a timely manner or at all, or that such registrations will effectively protect
our brand names and trademarks.

 Additionally, the steps we have taken to protect
our intellectual property in the United States may not be adequate. If our efforts to maintain and protect our intellectual property are
inadequate, or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brand may be harmed,
which could have a material adverse effect on our business and might prevent our brands from achieving or maintaining market acceptance.
Even with our own prospective franchise partners, whose activities are monitored and regulated through our eventual franchise agreements,
we face risk that they may refer to or make statements about our Reborn brand that do not make proper use of our trademarks or required
designations, that improperly alter trademarks or branding, or that are critical of our brand or place our brand in a context that may
tarnish our reputation. This may result in dilution of, or harm to, our intellectual property or the value of our brand.

 We may also from time to time be required to institute
litigation to enforce our trademarks, service marks and other intellectual property. Such litigation could result in substantial costs
and diversion of resources and could negatively affect our sales, profitability and prospects regardless of whether we can successfully
enforce our rights.

 Third parties may oppose our trademark and service
mark applications, or otherwise challenge our use of the trademarks and service marks. In the event that these or other intellectual property
rights are successfully challenged, we could be forced to rebrand our products, which would result in loss of brand recognition and would
require us to devote resources to advertising and marketing new brands. Third parties may also assert that we infringe, misappropriate
or otherwise violate their intellectual property and may sue us for intellectual property infringement. Even if we are successful in these
proceedings, we may incur substantial costs, and the time and attention of our management and other personnel may be diverted in pursuing
these proceedings. If a court finds that we infringe a third party's intellectual property, we may be required to pay damages and/or
be subject to an injunction. With respect to any third party intellectual property that we use or wish to use in our business (whether
or not asserted against us in litigation), we may not be able to enter into licensing or other arrangements with the owner of such intellectual
property at a reasonable cost or on reasonable terms.

 Food safety and quality concerns may negatively
impact our brand, business and profitability, our internal operational controls and standards may not always be met and our employees
may not always act professionally, responsibly and in our and our customers' best interests. Any possible instances or reports,
whether true or not, of food and/or beverage-borne illness could reduce our sales.

 Incidents or reports, whether true or not, of
food-borne or water-borne illness or other food safety issues, food contamination or tampering, employee hygiene and cleanliness failures
or improper employee conduct at our locations could lead to product liability or other claims. Such incidents or reports could negatively
affect our brand and reputation as well as our business, revenue and profits. Similar incidents or reports occurring at coffee and convenience
locations unrelated to us could likewise create negative publicity, which could negatively impact consumer behavior towards us.

 We cannot guarantee to customers that our internal
controls and training will be fully effective in preventing all food-borne illnesses. New illnesses resistant to our current precautions
may develop in the future, or diseases with long incubation periods could arise, that could give rise to claims or allegations on a retroactive
basis. One or more instances of food-borne illness in one of our company-operated or future franchised locations could negatively affect
sales at all our locations if highly publicized. This risk exists even if it were later determined that the illness was wrongly attributed
to one of our locations. Additionally, even if food-borne illnesses were not identified at our locations, our sales could be adversely
affected if instances of food-borne illnesses at other coffee and beverage chains were highly publicized.

 If we or our future franchise partners are
unable to protect our customers' credit and debit card data or confidential information in connection with process the same or confidential
employee information, we could be exposed to data loss, litigation, liability and reputational damage.

 Our business requires the collection, transmission
and retention of large volumes of customer and employee data, including credit and debit card numbers and other personally identifiable
information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract
to provide services. The integrity and protection of that customer and employee data is critical to us. Further, our customers and employees
have a high expectation that we and our service providers will adequately protect their personal information.

 We currently accept payments using credit cards
and debit cards and, as such, are subject to payment card association operating rules and certification requirements, including the Payment
Card Industry Data Security Standard ("PCI-DSS"), which is a security standard applicable to companies like ours that collect,
store or transmit certain data regarding credit and debit cards, holders and transactions. We are also subject to rules governing electronic
funds transfers. Such rules could change or be reinterpreted to make it difficult or impossible for us to comply. If we (or a third party
processing payment card transactions on our behalf) suffer a security breach affecting payment card information, we may have to pay onerous
and significant fines, penalties and assessments arising out of the major card brands' rules and regulations, contractual indemnifications
or liability contained in merchant agreements and similar contracts, and we may lose our ability to accept payment cards for payment for
our goods and services, which could materially impact our operations and financial performance.

 The information, security and privacy requirements
imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and
customer and employee expectations or may require significant additional investments or time in order to do so. Efforts to hack or breach
security measures, failures of systems or software to operate as designed or intended, viruses, operator error or inadvertent releases
of data all threaten our and our service providers' information systems and records. A breach in the security of our information
technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational
inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers' or
other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings, including
regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, which could disrupt
our operations, damage our reputation and expose us to claims from customers and employees, any of which could harm our business.

 Risks Related to People and Culture

 Changes in the availability of and the cost
of labor could harm our business.

 Our business could be harmed by increases in labor
costs, including those increases triggered by regulatory actions regarding wages, scheduling and benefits, increased health care and workers'
compensation insurance costs, which, in a retail business such as ours, are our most significant costs. In particular, our baristas are
paid wage rates at or based on the applicable federal or state minimum wage, and increases in the applicable minimum wage will increase
labor costs. From time to time, legislative proposals are made to increase the minimum wage at the federal or state level. As federal,
state or other applicable minimum wage rates increase, we may be required to increase not only the wage rates of minimum wage baristas
or other employees, but also the wages paid to other hourly employees. We may not choose to increase prices in order to pass future increased
labor costs on to customers, in which case our margins would be negatively affected. If we do not increase prices to cover increased labor
costs, the higher prices could result in lower revenue, which may also reduce margins.

 Furthermore, the successful operation of our business
depends upon our, and our future franchise partners', ability to attract, motivate and retain a sufficient number of qualified employees.
From time to time, there may be a shortage of qualified employees in certain of the communities in which we operate or expand to. Shortages
may make it increasingly difficult and expensive to attract, train and retain the services of a satisfactory number of qualified employees,
which could delay the planned openings of new company-operated and future franchised locations and adversely impact the operations and
profitability of existing locations. Furthermore, competition for qualified employees, particularly in markets where such shortages exist,
could require us to pay higher wages, which could result in higher labor costs. Accordingly, if we and our future franchise partners are
unable to recruit and retain sufficiently qualified individuals, our business could be harmed.

 Additionally, the growth of our business can make
it increasingly difficult to locate and hire sufficient numbers of key employees, to maintain an effective system of internal controls
for a dispersed chain and to train employees to deliver consistently high-quality hand-crafted beverages and customer experiences, which
could materially harm our business and results of operations. Furthermore, due to the COVID-19 pandemic, we could experience a shortage
of labor for location positions as concern over exposure to COVID-19 and other factors could decrease the pool of available qualified
talent for key functions. In addition, our wages and benefits programs, combined with the challenging conditions due to the COVID-19 pandemic,
may be insufficient to attract and retain the best talent.

 We depend on our executive officers and
other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees
could harm our business.

 Our success depends largely upon the continued
services of our executive officers and other key employees. We rely on our leadership team in the areas of marketing, sales, customer
experience, and selling, general and administrative. From time to time, there may be changes in our executive management team resulting
from the hiring or departure of executives, which could disrupt our business. The loss of one or more of our executive officers or key
employees could harm our business. Changes in our executive management team may also cause disruptions in, and harm to, our business.

 Reborn Coffee continues to be led by our Founder,
Jay Kim, who plays an important role in driving our culture, determining the strategy, and executing against that strategy across the
company. If Mr. Kim's services became unavailable to Reborn Coffee for any reason, it may be difficult or challenging for us to
find an adequate replacement, which could cause us to be less successful in maintaining our culture and developing and effectively executing
on our company strategies.

 Our culture has contributed to our success,
and if we cannot maintain this culture as we grow, we could lose the high employee engagement fostered by our culture, which could harm
our business.

 At Reborn Coffee, we believe our people-first
culture is a critical component of our success and customer loyalty. We have invested substantial time and resources in developing pathways
for our employees to create their own compelling future, which we believe has fostered the positive, people-first culture that defines
our organization and is enjoyed by our customers. We have built out our leadership team with an expectation of protecting this culture,
an emphasis on shared values and a commitment to diversity and inclusion. As we continue to develop the infrastructure to support our
growth, we will need to maintain our culture among a larger number of employees dispersed in various geographic regions. Any failure to
preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel, and loss of customer
loyalty.

 Unionization activities may disrupt our
operations and affect our profitability.

 Although none of our employees are currently covered
under collective bargaining agreements, our employees may elect to be represented by labor unions in the future. If a significant number
of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation
arrangements, it could adversely affect our business, financial condition or results of operations. In addition, a labor dispute involving
some or all of our employees may harm our reputation, disrupt our operations and reduce our revenue, and resolution of disputes may increase
our costs.

 Risks Related to Regulation and Litigation

 Changes in statutory, regulatory, accounting,
and other legal requirements, including changes in accounting principles generally accepted in the United States, could potentially impact
our operating and financial results.

 We are subject to numerous statutory, regulatory
and legal requirements. Our operating results could be negatively impacted by developments in these areas due to the costs of compliance
in addition to possible government penalties and litigation in the event of deemed noncompliance. Changes in the regulatory environment
in the area of food safety, privacy and information security, wage and hour laws, among others, could potentially impact our operations
and financial results.

 GAAP is subject to interpretation by the Financial
Accounting Standards Board, the American Institute of Certified Public Accountants, the SEC, and various bodies formed to promulgate and
interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported
financial results, and could affect the reporting of transactions completed before the announcement of a change.

 Moreover, while we believe that we maintain insurance
customary for businesses of our size and type, there are types of losses we may incur that cannot be insured against or that we believe
are not economically reasonable to insure. Such losses could harm our business.

 Fluctuations in our tax obligations and
effective tax rate and realization of our deferred tax assets may result in volatility of our operating results and adversely affect our
financial condition.

 We are subject to taxes by the U.S. federal, state,
and local tax authorities, and our tax liabilities will be affected by the allocation of expenses to differing jurisdictions. We record
tax expense based on our estimates of future payments, which may include reserves for uncertain tax positions in multiple tax jurisdictions,
and valuation allowances related to certain net deferred tax assets. At any one time, many tax years may be subject to audit by various
taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these
issues. We expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur and exposures
are evaluated. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 changes in the valuation of our deferred tax assets and liabilities;

 expected timing and amount of the release of any tax valuation allowance;

 changes in tax laws, regulations or interpretations thereof; or

 future earnings being lower than anticipated in jurisdictions where we have lower statutory tax rates and higher than anticipated earnings in jurisdictions where we have higher statutory tax rates.

 In addition, our effective tax rate in a given
financial statement period may be materially impacted by a variety of factors including but not limited to changes in the mix and level
of earnings, varying tax rates in the different jurisdictions in which we operate, fluctuations in the valuation allowance or by changes
to existing accounting rules or regulations. Further, tax legislation may be enacted in the future which could negatively impact our current
or future tax structure and effective tax rates. We may be subject to audits of our income, sales and other transaction taxes by U.S.
federal, state, and local taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial
condition.

 We are subject to many federal, state and
local laws with which compliance is both costly and complex.

 The beverage industry is subject to extensive
federal, state and local laws and regulations, including the recently enacted comprehensive health care reform legislation discussed above,
those relating to building and zoning requirements and those relating to the preparation and sale of food and beverages or consumption.
Such laws and regulations are subject to change from time to time. The failure to comply with these laws and regulations could adversely
affect our operating results. Typically, licenses, permits and approvals under such laws and regulations must be renewed annually and
may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable
regulations. Difficulties or failure to maintain or obtain the required licenses, permits and approvals could adversely affect our existing
locations and delay or result in our decision to cancel the opening of new locations, which would adversely affect our business.

 The development and operation of a location depends,
to a significant extent, on the selection of suitable sites, which are subject to unique permitting, zoning, land use, environmental,
traffic and other regulations and requirements. We are also subject to licensing and regulation by state and local authorities relating
to health, sanitation, safety and fire standards.

 We are subject to the Fair Labor Standards Act
and various other federal, state and local laws that regulate the wages and hours of employees. These laws commonly apply a strict liability
standard so that even inadvertent noncompliance can lead to claims, government enforcement actions and litigation. These laws vary from
state to state and are subject to frequent amendments and judicial interpretations that can require rapid adjustments to operations. Insurance
coverage for violations of these laws is costly and sometimes is not available. Changes to these laws can adversely affect our business
by increasing labor and compliance costs. The failure to comply with these laws could adversely affect our business as a result of costly
litigation or government enforcement actions.

 We are also subject to a variety of other employee
relations laws including FMLA and state leave laws, employment discrimination laws, predictive scheduling laws, occupational health and
safety laws and regulations and the NLRA, to name a few. Together, these many laws and regulations present a thicket of compliance obligations
and liability risks. As we grow, we will need to continue to increase our compliance efforts in these areas, which may affect our results
from operations. Changes to these laws and regulations may increase these costs beyond our expectations or predictions, which would adversely
affect our business operations and financial results. Violations of these laws could lead to costly litigation or governmental investigation
or proceedings.

 We are subject to the Americans with Disabilities
Act (the "ADA"), which, among other things, requires our locations to meet federally mandated requirements for the disabled.
The ADA prohibits discrimination in employment and public accommodations on the basis of disability. Under the ADA, we could be required
to expend funds to modify our locations to provide service to, or make reasonable accommodations for the employment of, disabled persons.
In addition, our employment practices are subject to the requirements of the Immigration and Naturalization Service relating to citizenship
and residency.

 In addition, our future franchise activities will
be subject to laws enacted by a number of states and rules and regulations promulgated by the Federal Trade Commission (the "FTC").
Failure to comply with new or existing franchise laws, rules and regulations in any jurisdiction or to obtain required government approvals
could negatively affect our licensing sales and our relationships with our licensees.

 The impact of current laws and regulations, the
effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current
or future laws and regulations, or our inability to respond effectively to significant regulatory or public policy issues, could increase
our compliance and other costs of doing business and, therefore, have an adverse effect on our results of operations. Failure to comply
with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, revocation of required
licenses, administrative enforcement actions, fines and civil and criminal liability. In addition, certain laws, including the ADA, could
require us to expend significant funds to make modifications to our locations if we failed to comply with applicable standards. Compliance
with all these laws and regulations can be costly and can increase our exposure to litigation or governmental investigations or proceedings.

 We (and our vendors) are subject to stringent
and changing laws, regulations, industry standards, related to data Processing, protection, privacy and security. The actual or perceived
failure by us, our customers or vendors to comply with such laws, regulations, industry standards, may harm our business, financial condition,
results of operations and prospects.

 We Process personal information, confidential
information and other information necessary to provide our products and service and ensure that they are delivered effectively, to operate
our business, for legal and marketing purposes, and for other business-related purposes.

 Data privacy and regulation of privacy, information
security and Processing has become a significant issue in the United States. The legal and regulatory framework for privacy and security
issues is rapidly evolving and is expected to increase our compliance costs and exposure to liability. There are numerous federal, state,
local laws, orders, codes, regulations and regulatory guidance regarding privacy, information security and Processing ("Data Protection
Laws"), the number and scope of which is changing, subject to differing applications and interpretations, and which may be inconsistent
among jurisdictions, or in conflict with other rules, laws or Data Protection Obligations (defined below). We expect that there will continue
to be new Data Protection Laws and Data Protection Obligations, and we cannot yet determine the impact such future Data Protection Laws
may have on our business. Any significant change to Data Protection Laws and Data Protection Obligations, including without limitation,
regarding the manner in which the express or implied consent of customers for Processing is obtained, could increase our costs and require
us to modify our operations, possibly in a material manner, which we may be unable to complete and may limit our ability to store and
process customer data and operate our business.

 Data Protection Laws are, and are likely to remain,
uncertain for the foreseeable future, and our actual or perceived failure to address or comply with these laws could: increase our compliance
and operational costs; limit our ability to market our products or services and attract new and retain current customers; limit or eliminate
our ability to Process; expose us to regulatory scrutiny, actions, investigations, fines and penalties; result in reputational harm; lead
to a loss of customers; reduce the use of our products or services; result in litigation and liability, including class action litigation;
cause to incur significant costs, expenses and fees (including attorney fees); cause a material adverse impact to business operations
or financial results, and; otherwise result in other material harm to our business ("Adverse Data Protection Impact").

 We are or may also be subject to the terms of
our external and internal privacy and security policies, codes, representations, certifications, industry standards, publications and
frameworks ("Privacy Policies") and contractual obligations to third parties related to privacy, information security and
Processing, including contractual obligations to indemnify and hold harmless third parties from the costs or consequences of non-compliance
with Data Protection Laws or other obligations ("Data Protection Obligations").

 We strive to comply with applicable Data Protection
Laws, Privacy Policies and Data Protection Obligations to the extent possible, but we may at times fail to do so, or may be perceived
to have failed to do so. Moreover, despite our efforts, we may not be successful in achieving compliance if our employees, partners or
vendors do not comply with applicable Data Protection Laws, Privacy Policies and Data Protection Obligations. We may be subject to, and
suffer an Adverse Data Protection Impact if we fail (or are perceived to have failed) to comply with applicable Data Protection Laws,
Privacy Policies and Data Protection Obligations, if our Privacy Policies are, in whole or part, found to be inaccurate, incomplete, deceptive,
unfair or misrepresentative of our actual practices. In addition, any such failure or perceived failure could result in public statements
against us by consumer advocacy groups, the media or others, which may cause us material reputational harm. Our actual or perceived failure
to comply with Data Protection Laws, Privacy Policies and Data Protection Obligations could also subject us to litigation, claims, proceedings,
actions or investigations by governmental entities, authorities or regulators, which could result in an Adverse Data Protection Impact,
including required changes to our business practices, the diversion of resources and the attention of management from our business, regulatory
oversights and audits, discontinuance of necessary Processing or other remedies that adversely affect our business.

 In the United States, these include rules and
regulations promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, the Computer Fraud
and Abuse Act, the California Consumer Privacy Act (the "CCPA"), and other state and federal laws relating to privacy and
data security. The CCPA, which among other things, establishes a privacy framework for covered businesses, including an expansive definition
of personal data and data privacy rights. The CCPA provides individual privacy rights for California residents and places increased privacy
and security obligations on covered businesses processing personal data. The CCPA requires covered businesses to provide new disclosures
to California residents and provide such individuals with ways to opt-out of certain sales of personal data. The CCPA also provides a
private right of action and statutory damages for violations, including for data breaches. To the extent applicable to our business and
operations, the CCPA may impact our business activities by increasing our compliance costs and potential liability with respect to personal
information that we or third parties with whom we contract to provide services maintain about California residents. The CPRA will, among
other things, give California residents the ability to limit use of certain sensitive personal data, further restrict the use of cross-contextual
advertising, establish restrictions on the retention of personal data, expand the types of data breaches subject to the CCPA's private
right of action, provide for increased penalties for CPRA violations concerning California residents under the age of 16, and establish
a new California Privacy Protection Agency to implement and enforce the law. These Data Protection Laws (such as the CCPA and CPRA) exemplify
the vulnerability of our business to the evolving regulatory environment related to personal data.

 Moreover, across the United States, laws and regulations
governing data privacy and security continue to develop and evolve. For example, Virginia enacted the Consumer Data Protection Act ("CDPA")
that may impose obligations similar to or more stringent than those we may face under other Data Protection Laws. Compliance with the
CPRA, the CCPA, the CDPA and any newly enacted privacy and data security laws or regulations may be challenging and cost- and time-intensive,
and may require us to modify our data processing practices and policies and to incur substantial costs and potential liability in an effort
to comply with such legislation. The Data Protection Laws, Privacy Policies and Data Protection Obligations to which we are subject may
significantly affect our business activities and many of these obligations may contain ambiguous provisions creating uncertainty. Compliance
with the requirements imposed by such Data Protection Laws and Data Protection Obligations may require us to revise our business practices,
allocate more resources to privacy and security, and implement new technologies. Such efforts may result in significant costs to our business.
Noncompliance could result in Adverse Data Protection Impact, including proceedings against us by governmental and regulatory entities,
collaborators, individuals or others.

 We rely on a variety of marketing techniques and
practices, including email and social media marketing, online targeted advertising, and cookie-based Processing, to sell our products
and services and to attract new customers, and we, and our vendors, are subject to various current and future Data Protection Laws and
Data Protection Obligations that govern marketing and advertising practices. Governmental authorities continue to evaluate the privacy
implications inherent in the use of third-party "cookies" and other methods of online tracking for behavioral advertising
and other purposes, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other
electronic tracking tools or the use of data gathered with such tools. Additionally, some providers of consumer devices, web browsers
and application locations have implemented, or announced plans to implement, means to make it easier for Internet users to prevent the
placement of cookies or to block other tracking technologies, require additional consents or limit the ability to track user activity,
which could if widely adopted result in the use of third-party cookies and other methods of online tracking becoming significantly less
effective. Laws and regulations regarding the use of these cookies and other current online tracking and advertising practices or a loss
in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability
to acquire new customers on cost-effective terms, which, in turn, could have an adverse effect on our business, financial condition, results
of operations and prospects.

 We are subject to extensive government regulations
that could result in claims leading to increased costs and restrict our ability to operate future franchises.

 We are subject to extensive government regulation
at the federal, state and local government levels, including by the FTC. These include, but are not limited to, regulations relating to
the preparation and sale of beverages, zoning and building codes, franchising, land use and employee, health, sanitation and safety matters.
We are, and our future franchise partners will be, required to obtain and maintain a wide variety of governmental licenses, permits and
approvals. Local authorities may suspend or deny renewal of our governmental licenses if they determine that our operations do not meet
the standards for initial grant or renewal. Difficulty or failure in obtaining them in the future could result in delaying or canceling
the opening of new locations and thus could harm our business. Any such failure could also subject us to liability from our future franchise
partners.

 Additionally, Congress has a legislation proposal
in process that could shift more liability for franchise partner employment practices onto franchisors. The federal PROAct would codify
the Browning-Ferris decision that redefined joint employment to include a broader category of conduct by the franchisor, thereby increasing
the possibility of Reborn being held liable for our future franchise partners' employment practices.

 Beverage and restaurant companies have been
the target of class action lawsuits and other proceedings that are costly, divert management attention and, if successful, could result
in our payment of substantial damages or settlement costs.

 Our business is subject to the risk of litigation
by employees, customers, competitors, landlords or neighboring businesses, suppliers, future franchise partners, stockholders or others
through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation,
particularly class action and regulatory actions, is difficult to assess or quantify. In recent years, beverage and restaurant companies
have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state laws regarding workplace and
employment matters, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages
by the defendants. Similar lawsuits have been instituted from time to time alleging violations of various federal and state wage and hour
laws regarding, among other things, employee meal deductions, overtime eligibility of assistant managers and failure to pay for all hours
worked. While we have not been a party to any of these types of lawsuits in the past, there can be no assurance that we will not be named
in any such lawsuit in the future or that we would not be required to pay substantial expenses and/or damages.

 Occasionally, our customers file complaints or
lawsuits against us alleging that we are responsible for some illness or injury they suffered at or after a visit to one of our locations,
including actions seeking damages resulting from food-borne illness or accidents in our locations. We also could be subject to a variety
of other claims from third parties arising in the ordinary course of our business, including contract claims.

 Regardless of whether any claims against us are
valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations. In addition,
they may generate negative publicity, which could reduce customer traffic and sales. Although we maintain what we believe to be adequate
levels of insurance, insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or
other matters. A judgment or other liability in excess of our insurance coverage for any claims or any adverse publicity resulting from
claims could harm our business.

 New information or attitudes regarding diet
and health or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively
impact our business, financial condition and results of operations.

 Government regulation and consumer eating habits
may impact our business as a result of changes in attitudes regarding diet and health or new information regarding the health effects
of consuming our menu offerings. These changes have resulted in, and may continue to result in, the enactment of laws and regulations
that impact the ingredients and nutritional content of our menu offerings, or laws and regulations requiring us to disclose the nutritional
content of our food offerings.

 We cannot make any assurances regarding our ability
to effectively respond to changes in consumer health perceptions or our ability to successfully implement the nutrient content disclosure
requirements and to adapt our menu offerings to trends in drinking and consumption habits.

 The U.S. Congress, the Trump administration,
or any new administration may make substantial changes to fiscal, tax, and other federal policies that may adversely affect our business.

 In 2017, the U.S. Congress and the Trump administration
made substantial changes to U.S. policies, which included comprehensive corporate and individual tax reform. In addition, the Trump administration
called for significant changes to U.S. trade, healthcare, immigration and government regulatory policy. With the transition to the Biden
administration in early 2021, changes to U.S. policy occurred and since the start of the Trump Administration in 2025, U.S. policy changes
have been implemented at a rapid pace and additional changes are likely. Changes to U.S. policy implemented by the U.S. Congress, the
Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy,
international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas.
Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business. Until we know
what policy changes are made, whether those policy changes are challenged and subsequently upheld by the court system and how those changes
impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or
be negatively affected by them.

 Risks Related to Our Organizational Structure
and Ownership of Our Common Stock

 If we are unable to satisfy the applicable
continued listing requirements of Nasdaq, our common stock could be delisted.

 We have listed our common stock on the Nasdaq
Capital Market. Although we have met the minimum initial listing standards set forth in the Nasdaq rules, we cannot assure you that our
securities will be, or will continue to be, listed on the Nasdaq in the future. In order to continue listing our securities on Nasdaq,
we must maintain certain financial, distribution and stock price levels. Generally, among other requirements, we must maintain a minimum
bid price of our common stock (generally, $1.00) minimum amount in stockholders' equity (generally, $2,500,000) and a minimum number
of holders of our securities (generally, 300 public holders).

 As previously disclosed, we requested a hearing
by the Nasdaq Hearings Panel (the "Panel") of Nasdaq to appeal delisting determinations made by the Listing Qualifications
Department (the "Staff") of Nasdaq: (i) on April 28, 2023 for failure to comply with the bid price requirement of Nasdaq Listing
Rule 5550(a)(2) (the "Bid Price Rule"), (ii) on September 5, 2023 for failure to comply with the minimum stockholders equity
required for continued listing on Nasdaq, or any of the alternative requirement to Nasdaq Listing Rule 5550(b) (the "Equity Rule"),
and (iii) on January 4, 2024 for failure to hold an annual meeting of stockholders for the fiscal year ended December 31, 2023 as required
by Nasdaq Listing Rule 5620(a) (the "Meeting Rule"). At the Panel hearing, which occurred on January 18, 2024, we, represented
by members of senior management and outside counsel, advised Nasdaq that we proposed to the Panel a compliance plan that included a tentative
schedule to complete the items necessary to regain compliance with the Bid Price Rule, the Equity Rule, and the Meeting Rule, and requested
an extension of time to fully comply with Nasdaq listing requirements so that we could demonstrate to the Panel that our common stock
should not be delisted from Nasdaq.

 The Panel granted our request for additional time,
which we were than able to regain compliance in the allotted time. However, the Panel placed us on a Discretionary Panel Monitor until
May 16, 2025, which will require the Staff to issue a Delist Determination Letter in the event that we fail to maintain compliance with
any continued listing requirement (the "Panel Monitor"). Ordinarily, Nasdaq listed companies may be provided additional time
to regain compliance with deficiencies. However, pursuant to the Panel Monitor, we are generally not eligible for a compliance period.
Therefore, if we receive a deficiency notice, we must request an appeal of such deficiency to the Panel.

 Although we anticipate complying with Nasdaq's
Listing Rules going forward, there can be no assurance that we will be able to meet continued listing requirements in the future. In determining
whether to afford a company a cure period prior to commencing suspension or delisting procedures, Nasdaq analyzes all relevant facts including
any past deficiencies, and thus our prior deficiencies could be used as a factor by Nasdaq in any future decision to delist our securities
from trading on its exchange.

 If our common stock is delisted, it could be more
difficult to buy or sell our common stock and to obtain accurate quotations, and the price of our common stock could suffer a material
decline. Delisting could also impair the liquidity of our common stock and could harm our ability to raise capital through alternative
financing sources on terms acceptable to us, or at all, and may result in potential loss of confidence by investors, employees, and fewer
business development opportunities.

 Reborn Coffee, Inc. is a holding company.

 Reborn Coffee, Inc. will be a holding company,
and has no independent means of generating revenue or cash flow, and its ability to pay taxes, operating expenses and dividends in the
future, if any, will be dependent upon the financial results and cash flows of Reborn Global, Reborn Coffee Franchise, and Reborn Realty.

 The trading price of our securities may
be volatile, and you could lose all or part of your investment.

 The trading price of our securities is likely
to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations
could cause you to lose all or part of your investment in our common stock as you might be unable to sell your shares at or above the
price you paid for your shares. Factors that could cause fluctuations in the trading price of our common stock include the risk factors
set forth in this section as well as the following:

 price and volume fluctuations in the overall stock market from time to time;

 volatility in the trading prices and trading volumes of technology stocks;

 changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

 sales of shares of our common stock by us or our stockholders;

 failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

 changes in our financial, operating or other metrics, regardless of whether we consider those metrics as reflective of the current state or long-term prospects of our business, and how those results compare to securities analyst expectations, including whether those results fail to meet, exceed or significantly exceed securities analyst expectations, particularly in light of the significant portion of our revenue derived from a limited number of customers;

 announcements by us or our competitors of new products or services;

 the public's reaction to our press releases, other public announcements, and filings with the SEC;

 rumors and market speculation involving us or other companies in our industry;

 actual or anticipated changes in our results of operations or fluctuations in our results of operations;

 actual or anticipated developments in our business, our competitors' businesses or the competitive landscape generally;

 litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

 actual or perceived privacy or data security incidents;

 developments or disputes concerning our intellectual property or other proprietary rights;

 announced or completed acquisitions of businesses, applications, products, services or technologies by us or our competitors;

 new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

 changes in accounting standards, policies, guidelines, interpretations or principles;

 any significant change in our management; and

 general political and economic conditions and slow or negative growth of our markets.

 In addition, in the past, following periods of
volatility in the overall market and in the market price of a particular company's securities, securities class action litigation
has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a
diversion of our management's attention and resources.

 Our trading price and trading volume could
decline if securities or industry analysts do not publish research about our business, or if they publish unfavorable research.

 Equity research analysts do not currently provide
coverage of our common stock, and we cannot assure that any equity research analysts will adequately provide research coverage of our
common stock after the listing of our common stock on the Nasdaq Stock Exchange. A lack of adequate research coverage may harm the liquidity
and trading price of our common stock. To the extent equity research analysts do provide research coverage of our common stock, we will
not have any control over the content and opinions included in their reports. The trading price of our common stock could decline if one
or more equity research analysts downgrade our stock or publish other unfavorable commentary or research. If one or more equity research
analysts cease coverage of our company, or fail to regularly publish reports on us, the demand for our common stock could decrease, which
in turn could cause our trading price or trading volume to decline.

 We will incur costs and demands upon management
as a result of complying with the laws and regulations affecting public companies in the United States, which may harm our business.

 As a public company listed in the United States,
we will incur significant additional legal, accounting, and other expenses. In addition, changing laws, regulations, and standards relating
to corporate governance and public disclosure, including regulations implemented by the SEC and the Nasdaq Capital Market, may increase
legal and financial compliance costs and make some activities more time consuming. These laws, regulations and standards are subject to
varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory
and governing bodies. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may
result in increased selling, general and administrative expenses and a diversion of management's time and attention from revenue-generating
activities to compliance activities. If, notwithstanding our efforts, we fail to comply with new laws, regulations, and standards, regulatory
authorities may initiate legal proceedings against us and our business may be harmed.

 These rules and regulations could also make it
more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive
officers. Our management and other personnel will devote a substantial amount of time to these compliance initiatives. As a result, management's
attention may be diverted from other business concerns, which could harm our business and operating results. We will need to hire more
employees in the future to comply with these requirements, which will increase our costs and expenses.

 Our management team and other personnel devote
a substantial amount of time to new compliance initiatives and we may not successfully or efficiently manage our transition to a public
company. To comply with the requirements of being a public company, including the Sarbanes-Oxley Act, we will need to undertake various
actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff, which would require
us to incur additional expenses and harm our results of operations.

 Failure to comply with these rules might also
make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be
forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact
of these events would also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on
committees of our board of directors or as members of senior management.

 Due to the implementation of the Reverse
Stock Split, the liquidity of our common stock may be adversely effected.

 Our common stock began trading on Nasdaq on a
Reverse Stock Split-adjusted basis beginning on January 22, 2024. The liquidity of the shares of our common stock may be affected adversely
by any reverse stock split given the reduced number of shares of our common stock that are outstanding following the Reverse Stock Split,
especially if the market price of our common stock does not increase as a result of the Reverse Stock Split. Following the Reverse Stock
Split, the resulting market price of our common stock may not attract new investors and may not satisfy the investing requirements of
those investors. Although we believe that a higher market price of our common stock may help generate greater or broader investor interest,
there can be no assurance that the Reverse Stock Split resulted in a share price that will attract new investors, including institutional
investors. In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of
those investors. As a result, the trading liquidity of our common stock may not necessarily improve.

 It is not possible to predict the actual
number of shares we will sell under the ELOC Agreement to Arena, or the actual gross proceeds resulting from those sales.

 We are party to a purchase agreement ("ELOC
Agreement") with Arena Business Solutions Global SPC II, Ltd ("Arena") dated February 10, 2025. Under the ELOC Agreement,
we have the right, but not the obligation, to direct Arena to purchase up to $50.0 million in shares of our common stock (the "ELOC
Shares") upon satisfaction of certain terms and conditions contained in the ELOC Agreement, including, without limitation, an effective
registration statement filed with the SEC registering the resale of Commitment Fee Shares (as defined below) and additional shares to
be sold to Arena from time to time under the ELOC Agreement. The term of the ELOC Agreement began on the date of execution and ends on
the earlier of (i) the first day of the month following the 36-month anniversary of the execution date, (ii) the date on which the Investor
shall have purchased the maximum amount of ELOC Shares, or (iii) the effective date of any written notice of termination delivered pursuant
to the terms of the ELOC Agreement (the "Commitment Period").

 During the Commitment Period, we may direct Arena
to purchase ELOC Shares by delivering a notice (an "Advance Notice") to Arena. We shall, in our sole discretion, select the
amount of ELOC Shares requested by us in each Advance Notice. However, such amount may not exceed the Maximum Advance Amount (as defined
in the ELOC Agreement). The purchase price to be paid by Arena for the ELOC Shares will be ninety-six percent (96%) of the VWAP (as defined
in the ELOC Agreement) of our common stock during the trading day commencing on the date of the Advance Notice, subject to adjustment
pursuant to the terms of the ELOC Agreement.

 In consideration for Arena's execution and
delivery of the ELOC Agreement, we agreed to issue to Arena, as a commitment fee: (i) a number of shares of common stock (the "Initial
Commitment Fee Shares") equal to 750,000 divided by the simple average of the daily VWAP of the common stock during the five trading
days immediately preceding the effectiveness of the initial registration statement (the "Initial Registration Statement")
on which the Initial Commitment Fee Shares are registered promptly after the effectiveness of the Registration Statement and (ii) a number
of shares of common stock ("Additional Commitment Fee Shares," and together with the Initial Commitment Fee Shares, the "Commitment
Fee Shares") equal to 750,000 divided by the simple average of the daily VWAP of the common stock during the five trading days immediately
preceding the two month anniversary of the effectiveness of the Initial Registration Statement, promptly after such two-month anniversary.

 Because the price per share of each share sold
to Arena will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the
actual gross proceeds to be raised in connection with those sales.

 In addition, any issuance and sale by us under
the ELOC Agreement of a substantial amount of shares of common stock could cause additional substantial dilution to our stockholders.

 We may require additional financing to sustain
our operations and without it we may not be able to continue operations.

 Subject to the terms and conditions of the ELOC
Agreement, we may, at our discretion, direct Arena to purchase up to $50.0 million of shares of our common stock under the ELOC Agreement
from time-to-time. The purchase price per share for the shares of common stock that we may elect to sell to Arena under the ELOC Agreement
will fluctuate based on the market prices of our common stock for each purchase made pursuant to the ELOC Agreement, if any. Accordingly,
it is not currently possible to predict the number of shares that will be sold to Arena, the actual purchase price per share to be paid
by Arena for those shares, if any, or the actual gross proceeds to be raised in connection with those sales.

 In addition, on February 6, 2025, we entered into
a Securities Purchase Agreement ("Debenture Purchase Agreement") with the purchasers named therein (the "Debenture Investors").
Under the Debenture Purchase Agreement, we agreed to 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 "Debenture Transaction"). 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 our shares of 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 rate.

 Upon the consummation of the closing of each tranche,
we also agreed to issue common stock purchase warrants (the "Debenture Warrants") to each Debenture Investor who participates
in such closing. The Debenture Warrants will: (i) provide for the purchase by the applicable Debenture Investor of a number of shares
of common stock equal to 20% of the total principal amount of the related Debenture purchased by the Debenture 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 Debenture Warrants).

 As of the date of this Annual Report on Form 10-K,
we have conducted two closings pursuant to the Debenture Purchase Agreement and sold Debentures in the aggregate principal amount of $1,666,666
for a purchase price of $1,500,000, representing an original issue discount of ten percent (10%). We also issued to the Debenture Investors
163,394 Debenture Warrants in connection with the closings.

 The extent to which we rely on Arena and/or the
Debenture Investors as a source of funding will depend on a number of factors including, the prevailing market price of our common stock
and the extent to which we are able to secure working and other capital from other sources. If obtaining sufficient funding from ELOC
Agreement were to prove unavailable or prohibitively dilutive, we may need to secure another source of funding in order to satisfy our
working and other capital needs. Even if we were to sell to Arena all of the shares of common stock available for sale to Arena under
the ELOC Agreement and conduct the remaining closings pursuant to the Debenture Purchase Agreement, we may still need additional capital
to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs
be unavailable or prohibitively expensive when we require it, the consequences may be a material adverse effect on our business, operating
results, financial condition and prospects.

 Future sales and issuances of our common
stock or other securities might result in significant dilution and could cause the price of our common stock to decline.

 To raise capital, we may sell common stock, convertible
securities or other equity securities in one or more transactions, at prices and in a manner we determine from time to time. We may sell
shares or other securities in another offering at a price per share that is less than the price per share paid by investors in this offering,
and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share
at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions
may be higher or lower than the price per share paid by investors in this offering.

 We cannot predict what effect, if any, sales of
shares of our common stock in the public market or the availability of shares for sale will have on the market price of our common stock.
However, future sales of substantial amounts of our common stock in the public market, including shares issued upon exercise of outstanding
options, warrants and convertible preferred shares, or the perception that such sales may occur, could adversely affect the market price
of our common stock.

 General Risks

 Our quarterly and annual results may fluctuate
significantly and may not meet our expectations or those of investors or securities analysts.

 Our quarterly and annual results of operations,
including the levels of our revenue, deferred revenue, working capital, and cash flows, may vary significantly in the future, such that
period-to-period comparisons of our results of operations may not be meaningful. Our quarterly and annual financial results may fluctuate
due to a variety of factors, many of which are outside of our control and may be difficult to predict, including, but not limited to:

 the level of demand for our products;

 our ability to grow or maintain our dollar-based net retention rate, expand usage within organizations, and sell subscriptions;

 the timing and success of new features, integrations, capabilities, and enhancements by us to our products, or by our competitors to their products, or any other changes in the competitive landscape of our market;

 our ability to achieve widespread acceptance and use of our products;

 errors in our forecasting of the demand for our products, which would lead to lower revenue, increased costs, or both;

 security breaches, technical difficulties, or interruptions to our systems;

 pricing pressure as a result of competition or otherwise;

 the continued ability to hire high quality and experienced talent in a fiercely competitive environment;

 the timing of the grant or vesting of equity awards to employees, directors, or consultants;

 declines in the values of foreign currencies relative to the U.S. dollar;

 changes in, and continuing uncertainty in relation to, the legislative or regulatory environment;

 legal and regulatory compliance costs in new and existing markets;

 costs and timing of expenses related to the potential acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs;

 environmental matters, such as wildfires, and health epidemics, such as the COVID-19 pandemic, influenza, and other highly communicable diseases or viruses;

 adverse litigation judgments, other dispute-related settlement payments, or other litigation-related costs; and

 general economic conditions in either domestic or international markets, including geopolitical uncertainty and instability and their effects on beverage purchases.

 Any one or more of the factors above may result
in significant fluctuations in our results of operations, which may negatively impact the trading price of our common stock. You should
not rely on our past results as an indicator of our future performance.

 Our outstanding indebtedness could materially
adversely affect our financial condition and our ability to operate our business, pursue our growth strategy, and react to changes in
the economy or industry.

 As of December 31, 2024, we had $500,000 in principal
amount outstanding under U.S. Small Business Administration Loan No. 7331917406 under its Economic Injury Disaster Loan assistance program
in light of the impact of the COVID-19 pandemic, which we refer to as our EIDL Loan, $63,801 in principal outstanding under the Paycheck
Protection Program Loan administered by the U.S. Small Business Administration, $111,300 in principal outstanding under our loans with
Square Capital, LLC and $727,073 of short term borrowing from a private party.

 Our substantial debt could have important consequences
to you, including the following:

 it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt, resulting in possible defaults on and acceleration of such indebtedness;

 our ability to obtain additional financing for working capital, capital expenditures, debt service requirements or other general corporate purposes may be impaired;

 a substantial portion of cash flow from operations may be dedicated to the payment of principal and interest on our debt, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities, acquisitions and other general corporate purposes;

 we are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry are more limited;

 our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our level of debt; and

 our ability to borrow additional funds or to refinance debt may be limited.

 A failure to establish and maintain an effective
system of disclosure controls and internal control over financial reporting, could adversely affect our ability to produce timely and
accurate financial statements or comply with applicable regulations.

 As a public company, we will be subject to the
reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards
of Nasdaq. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial
compliance costs, make some activities more difficult, time consuming, and costly, and place significant strain on our personnel, systems,
and resources.

 The Sarbanes-Oxley Act requires, among other things,
that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop
and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in
the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules
and forms and that information required to be disclosed in reports under the Exchange Act, is accumulated and communicated to our principal
executive and financial officers. We are also continuing to improve our internal controls over financial reporting. In order to maintain
and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended,
and anticipate that we will continue to expend, significant resources, including accounting-related costs and investments to strengthen
our accounting systems.

 Our current controls and any new controls that
we develop may become inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations
could also challenge our internal controls and require that we establish new business processes, systems, and controls to accommodate
such changes. We have limited experience with implementing the systems and controls that will be necessary to operate as a public company,
as well as adopting changes in accounting principles or interpretations mandated by the relevant regulatory bodies. Additionally, if these
new systems, controls or standards and the associated process changes do not give rise to the benefits that we expect or do not operate
as intended, it could adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial
reports or the effectiveness of internal control over financial reporting. Moreover, our business may be harmed if we experience problems
with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation
issues that may arise.

 Further, weaknesses in our disclosure controls
and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or
any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our
reporting obligations and may result in a restatement of our consolidated financial statements for prior periods. Any failure to implement
and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations
and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over
financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective
disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our
reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition,
if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq. As a public company, we are required
to provide an annual management report on the effectiveness of our internal control over financial reporting.

 Our independent registered public accounting firm
is not required to formally attest to the effectiveness of our internal control over financial reporting. At such time as our registered
public accounting firm is required to formally attest to the effectiveness of our internal control over financial reporting, our independent
registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal
control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal
control over financial reporting could harm our business, results of operations, and financial condition and could cause a decline in
the trading price of our common stock. Changes in tax laws or regulations could be enacted or existing tax laws or regulations could be
applied to us or our customers in a manner that could increase the costs of our products and harm our business.

 We may engage in merger and acquisition
activities, which would require significant management attention, disrupt our business, dilute stockholder value, and adversely affect
our business, results of operations, and financial condition.

 As part of our business strategy to expand our
product offerings and grow our business in response to changing technologies, customer demand, and competitive pressures, we have in the
past and may in the future make investments or acquisitions in other companies, products or technologies. The identification of suitable
acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to complete acquisitions on favorable terms,
if at all. These acquisitions may not ultimately strengthen our competitive position or achieve the goals of such acquisition, and any
acquisitions we complete could be viewed negatively by customers or investors. We may encounter difficult or unforeseen expenditures in
integrating an acquisition, particularly if we cannot retain the key personnel of the acquired company. In addition, if we fail to successfully
integrate such acquisitions, or the assets, technologies or personnel associated with such acquisitions, into our company, the business
and results of operations of the combined company would be adversely affected.

 Acquisitions may disrupt our ongoing operations,
divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, subject us to increased
regulatory requirements, cause adverse tax consequences or unfavorable accounting treatment, expose us to claims and disputes by stockholders
and third parties, and adversely impact our business, financial condition, and results of operations. We may not successfully evaluate
or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges.
We may have to pay cash for any such acquisition which would limit other potential uses for our cash. If we incur debt to fund any such
acquisition, such debt may subject us to material restrictions in our ability to conduct our business, result in increased fixed obligations,
and subject us to covenants or other restrictions that would decrease our operational flexibility and impede our ability to manage our
operations. If we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders'
ownership would be diluted.

 We may need additional capital, and we cannot
be sure that additional financing will be available.

 In the future, we may raise additional capital
through additional equity or debt financing to support our business growth, to respond to business opportunities, challenges or unforeseen
circumstances, or for other reasons. On an ongoing basis, we are evaluating sources of financing and may raise additional capital in the
future. Our ability to obtain additional capital will depend on our development efforts, business plans, investor demand, operating performance,
the condition of the capital markets, and other factors. We cannot assure you that additional financing will be available to us on favorable
terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities
may have rights, preferences or privileges senior to the rights of existing stockholders, and existing stockholders may experience dilution.
Further, if we are unable to obtain additional capital when required, or are unable to obtain additional capital on satisfactory terms,
our ability to continue to support our business growth or to respond to business opportunities, challenges, or unforeseen circumstances
would be adversely affected.

 Our amended and restated articles of incorporation
provide that the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United
States of America are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders'
ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

 Our amended and restated articles of incorporation
provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is
the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

 any derivative claim or cause of action brought on our behalf;

 any claim or cause of action for a breach of fiduciary duty owed by any of our current or former directors, officers or other employees to us or our stockholders;

 any claim or cause of action against us or any of our current or former directors, officers or other employees arising out of or pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as each may be amended from time to time);

 any claim or cause of action seeking to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws (as each may be amended from time to time, including any right, obligation or remedy thereunder);

 any claim or cause of action as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; and

 any claim or cause of action against us or any of our current or former directors, officers or other employees governed by the internal-affairs doctrine.

 This provision would not apply to suits brought
to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.
In addition, our amended and restated certificate of incorporation that will be in effect prior to the closing of this offering will provide
that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district
courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of
action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. For the avoidance
of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering
giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or
entity and who has prepared or certified any part of the documents underlying the offering. If a court were to find either choice of forum
provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may
incur additional costs associated with resolving such action in other jurisdictions. For example, the Court of Chancery of the State of
Delaware recently determined that the exclusive forum provisions of federal district courts of the United States of America for resolving
any complaint asserting a cause of action arising under the Securities Act is not enforceable.

 These choice of forum provisions may limit a stockholder's
ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees.
While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek
to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions
will be enforced by a court in those other jurisdictions. We note that investors cannot waive compliance with the federal securities laws
and the rules and regulations thereunder.

 Additionally, our amended and restated certificate
of incorporation provide that any person or entity holding, owning or otherwise acquiring any interest in any of our securities shall
be deemed to have notice of and consented to these provisions.

 Our charter documents also contain other provisions
that could have an anti-takeover effect, such as:

 permitting the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

 providing that directors may only be removed pursuant to the provisions of Section 141(k) of the Delaware General Corporation Law;

 prohibiting cumulative voting for directors;

 requiring super-majority voting to amend some provisions in our amended and restated bylaws;

 authorizing the issuance of "blank check" preferred stock that our board of directors could use to implement a stockholder rights plan; and

 eliminating the ability of stockholders to call special meetings of stockholders.

 Moreover, because we are incorporated in Delaware,
we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibit a person who owns 15% or more
of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which
the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.
Any provision in our amended and restated certificate of incorporation or our amended and restated bylaws or Delaware law that has the
effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares
of our common stock and could also affect the price that some investors are willing to pay for our common stock.

 We do not intend to pay dividends for the
foreseeable future.

 We have never declared or paid any cash dividends
on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. We expect to retain future earnings, if
any, to fund the development and growth of our business. Any future determination to pay dividends on our capital stock will be at the
discretion of our board of directors. Accordingly, stockholders must rely on sales of their common stock after price appreciation, which
may never occur, as the only way to realize any future gains on their investments.

 Catastrophic events may disrupt our business.

 Labor discord or disruption, geopolitical events,
social unrest, war, terrorism, political instability, acts of public violence, boycotts, hostilities and social unrest and other health
pandemics that lead to avoidance of public places or cause people to stay at home could harm our business. Additionally, natural disasters
or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy, and thus
could harm our business. In particular, the COVID-19 pandemic, including the reactions of governments, markets, and the general public,
may result in a number of adverse consequences for our business, operations, and results of operations, many of which are beyond our control.
In the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack,
war or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, breaches
of data security, and loss of critical data, all of which would harm our business, results of operations, and financial condition. In
addition, the insurance we maintain would likely not be adequate to cover our losses resulting from disasters or other business interruptions.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 Risk Management and Strategy

 We have an information security program designed
to identify, protect, detect and respond to, and manage reasonably foreseeable cybersecurity risks and threats. To protect our information
systems from cybersecurity threats, we utilize various security tools that help prevent, identify, escalate, investigate, resolve, and
recover from identified vulnerabilities and security incidents in a reasonably timely manner. These include, but are not limited to, internal
reporting and tools for monitoring and detecting cybersecurity threats.

 We evaluate the risks associated with technology
and cybersecurity threats and monitor our information systems for potential weaknesses. We review and test our information technology
system on an as-needed basis and also utilize internal team personnel to evaluate and assess the efficacy of our information technology
system and enhance our controls and procedures. The results of these assessments are reported to our Audit Committee and, from time to
time, our Board of Directors.

 There can be no assurances that our cybersecurity
risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or are
effective in protecting our systems and information.

 As of the date of this report, we are not aware
of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or financial
condition.

 Governance

 Our Board of Directors considers cybersecurity
risk as part of its risk oversight function. It has delegated oversight of cybersecurity and other information technology risks to the
Audit Committee of the Board of Directors. The Audit Committee oversees the implementation of the cybersecurity risk management program.

 The Audit Committee receives periodic reports
from management on potential cybersecurity risks and threats. The Audit Committee reports to the full Board of Directors regarding its
activities, including those related to cybersecurity. The full Board of Directors also receives briefings from management on the cybersecurity
risk management program as needed.

 Management is responsible for assessing and managing
our material risks from cybersecurity threats. Management has primary responsibility for our overall cybersecurity risk management program
and supervises both the internal cybersecurity personnel and external cybersecurity consultants.

 The management team supervises efforts to prevent,
detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security
personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants;
and alerts and reports produced by security tools deployed in the IT environment. Our cybersecurity incident response plan governs our
assessment and response upon the occurrence of a material cybersecurity incident, including the process for informing senior management
and our Board of Directors.

 Item 2. Properties

 Our executive office is located at 580 N. Berry
Street, Brea, California and our telephone number is (714) 784-6369.

 As of December 31, 2024, we had 12 company-owned
retail locations across California, in Korea, and in Malaysia, all of which are leased.

 Item 3. Legal Proceedings

 There are no material proceedings to which any
director or officer, or any associate of any such director or officer, is a party that is adverse to our company or any of our subsidiaries
or has a material interest adverse to our company or any of our subsidiaries. No director or executive officer has been a director or
executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past
ten years. No current director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding
during the past ten years. No current director or executive officer has been the subject of any order, judgment or decree of any court
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or
banking activities during the past ten years. No current director or officer has been found by a court to have violated a federal or state
securities or commodities law during the past ten years.

 We are subject to various legal proceedings from
time to time as part of its business. We are not presently a party to any legal proceedings that, if determined adversely to us, we believe
would individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition or cash
flows. However, legal proceedings are inherently uncertain. As a result, the outcome of a particular matter or a combination of matters
may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular
period.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Registrant's Common
Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities

 Market Information

 Our common stock is listed on the Nasdaq Capital
Market under the symbol "REBN".

 Holders of Record

 As of [March 27, 2024], there were [2,716,373]
of our shares of common stock issued and outstanding held by approximately [412] stockholders of record. The number of record holders
was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are
held in the names of various security brokers, dealers, and registered clearing agencies.

 Dividends

 We have never declared or paid any cash dividends
on our capital stock. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of
our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our
dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations,
capital requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained
in any financing instruments. Our ability to declare dividends may also be limited by restrictive covenants pursuant to any other future
debt financing agreements.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 See Item 12, "Security Ownership of Certain
Beneficial Owner and Management and Related Stockholder Matters," for information related to securities authorized for issuance
under the Company's equity compensation plans.

 Recent Sales of Unregistered Equity Securities

 None.

 Reverse Stock Split

 On January 12, 2024, we filed a Certificate of
Amendment (the "Certificate of Amendment") to our Certificate of Incorporation to effect a reverse stock split of our 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
shareholder. Instead, we 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 our historical financial statements
and unless otherwise stated, all option, share, and per share information gives effect to the Reverse Stock Split.

 Issuer Purchases of Equity Securities

 None.

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

 Management's Discussion and Analysis
of Financial Condition and Results of Operations is intended to assist in understanding and assessing the trends and significant changes
in our results of operations and financial condition. Historical results may not be indicative of future performance. The statements in
this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and all
other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well
as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed
in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report,
particularly in "Risk Factors" or in other sections of this Annual Report on Form 10-K.

 Business

 Reborn Coffee is focused on serving high quality,
specialty-roasted coffee at retail locations, kiosks and cafes. We are an innovative company that strives for constant improvement in
the coffee experience through exploration of new technology and premier service, guided by traditional brewing techniques. We believe
Reborn differentiates Coffee itself from other coffee roasters through its innovative techniques, including sourcing, washing, roasting,
and brewing our coffee beans with a balance of precision and craft.

 Founded in 2015 by Jay Kim, our Chief Executive
Officer, Mr. Kim and his team launched Reborn Coffee with the vision of using the finest pure ingredients and pristine water. We currently
serve customers through our 10 retail stores located in California, 1 store in Korea, and 1 store in Malaysia.

 Reborn Coffee continues to elevate the high-end
coffee experience, and we received 1st place traditional still in "America's Best Cold Brew" competition by Coffee Fest
in 2017 in Portland and 2018 in Los Angeles.

 Current Operations

 We have a production and distribution center at
our headquarters that we use to process and roast coffee for wholesale and retail distribution.

 We have the following twelve retail coffee locations
as of December 31, 2024:

 La Floresta Shopping Village in Brea, California;

 La Crescenta, California;

 Corona Del Mar, California;

 Home Depot Center in Laguna Woods, California;

 Manhattan Village at Manhattan Beach, California.

 Huntington Beach, California;

 Galleria at Tyler in Riverside, California;

 Intersect in Irvine, California;

 Diamond Bar, California; and

 Anaheim, California

 Daejeon, Korea

 Kuala Lumpur, Malaysia

 Components of Our Results of Operations

 Revenue

 We recognize revenue in accordance with ASC 606,
Revenue from Contracts with Customers. Our net revenue primarily consists of revenues from our retail locations and wholesale and online
stores. Accordingly, we recognize revenue as follows:

 Retail
Store Revenue

 Retail store revenues are recognized
when payment is tendered at the point of sale. Retail store revenues are reported net of sales, use or other transaction taxes that are
collected from customers and remitted to taxing authorities. Sales taxes that are payable are recorded as accrued as other current liabilities.
Retails store revenue makes up approximately [98]% of our total revenue.

 Wholesale
and Online Revenue

 Wholesale and online revenues are recognized
when the products are delivered, and title passes to customers or to the wholesale distributors. When customers pick up the products at
our warehouse, or the products are delivered to the wholesale distributors, the title of the products passes and revenue is recognized.
Wholesale revenues make up between [4% to 6%] of our total revenue.

 Cost of Sales

 Cost of sales includes costs associated with generating
revenue within our company-owned retail locations and through wholesale and online platform.

 General and Administrative Expense

 General and administrative expenses include store-related
expenses as well as our corporate headquarters' expenses.

 Reverse Stock Split

 On January 12, 2024, we filed the Certificate
of Amendment to our Certificate of Incorporation to effect the Reverse Stock Split of our issued common stock in the ratio of 1-for-8.
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.

 Results of Operations

 The following tables present the summary of historical
consolidated financial data for Reborn Coffee, Inc. and its subsidiaries for the periods and at the dates indicated. Historical results
are not necessarily indicative of the results expected for any future period. You should read the summary of historical consolidated financial
data below, together with our audited consolidated financial statements and related notes thereto.

 For the Year Ended December 31, 2024 Compared to the Year Ended
December 31, 2023.

 Changes

 2024

 2023

 %

 Net revenues:

 Stores

 $
 5,573,247

 $
 5,266,783

 $
 306,464

 5.8
 %

 Wholesale and online

 355,286

 241,356

 113,930

 47.2
 %

 Total net revenues

 5,928,533

 5,508,139

 420,394

 7.6
 %

 Operating costs and expenses:

 Product, food and drink costs - stores

 2,062,460

 1,782,681

 279,779

 15.7
 %

 Cost of sales—wholesale and online

 142,114

 105,714

 36,400

 34.4
 %

 General and administrative

 8,343,505

 8,162,523

 180,982

 2.2
 %

 Total operating costs and expenses

 10,548,079

 10,050,918

 497,161

 4.9
 %

 Loss from operations

 (4,619,546
)

 (4,542,779
)

 (76,767
)

 1.7
 %

 Other income (expense):

 Other income (expense)

 55,140

 (8,942
)

 64,082

 -716.6
 %

 Asset impairment loss

 (25,602
)

 -

 (25,602
)

 n/a

 Loss on the sale of building

 -

 (36,094
)

 36,094

 -100.0
 %

 Interest expense

 (215,140
)

 (129,480
)

 (85,660
)

 66.2
 %

 Total other expense, net

 (185,602
)

 (174,516
)

 (11,086
)

 6.4
 %

 Loss before income taxes

 (4,805,148
)

 (4,717,295
)

 (87,853
)

 1.9
 %

 Provision for income taxes

 7,828

 (7,028
)

 -89.8
 %

 $
 (4,805,948
)

 $
 (4,725,123
)

 $
 (80,825
)

 1.7
 %

 Net Revenues – Revenues were
approximately $5.9 million for the year ended December 31, 2024, compared to $5.5 million for the year ended December 31, 2023, representing
an increase of approximately $0.4 million, or 7.6%. The increase in sales for the periods was primarily driven by the opening of new locations,
and to the continued focus on marketing efforts to grow brand recognition.

 Product, Food and Drink Costs (stores)
– Product, food and drink costs were approximately $2.1 million for the year ended December 31, 2024 compared to $1.8 million
for the comparable period in 2023, representing an increase of approximately $0.3 million, or 15.7%. The increase in costs was partially
driven by the opening of new locations and the overall increase in sales for the period.

 General and administrative expenses
– General and administrative expenses were approximately $8.3 million for the year ended December 31, 2024 compared to $8.2
million for the comparable period in the prior year, representing an increase of approximately $0.1 million, or 1.2%. The increase was
mainly caused by increased occupancy expenses and labor costs with opening of new locations.

 Other Income (Expense) – Other
income or expense primarily includes interest expense. Interest expense was $0.2 million for the year ended December 31, 2024 compared
to $0.1 million for the year ended December 31, 2023, an increase of $0.1 million. The increase was primarily due to increase in high
interest rate for the monies borrowed during 2024.

 Liquidity and Capital Resources

 We have a history of operating losses and negative
cash flow in operating activities. We have incurred recurring net losses, including net losses from operations before income taxes of
$4.8 million and $4.7 million for the years ended December 31, 2024 and 2023, respectively. We used $3.5 million and $3.2 million cash
for operating activities during the years ended December 31, 2024 and 2023, respectively. These factors raise substantial doubt as to
our ability to continue as a going concern, and our independent registered public accounting firm has included a going concern explanatory
paragraph in our audit report for 2024.

 Our cash needs will depend on numerous factors,
including our revenues, completion of our product development activities, customer and market acceptance of our product, and our ability
to reduce and control costs. We expect to devote substantial capital resources to, among other things, fund operations and continue development
plans.

 To support our existing and planned business model,
we need to raise additional capital to fund our future operations. We have not experienced any difficulty in raising funds through loans,
and have 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 our operations in near future. However, other than the ELOC Agreement and the Arena Debenture Transaction, 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 we can continue as a going concern.

 Years Ended

 2024

 2023

 Statement of Cash Flow Data:

 Net cash used in operating activities

 (3,452,229
)

 (3,179,003
)

 Net cash provided by (used in) investing activities

 (977,217
)

 (2,413,257
)

 Net cash provided by financing activities

 4,423,360

 2,737,526

 Cash Flows Used in Operating Activities

 Net cash used in operating activities during the
year ended December 31, 2024 was approximately $3.5 million, which resulted from net loss of $4.8 million, non-cash charges of $0.8 million
for stock compensation, and $0.4 million for depreciation, and net cash inflows of $0.2 million from changes in operating assets and liabilities.

 Net cash used in operating activities during the
year ended December 31, 2023 was approximately $3.2 million, which resulted from net loss of $4.7 million, non-cash charges of $0.3 million
for stock compensation, $0.3 million for operating lease and $0.3 million for depreciation, and net cash inflows of $0.7 million from
changes in operating assets and liabilities.

 Cash Flows Used in Investing Activities

 Net cash used in investing activities for the
years ended December 31, 2024 and 2023 was $1.0 million and $2.4 million, respectively. These expenditures in each period are primarily
related to purchases of property and equipment in connection with current and future location openings and maintaining our existing locations.

 Cash Flows Provided by Financing Activities

 Net cash provided by financing activities during
the year ended December 31, 2024 was $4.4 million, which was primarily due to proceeds from issuances of common stock and off-set by repayments
of loans payable. Net cash provided by financing activities during the year ended December 31, 2023 was $2.7 million, which was primarily
from proceeds from the credit line and loans.

 Credit Facilities

 Economic Injury Disaster Loan

 On May 16, 2020, we executed the EIDL Loan from
the SBA under its EIDL assistance program in light of the impact of the COVID-19 pandemic on our business. As of December 31, 2024, the
loan payable, EIDL Loan noted above is not in default.

 Pursuant to the SBA Loan Agreement, we borrowed
an aggregate principal amount of the EIDL Loan 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 May 16, 2021 (twelve months from the date of the SBA Loan Agreement) in the amount of
$731. The balance of principal and interest is payable thirty years from the date of the SBA Loan. In connection therewith, we 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 Operations. The schedule of payments on this loan was later deferred to commence 24 months
from the date of loan and we have paid the payments since May 2022.

 In connection therewith, we executed (i) a loan
for the benefit of the SBA, which contains customary events of default and (ii) a Security Agreement, granting the SBA a security interest
in all of our tangible and intangible personal property, which also contains customary events of default (the "SBA Security Agreement").

 Paycheck Protection Program Loan

 In May 2020, we secured a loan under the PPP administered
by the SBA in the amount of $115,000. In February 2021, we secured a second loan under this program in the amount of approximately $167,000.
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. Commencing seven months after the effective date of each PPP Loan, we are required to pay the Lender
equal monthly payments of principal and interest as required to fully amortize any unforgiven principal balance of the loan by the two-year
anniversary of the effective date of the loan. The PPP Loan contains customary events of default relating to, among other things, payment
defaults, making materially false or misleading representations to the SBA or the Lender, or breaching the terms of the PPP Loan. The
occurrence of an event of default may result in the repayment of all amounts outstanding under the PPP Loan, collection of all amounts
we owe, or filing suit and obtaining judgment against us. 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 us to apply for forgiveness of our PPP loan. The Company was granted forgiveness for the initial PPP Loan prior
to December 31, 2021.

 Leases

 Operating Leases

 We currently lease all company-owned retail locations.
Operating leases typically contain escalating rentals over the lease term, as well as optional renewal periods. Rent expense for operating
leases is recorded on a straight-line basis over the lease term and begins when Reborn has the right to use the property. The difference
between rent expense and cash payment is recorded as deferred rent on the accompanying consolidated balance sheets. Pre-opening rent is
included in selling, general and administrative expenses on the accompanying consolidated statements of income. Tenant incentives used
to fund leasehold improvements are recorded in deferred rent and amortized as reductions to rent expense over the term of the lease.

 Income Taxes

 We file income tax returns in the U.S. federal and California state jurisdictions. We also file income tax returns in South Korea and
Malaysia related to our subsidiaries located in those countries. Income taxes in South Korea and Malaysia is not material.

 Upon the closing of this offering, we will be
taxed at the prevailing U.S. corporate tax rates. We will be treated as a U.S. corporation and a regarded entity for U.S. federal, state
and local income taxes. Accordingly, a provision will be recorded for the anticipated tax consequences of our reported results of operations
for U.S. federal, state and foreign income taxes.

 Off Balance Sheet Arrangements

 We do not have any off-balance sheet arrangements
that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments,
purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with
GAAP.

 Critical Accounting Estimates and Policies

 The preparation of financial statements requires
management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and
related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions
that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis, and
the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily
apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management
believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting
our financial reporting are summarized in Note 2 to the financial statements included elsewhere in this Annual Report on Form 10-K.

 Recent Accounting Pronouncements

 We have determined that all other issued, but
not yet effective accounting pronouncements are inapplicable or insignificant to us and once adopted are not expected to have a material
impact on our financial position.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk

 Under SEC rules and regulations, because we are
considered to be a "smaller reporting company", we are not required to provide the information required by this item in this
report.

 Item 8. Financial Statements and Supplementary
Data

 The Financial Statements and Supplementary Data
required by this Item 8 are incorporated by reference to information beginning on Page F-1 of this Form 10-K.

 Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures

 None.

 Item 9A. Controls 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). 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 that:

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

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 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.

 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
Reporting

 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
Procedures

 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.

 Item 9B. Other Information

 Trading Plans

 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.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections

 Not applicable.

 Item 10. Directors, Executive Officers and
Corporate Governance

 Current Directors and Executive Officers

 The following table provides information regarding
our executive officers and members of our board of directors as of the date of this Annual Report on Form 10-K:

 Name

 Age

 Position

 Executive Officers

 Chief Executive Officer and Director

 Non-Employee Directors

 Farooq M. Arjomand

 Chairman of the Board of Directors and Independent Director

 Dennis R. Egidi

 Sehan Kim

 Independent Director

 Andy Nasim

 Independent Director

 Jennifer Tan

 Independent Director

 Background of Executive Officers and Directors

 Jay Kim, age 63, Chief Executive Officer
and Director

 Mr. 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-caf franchise "O'My Buns." Tutti Frutti grew to approximately
700 agents worldwide that offered self-serve frozen yogurt. Mr. 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. Kim was the
owner of Coffee Roasters in Riverside, California from 2002 to 2007. Mr. 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. Mr. 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. Kim worked
as the plant start-up engineer for Toyota Auto Body Inc.

 Mr. 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
1st. LT. of the US Army in 1986 and retired from the US Army in 1988.

 Stephan Kim, age 49, Chief Financial Officer

 Mr. 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. 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. Mr. Kim graduated from Sogang University in South Korea
with a B.A. in Sociology and Business in 2002 and earned a Master's degree in Professional Accountancy from Indiana University in
2005. Mr. 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 office.

 Non-Employee Directors

 Farooq M. Arjomand, age 67, Chairman of
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 Inc. 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. Mr. 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.

 Mr. 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. Mr. 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. Mr. Arjomand is a citizen of the United Arab Emirates. He graduated with a Business Management degree from Seattle Pacific
University in Seattle, Washington.

 Dennis R. Egidi, age 75, Director

 Mr. 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 of Detroit.

 Mr. Egidi joined our Board as a Director and the
Vice Chairman of the Board in June of 2020. Mr. 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. 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. Mr. 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.

 Mr. 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. 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. 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.

 Sehan Kim, age 70, Director

 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 1997 Mr. 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. Mr. 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

 Andy Nasim has served as a Director on our Board
since July 2023. Mr. 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. 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.

 Jennifer Tan, age 57, Director

 Jennifer Tan has served as a Director on our Board
since October 2023. Ms. 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. From 2009 to 2019, Ms. 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
Macau. 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

 There are no family relationships among any of
our executive officers or directors.

 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 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
or removal.

 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.

 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.

 Audit Committee

 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. 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. 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; and

 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 of Farooq
M. 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:

 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; and

 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 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 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.

 Item 11. Executive Compensation

 Compensation Philosophy

 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; and

 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; and

 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 2024,
which consist of our principal executive officer and our two highest compensated executive officers, were:

 Jay
Kim, President and Chief Executive Officer; and

 Stephan
Kim, Chief Financial Officer.

 Administration

 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; and

 general
benefits.

 Base Salary

 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.

 General Benefits

 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, 2024 and December 31, 2023.

 Salary

 Bonus

 Stock
 Awards

 Option
 Awards

 Non-equity
 Incentive plan
 compensation

 Change in
 Pension
 Value and
 Nonqualified
 deferred
 compensation

 All other
 Compensation

 Total

 Name and principal position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Chief Executive Officer

 2024

 $
 162,000

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 $
 162,000

 2024

 $
 124,000

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 $
 124,000

 Chief Executive Officer

 2023

 $
 150,000

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 $
 150,000

 2023

 $
 144,000

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 $
 144,000

 Employment Agreements

 Effective July 27, 2022, we executed an employment
agreement with Stephan Kim for Mr. Kim to serve as our full time Chief Financial Officer, effective immediately. Mr. Kim shall receive
a monthly payment of $12,000 ($144,000 annually) as compensation for his services, and we granted $56,000 worth of restricted stock units
(RSUs), which vested 3 months after employment and can be sold after one year. The employment agreement is an at-will agreement and is
terminable by either party at any time.

 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. We have
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

 As of December 31, 2024, there were no outstanding
equity awards for each of the NEOs.

 Director Compensation

 No compensation was paid to our non-employee directors
for services rendered during the years ended December 31, 2024 and 2023.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

 The following table sets forth, as of March 15,
2025, 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 NEOs; and

 all
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. Berry St. Brea, CA 92821.

 Number of Shares

 Percentage of Shares

 Name of Beneficial Owner

 Beneficially Owned

 Beneficially Owned

 5% or Greater Stockholders

 Directors and Named Executive Officers

 Jay Kim, Chief Executive Officer and Director

 410,834

 9.0
 %

 Stephan Kim, Chief Financial Officer

 87,190

 1.9
 %

 Farooq M. Arjomand, Chairman of the Board

 456,082

 10.0
 %

 Dennis R. Egidi, Director

 155,350

 3.4
 %

 Sehan Kim, Director

 47,786

 1.0
 %

 Andy Nasim, Director

 -

 -

 Jennifer Tan, Director

 -

 -

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

 1,157,242

 25.3
 %

 Securities Authorized for Issuance under Equity
Compensation Plans

 None.

 Changes in Control

 None.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence

 Policies and Procedures for Related Person
Transactions

 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 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.

 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. 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
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 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
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.

 Item 14. Principal Accountant Fees and Services

 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
2024

 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)

 $
 125,000

 Audit related fees (2)

 -

 Tax fees (3)

 -

 $
 125,000

 (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.

 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.

 Item 15. Exhibits, Financial Statement Schedule

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

 (1)
 Financial
Statements

 Page

 Report of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 (2)
 Financial
Statements Schedule

 All financial statement schedules are omitted
because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial
statements and notes beginning on F-1 on this Report.

 (b)
 Exhibits

 EXHIBIT INDEX

 3.1

 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)

 3.2

 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)

 3.3

 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)

 4.1

 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)

 4.2

 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)

 4.3

 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)

 4.4

 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)

 4.5

 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)

 10.1

 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)

 10.2

 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)

 10.3+

 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)

 10.4

 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)

 10.5

 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)

 10.6

 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)

 10.7

 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)

 10.8

 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)

 10.9

 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)

 10.10

 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)

 10.11

 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)

 10.12

 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)

 10.13+

 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)

 10.14

 Line of Credit Note issued by Reborn Global Holdings, Inc. on June 1, 2023 in the name of DRE, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 24, 2023)

 10.15

 Exchange Agreement by and between Reborn Coffee, Inc. and DRE, Inc. dated November 28, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 29, 2023)

 10.16

 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)

 10.17

 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)

 10.18

 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)

 10.19

 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)

 10.20

 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)

 10.21

 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)

 10.22

 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)

 10.23

 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)

 10.24

 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)

 10.25

 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)

 10.26

 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)

 10.27

 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)

 19.1*

 Code of Business Conduct and Ethics (Insider Trading Policy)

 21.1

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

 31.1*

 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.

 31.2*

 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.

 32.1**

 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.

 32.2**

 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.

 97.1

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

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 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.

 Item 16. Form 10-K Summary

 Not applicable.

 Report of Independent Registered Public Accounting
Firm

 To the Board of Directors

 and Stockholders of Reborn Coffee, Inc. and Subsidiaries

 Opinion on the Consolidated Financial Statements

 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
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 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 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.

 Going
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. Auditing
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.

 Irvine, CA

 F- 1

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 158,215

 $
 164,301

 Accounts receivable, net of allowance for doubtful accounts of $ 0 and $ 0, respectively

 67,309

 56,938

 Inventories, net

 169,615

 185,061

 Prepaid expense and other current assets

 467,613

 359,124

 Total current assets

 862,752

 765,424

 Property and equipment, net

 4,080,004

 3,494,050

 Operating lease right-of-use asset

 2,653,179

 4,566,968

 Other assets

 193,188

 425,712

 Total assets

 $
 7,789,123

 $
 9,252,154

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Accounts payable

 $
 558,444

 $
 632,753

 Accrued expenses and current liabilities

 774,826

 611,290

 Loans payable to financial institutions, current

 111,300

 791,352

 Loans payable to others

 427,073

 609,027

 Loans payable to shareholders

 -

 100,000

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

 Loan payable, payroll protection program (PPP), current

 37,494

 45,678

 Operating lease liabilities, current

 844,177

 1,003,753

 Total current liabilities

 2,783,374

 3,823,913

 Loans payable to financial institutions, net of current

 -

 335,147

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

 469,940

 469,940

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

 26,307

 51,595

 Operating lease liabilities, net of current

 1,906,760

 3,725,153

 Total liabilities

 5,186,381

 8,405,748

 Commitments and Contingencies

 Stockholders' equity

 Common Stock, $ 0.0001 par value, 40,000,000 shares authorized; 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, 2024 and 2023, respectively

 -

 -

 Additional paid-in capital

 22,674,095

 17,603,143

 Accumulated deficit

 ( 21,562,872
)

 ( 16,756,924
)

 Accumulated other comprehensive income (loss)

 21,091

 -

 Total stockholders' equity

 2,602,742

 846,406

 Total liabilities and stockholders' equity

 $
 7,789,123

 $
 9,252,154

 See accompanying notes to consolidated financial
statements.

 F- 2

 CONSOLIDATED STATEMENTS OF OPERATIONS

 2024

 2023

 Net revenues:

 Stores

 5,573,247

 5,266,783

 Wholesale and online

 355,286

 241,356

 Total net revenues

 5,928,533

 5,508,139

 Operating costs and expenses:

 Product, food and drink costs - stores

 2,062,460

 1,782,681

 Cost of sales—wholesale and online

 142,114

 105,714

 General and administrative

 8,343,505

 8,162,523

 Total operating costs and expenses

 10,548,079

 10,050,918

 Loss from operations

 ( 4,619,546
)

 ( 4,542,779
)

 Other income (expense):

 Other income (expense)

 55,140

 ( 8,942
)

 Asset impairment loss

 ( 25,602
)

 -

 Loss on the sale of building

 -

 ( 36,094
)

 Interest expense

 ( 215,140
)

 ( 129,480
)

 Total other expense, net

 ( 185,602
)

 ( 174,516
)

 Loss before income taxes

 ( 4,805,148
)

 ( 4,717,295
)

 Provision for income taxes

 7,828

 $
)

 $
)

 Loss per share:

 Basic and diluted

 $
 ( 1.66
)

 $
 ( 2.86
)

 Weighted average number of common shares outstanding:

 Basic and diluted

 2,896,960

 1,652,034

 See accompanying notes to consolidated financial
statements.

 F- 3

 CONSOLIDATED SHAREHOLDERS' EQUITY

 Common
 Stock

 Common
 Stock Issuable

 Preferred
 Stock

 Additional

 Paid-in

 Accumulated

 Accumulated

 Other

 Comprehensive

 Total

 Shareholders'

 Shares

 Shares

 Shares

 Capital

 Deficit

 Income
 (loss)

 Equity (Deficit)

 Balance as of December 31, 2022

 1,645,340

 $

 -

 $
 -

 -

 $
 -

 $
 16,318,165

 $
 ( 12,031,801
)

 $
 -

 $
 4,286,529

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 Stock compensation - issuance for services

 12,500

 -

 -

 -

 -

 284,999

 -

 -

 285,000

 Common stock issued – conversion from the
 credit line

 208,333

 -

 -

 -

 -

 999,979

 -

 -

 1,000,000

 Balance as of December 31, 2023

 1,866,174

 $

 -

 $
 -

 -

 $
 -

 $
 17,603,143

 $
 ( 16,756,924
)

 $
 -

 $
 846,406

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 Stock compensation - issuance for services

 57,512

 -

 -

 -

 -

 187,146

 -

 -

 187,152

 Stock compensation - issuances to employees

 267,370

 -

 -

 -

 -

 600,034

 -

 -

 600,061

 Issuances of common stock

 2,083,452

 -

 -

 -

 -

 4,283,772

 -

 -

 4,283,980

 Common stock issuable

 -

 -

 294,000

 -

 -

 -

 -

 -

 Foreign currency translation

 -

 -

 -

 -

 -

 -

 21,091

 21,091

 Balance as of December 31, 2024

 4,274,508

 $

 294,000

 $

 -

 $
 -

 $
 22,674,095

 $
 ( 21,562,872
)

 $
 21,091

 $
 2,602,742

 See accompanying notes to consolidated financial
statements.

 F- 4

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2024

 2023

 Cash flows from operating activities:

 $
)

 $
)

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

 Stock compensation

 600,061

 285,000

 Stock issued for services

 187,152

 -

 Operating lease

 ( 64,180
)

 256,618

 Depreciation

 391,263

 262,019

 Changes in operating assets and liabilities:

 Decrease (increase) in accounts receivable

 ( 10,371
)

 ( 56,158
)

 Decrease (increase) in inventories

 15,446

 ( 52,718
)

 Decrease (increase) in other assets, net

 124,035

 ( 71,822
)

 Increase (decrease) in accounts payable

 ( 53,218
)

 544,944

 Increase (decrease) in accrued liabilities, net

 163,536

 378,237

 Net cash used in operating activities

 ( 3,452,224
)

 ( 3,179,003
)

 Cash flows from investing activities:

 Acquisition of property and equipment

 ( 1,109,374
)

 ( 2,413,257
)

 Proceeds from disposal of assets

 132,157

 -

 Net cash used in investing activities

 ( 977,217
)

 ( 2,413,257
)

 Cash flows from financing activities:

 Proceeds from issuance of common stock

 4,283,980

 -

 Proceeds from common stock issuable

 Repayent of borrowings from shareholder

 ( 100,000
)

 -

 Proceeds frm loan payable to others

 ( 181,954
)

 -

 Proceeds frm line of credit

 -

 1,000,000

 Repayent of loan payable, PPP

 ( 33,472
)

 -

 Proceeds from loan payable to financial institutions

 -

 1,784,628

 Repayments of loan payable to financial institutions

 ( 1,015,199
)

 ( 47,102
)

 Net cash provided by financing activities

 4,423,355

 2,737,526

 Net increase (decrease) in cash

 ( 6,086
)

 ( 2,854,734
)

 Cash at beginning of year

 164,301

 3,019,035

 Cash at end of year

 $
 158,215

 $
 164,301

 Supplemental disclosures of non-cash investing and financing activities:

 Conversion of credit line to common stock issuances

 $
 -

 $
 1,000,000

 Supplemental disclosure of cash flow information:

 Cash paid during the years for:

 Interest

 $
 215,000

 $
 129,000

 Income taxes

 $

 $

 See accompanying notes to consolidated financial
statements.

 F- 5

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1.
 NATURE OF OPERATIONS

 Reborn Coffee, Inc. ("Reborn")
was incorporated in the State of Florida in January 2018. In July 2022, Reborn was migrated from Florida to Delaware, and filed a certificate
of incorporation with the Secretary of State of the State of Delaware having the same capitalization structure as the Florida predecessor
entity. Reborn has the following wholly owned subsidiaries:

 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 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. Reborn Coffee Franchise continues to develop the Reborn Coffee system for the establishment and operation of Reborn Coffee stores using one or more Reborn Coffee marks. 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 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
"Company".

 2.
 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.

 F- 6

 Reporting

 The consolidated financial statements
include Reborn Coffee, Inc. and its wholly owned subsidiaries as of and for the years ended December 31, 2024 and 2023.

 Basis of Presentation and Consolidation

 The accompanying consolidated financial
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. and its wholly owned subsidiaries. All intercompany
accounts, transactions, and profits have been eliminated upon consolidation.

 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
shareholder. 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.

 F- 7

 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
area:

 2024

 2023

 Net Sales:

 North America

 $
 5,668,402

 $
 5,422,149

 Asia

 260,131

 85,990

 Total net sales

 $
 5,928,533

 $
 5,508,139

 2024

 2023

 Long-lived asset, net:

 North America

 $
 3,352,911

 $
 2,162,263

 Asia

 727,093

 1,331,787

 Total long-lived asset, net

 $
 4,080,004

 $
 3,494,050

 Use of Estimates

 The preparation of consolidated financial
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

 The Company recognizes revenue in accordance
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 as follows:

 Retail Store Revenue

 Retail store revenues are recognized when payment is tendered at the point of sale. Retail store revenues are reported net of sales, use or other transaction taxes that are collected from customers and remitted to taxing authorities. Sales taxes that are payable are recorded as accrued as other current liabilities. Retail store revenue makes up approximately 96 % of the Company's total revenue.

 F- 8

 Wholesale and Online Revenue

 Wholesale and online revenues are recognized when the products are delivered, and title passes to the customers or to the wholesale distributors. When customers pick up products at the Company's warehouse, or distributed to the wholesale distributors, the title passes, and revenue is recognized. Wholesale revenues make up approximately 4 % of the Company's total revenue.

 Royalties and Other Fees

 Franchise revenues consists of royalty fee and other franchise fees. Royalty fee is based on a percentage of franchisee's weekly gross sales revenue at 5 %. 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. 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.

 General and Administrative Expense

 General and administrative expense
includes store-related expense as well as the Company's corporate headquarters' expenses. These include rent and utilities,
payroll and benefits, and depreciation expenses.

 Advertising Expense

 Advertising costs are expensed as incurred.
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

 Pre-opening costs for new stores consist
primarily of payroll and recruiting expense, training, marketing, rent, travel, and supplies, and are expensed as incurred.

 Accounts Receivable

 Accounts receivables are stated net
of allowance for doubtful accounts. The allowance for doubtful accounts is determined primarily on the basis of past collection experience
and general economic conditions. The Company determines terms and conditions for its customers based on volume transacted by the customer,
customer creditworthiness and past transaction history. At December 31, 2024 and 2023, allowance for doubtful accounts was zero.
The Company does not have any off-balance sheet exposure related to its customers.

 F- 9

 Inventories

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

 Property and Equipment

 Property and equipment are recorded
at cost. Maintenance and repairs are charged to expense as incurred. Depreciation and amortization are provided using both the straight-line
and declining balance methods over the following estimated useful lives:

 Furniture and fixtures

 5 - 7 Years

 Store construction

 Lesser of the lease term or the estimated useful lives of the improvements, generally 6 years

 Leasehold improvement

 Lesser of the lease term or the estimated useful lives of the improvements, generally 6 years

 When assets are retired or disposed
of, the cost and accumulated depreciation thereon are removed, and any resulting gains or losses are included in the consolidated statements
of operations. Leasehold improvements are amortized using the straight-line method over the estimated life of the asset, not to exceed
the length of the lease. Repair and maintenance costs are expensed as incurred.

 Operating Leases

 The Company adopted FASB Accounting
Standards Codification, or ASC, Topic 842, Leases ("ASC 842") which requires the recognition of the right-of-use assets and
relating operating and finance lease liabilities on the balance sheet. Under ASC 842, all leases are required to be recorded on the balance
sheet and are classified as either operating leases or finance leases. The lease classification affects the expense recognition in the
income statement. Operating lease charges are recorded entirely in operating expenses. 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.

 Earnings Per Share

 Financial Accounting Standard Board
("FASB") Accounting Standards Codification ("ASC") Topic 260, Earnings Per Share, requires a reconciliation of
the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.

 Basic earnings (loss) per share are
computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during
the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding
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, 2024 and 2023.

 Long-lived Assets

 In accordance with FASB ASC Topic 360,
Property, Plant, and Equipment, the Company reviews for impairment of long-lived assets and certain identifiable intangibles whenever
events or circumstances indicate that the carrying amount of assets may not be recoverable. The Company considers the carrying value of
assets may not be recoverable based upon our review of the following events or changes in circumstances: the asset's ability to
continue to generate income from operations and positive cash flow in future periods; loss of legal ownership or title to the assets;
significant changes in our strategic business objectives and utilization of the asset; or significant negative industry or economic trends.
An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset are less than its
carrying amount. As of December 31, 2024 and 2023, the Company was not aware of any events or changes in circumstances that would indicate
that the long-lived assets are impaired.

 F- 10

 Fair Value of Financial Instruments

 The Company records its financial assets
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.

 Level 2 – Inputs other than Level
1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets
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.

 Level 3 – Inputs include management's
best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable
in the market and significant to the instrument's valuation.

 As of December 31, 2024 and 2023, the
Company believes that the carrying value of accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities
approximate fair value due to the short maturity of theses financial instruments. The financial statements do not include any financial
instruments at fair value on a recurring or non-recurring basis.

 Concentration of Credit Risk

 Financial instruments that potentially
subject the Company to concentrations of credit risk are accounts receivable arising from its normal business activities. The Company
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, 2024 and 2023, no purchases from any vendors accounted for a significant
amount of the Company's bean coffee purchases.

 Related Parties

 Related parties are any entities or
individuals that, through employment, ownership, or other means, possess the ability to direct or cause the direction of management and
policies of the Company.

 Significant Recent Developments
Regarding COVID-19

 The novel coronavirus ("COVID-19")
pandemic has significantly impacted health and economic conditions throughout the United States and globally, as public concern about
becoming ill with the virus has led to the issuance of recommendations and/or mandates from federal, state and local authorities to practice
social distancing or self-quarantine. The Company is continually monitoring the outbreak of COVID-19 and the related business and travel
restrictions and changes to behavior intended to reduce its spread, and its impact on operations, financial position, cash flows, inventory,
supply chains, purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. We have
experienced significant disruptions to our business due to the COVID-19 pandemic and related suggested and mandated social distancing
and shelter-in-place orders.

 F- 11

 Recent Accounting Pronouncement

 In June 2016, the FASB issued Accounting
Standards Update No. 2016-13, "Financial Instruments - Credit Losses (Topic 326)" ("ASU 2016-13"). ASU 2016-13
revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. Originally,
ASU 2016-13 was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with
early adoption permitted. In November 2019, FASB issued ASU 2019-10, "Financial Instruments – Credit Losses (Topic 326), Derivatives
and Hedging (Topic 815), and Leases (Topic 842)." This ASU defers the effective date of ASU 2016-13 for public companies that are
considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods
within those fiscal years. The Company is planning to adopt this standard in the first quarter of fiscal 2023. The Company evaluated and
concluded that no material effects of adopting the provisions of ASU No. 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.

 3.
 PROPERTY AND EQUIPMENT

 Property and equipment consisted of
the following:

 2024

 2023

 Furniture and equipment

 $
 1,365,937

 $
 1,354,766

 Leasehold improvement

 632,516

 622,516

 Store construction

 487,729

 440,700

 Store

 2,991,571

 2,082,554

 Vehicle

 103,645

 103,645

 Total property and equipment

 5,581,398

 4,604,181

 Less accumulated depreciation

 ( 1,501,394
)

 ( 1,110,131
)

 Total property and equipment, net

 $
 4,080,004

 $
 3,494,050

 Depreciation expense on property and
equipment amounted to approximately $ 391,263 and $ 262,000 for the years ended December 31, 2024 and 2023, respectively.

 F- 12

 4.
 LOANS PAYABLE TO FINANCIAL INSITUTIONS

 Loans payable to financial institutions consisted of the
following:

 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

 -

 121,058

 Total loan payable

 111,300

 1,126,499

 Less: current portion

 ( 111,300
)

 ( 791,352
)

 Total loan payable, net of current

 $
 -

 $
 335,147

 5.
 LOAN PAYABLE TO OTHER

 Loans payable to others consisted of the following:

 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

 $
 -

 $
 300,000

 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

 Less: 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.

 6.
 LOAN PAYABLE TO SHAREHOLDER

 Loans payable to shareholders consisted of the following:

 2024

 2023

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

 $
 -

 $
 100,000

 Total loan payable

 -

 100,000

 Less: current portion

 -

 ( 100,000
)

 Total loan payable, net of current

 $
 -

 $
 -

 In October 2023, the Company borrowed
$ 100,000 from a shareholder and Chairman of the Company, Farooq M. Arjomand. The amount is due upon demand and bears no interest.

 F- 13

 7.
 LOAN PAYABLE, EMERGENCY INJURY DISASTER LOAN (EIDL)

 Loans payable, Emergency Injury Disaster Loan (EIDL) consisted
of the following:

 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

 Total long-term loan payable, emergency injury disaster loan (EIDL)

 500,000

 500,000

 Less - current portion

 ( 30,060
)

 ( 30,060
)

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

 $
 469,940

 $
 469,940

 The following table provides future minimum payments:

 For the years ended December 31,

 2025

 $

 2026

 2027

 2028

 2029

 Thereafter

 349,700

 Total

 $
 500,000

 May 16, 2020 – $ 150,000

 On May 16, 2020, the Company executed
the standard loan documents required for securing a loan (the "EIDL Loan") from the SBA under its Economic Injury Disaster
Loan ("EIDL") assistance program in light of the impact of the COVID-19 pandemic on the Company's business. As of December
31, 2022, the loan payable, Emergency Injury Disaster Loan noted above is not in default.

 Pursuant to that certain Loan Authorization
and Agreement (the "SBA Loan Agreement"), the Company borrowed an aggregate principal amount of the EIDL Loan of $ 150,000,
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 May
16, 2021 (twelve months from the date of the SBA Loan) in the amount of $ 731. The balance of principal and interest is payable thirty
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 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").

 F- 14

 June 28, 2021 – $ 350,000

 On June 28, 2021, the Company executed
the standard loan documents required for securing a loan (the "EIDL Loan") from the SBA under its Economic Injury Disaster
Loan ("EIDL") assistance program in light of the impact of the COVID-19 pandemic on the Company's business. As of December
31, 2022, the loan payable, Emergency Injury Disaster Loan noted above is not in default.

 Pursuant to that certain Amended Loan
Authorization and Agreement (the "SBA Loan Agreement"), the Company borrowed an aggregate principal amount of the EIDL Loan
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.

 8.
 LOAN PAYABLE, PAYROLL PROTECTION LOAN PROGRAM (PPP)

 Loans payable, Payroll Protection Loan Program (PPP) consisted
of the following:

 2024

 2023

 Loan payable from Payroll protection program (PPP)

 $
 63,801

 $
 97,273

 Less - current portion

 ( 37,494
)

 ( 45,678
)

 Total loan payable, payroll protection program (PPP), less current portion

 $
 26,307

 $
 51,595

 The Paycheck Protection Program Loan
(the "PPP Loan") is administered by the U.S. 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
a year of 360 days. Commencing seven months after the effective date of the PPP Loan, the Company is required to pay the Lender equal
monthly payments of principal and interest as required to fully amortize any unforgiven principal balance of the loan by the two-year
anniversary of the effective date of the PPP Loan (the "Maturity Date"). The PPP Loan contains customary events of default
relating to, among other things, payment defaults, making materially false or misleading representations to the SBA or the Lender, or
breaching the terms of the PPP Loan. The occurrence of an event of default may result in the repayment of all amounts outstanding under
the PPP Loan, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. 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.

 F- 15

 9.
 INCOME TAX

 Total income tax (benefit) expense consists of the following:

 For the Years Ended December 31,

 2024

 2023

 Current provision (benefit):

 Federal

 $
 -

 $
 -

 State

 7,828

 Total current provision (benefit)

 7,828

 Deferred provision (benefit):

 Federal

 -

 -

 State

 -

 -

 Total deferred provision (benefit)

 -

 -

 Total tax provision (benefit)

 $

 $
 7,828

 A reconciliation of the Company's
effective tax rate to the statutory federal rate is as follows:

 2024

 2023

 Statutory federal rate

 21.00
 %

 21.00
 %

 State income taxes net of federal income tax benefit and others

 6.98
 %

 6.98
 %

 Permanent differences for tax purposes and others

 0.00
 %

 0.00
 %

 Change in valuation allowance

 - 27.98
 %

 - 27.98
 %

 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 allowance.

 2024

 2023

 Deferred tax assets:

 Net operating loss

 $
 9,461,884

 $
 3,507,307

 Other temporary differences

 -

 -

 Total deferred tax assets

 9,461,884

 3,507,307

 Less – valuation allowance

 ( 9,461,884
)

 ( 3,507,307
)

 Total deferred tax assets, net of valuation allowance

 $
 -

 $
 -

 Deferred income taxes reflect the temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax
purposes. The components of deferred tax assets and liabilities are as follows:

 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.

 F- 16

 The Company files income tax returns
in the U.S. federal jurisdiction and California and is subject to income tax examinations by federal tax authorities for tax year ended
 2018 and later and subject to California authorities for tax year ended 2017 and later. The Company currently is not under examination
by any tax authority. The Company's policy is to record interest and penalties on uncertain tax positions as income tax expense.
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, 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.

 10.
 COMMITMENTS AND CONTINGENCIES

 Operating Leases

 The Company entered into the following
operating facility leases:

 Brea
(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
2029.

 La
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.

 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 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 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, 1California. 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.

 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. The lease started in November 2021 and expires in February 2032.

 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.

 F- 17

 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.

 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 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.

 Pasadena
– 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")
assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets
represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments
arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes
its incremental borrowing rate in determining the present value of lease payments. The Company's incremental borrowing rate is a
hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments
made and excludes lease incentives. Our variable lease payments primarily consist of maintenance and other operating expenses from our
real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in
which the obligation for those payments is incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably
certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease
term.

 The Company has lease agreements with
lease and non-lease components. The Company has elected to account for these lease and non-lease components as a single lease component.

 In accordance with ASC 842, the components
of lease expense were as follows:

 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:

 Years ended December 31,

 2024

 2023

 Operating cash flows from operating leases

 $
 1,102,901

 $
 1,300,280

 Cash paid for amounts included in the measurement of lease liabilities

 $
 1,102,901

 $
 1,300,280

 Weighted-average remaining lease term—operating leases

 Weighted-average discount rate—operating leases

 F- 18

 In accordance with ASC 842, maturities
of operating lease liabilities as of December 31, 2024 were as follows:

 Operating

 For the years ended December 31,

 Lease

 2025

 $
 1,076,410

 2026

 880,438

 2027

 411,647

 2028

 215,295

 2029

 207,623

 Thereafter

 911,122

 Total undiscounted cash flows

 $
 3,702,536

 Reconciliation of lease liabilities:

 Weighted-average remaining lease terms

 5.1 years

 Weighted-average discount rate

 9.8
 %

 Present values

 $
 2,750,937

 Lease liabilities—current

 844,177

 Lease liabilities—long-term

 1,906,760

 Lease liabilities—total

 $
 2,750,937

 Difference between undiscounted and discounted cash flows

 $
 951,599

 Contingencies

 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.

 11.
 SHAREHOLDERS' EQUITY

 Common Stock

 The Company has authorization to issue
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.

 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, 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. 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.

 F- 19

 On January 25, 2022, the Company modified
this agreement with the preexisting shareholders to effectively end the antidilution protection at the time of a successful IPO, eliminating
the one-year period following an IPO as provided under the original agreement. The shareholders would be entitled to additional protection
through the IPO date should the Company issue any additional shares between December 31, 2021 and the IPO date. The Company has not issued
any additional shares subsequent to December 31, 2021.

 Stock Compensation

 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. These shares
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. There were no dividends declared for the years ended December 31, 2024 and 2023, respectively.

 12.
 EARNINGS PER SHARE

 The Company calculates earnings per
share in accordance with FASB ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share.
Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Potentially dilutive
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:

 2024

 2023

 Net Loss

 $
)

 $
)

 Weighted Average Shares of Common Stock Outstanding

 Basic

 2,896,960

 1,652,034

 Diluted

 2,896,960

 1,652,034

 Earnings Per Share - Basic

 Basic

 $
 ( 1.66
)

 $
 ( 2.86
)

 Diluted

 $
 ( 1.66
)

 $
 ( 2.86
)

 13.
 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. Arjomand. 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.

 F- 20

 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.

 14.
 SUBSEQUENT EVENTS

 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:

 On
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
Investors"). 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
rate. 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
( 10 %). The Company also issued to the Arena Investors 52,283 Warrants in connection with the Second Closing (the "Second Closing
Warrants').

 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 %). The
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. Ltd. (d/b/a Bbang Ssaem Bakery Caf 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.

 F- 21

 Signatures

 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.

 Signature

 Title

 Date

 /s/ Jay Kim

 Chief Executive Officer

 ( Principal Executive Officer)

 /s/ Stephan Kim

 ( 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.

 Signature

 Title

 Date

 /s/ Jay Kim

 Chief Executive Officer

 (Principal Executive Officer)

 /s/ Stephan Kim

 (Principal Financial and Accounting Officer)

 /s/ Farooq M. Arjomand

 Chairman of the Board of Directors

 Farooq M. Arjomand

 /s/ Dennis R. Egidi

 Dennis R. Egidi

 /s/ Sehan Kim

 Sehan Kim

 /s/ Andy Nasim

 Andy Nasim

 /s/ Jennifer Tan

 Jennifer Tan

 15000 2018 2017 0001707910 false FY

 2024-06-28

 2025-03-31

 rebn: StoresMember

 rebn: StoresMember

 rebn: WholesaleAndOnlineMember

 rebn: WholesaleAndOnlineMember

 2024-10-01

 rebn: RebornMalaysiaIncMember

 us-gaap: RetailMember
 us-gaap: SalesRevenueNetMember
 us-gaap: CustomerConcentrationRiskMember

 rebn: WholesaleAndOnlineRevenueMember
 us-gaap: SalesRevenueNetMember
 us-gaap: CustomerConcentrationRiskMember

 rebn: RoyaltiesAndOtherFeesMember
 us-gaap: SalesRevenueNetMember
 us-gaap: CustomerConcentrationRiskMember

 srt: NorthAmericaMember

 srt: NorthAmericaMember

 srt: AsiaMember

 srt: AsiaMember

 srt: NorthAmericaMember

 srt: NorthAmericaMember

 srt: AsiaMember

 srt: AsiaMember

 srt: MinimumMember
 us-gaap: FurnitureAndFixturesMember

 srt: MaximumMember
 us-gaap: FurnitureAndFixturesMember

 rebn: StoreConstructionMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: LeaseholdImprovementsMember

 rebn: StoreConstructionMember

 rebn: StoreMember

 rebn: StoreMember

 us-gaap: VehiclesMember

 us-gaap: VehiclesMember

 rebn: TwoThousandTwentyFiveMember

 rebn: TwoThousandTwentyFiveMember

 srt: MinimumMember
 rebn: TwoThousandTwentyFiveMember

 srt: MaximumMember
 rebn: TwoThousandTwentyFiveMember

 rebn: May312024Member

 rebn: May312024Member

 rebn: May312024Member

 rebn: PrivatePartyMember

 2023-12-27

 2023-12-27

 rebn: PrivatePartyMember

 2023-12-27
 2023-12-27

 rebn: DecemberTwoThousandTwentyThreeMember

 rebn: DecemberTwoThousandTwentyThreeMember

 rebn: DecemberTwoThousandTwentyThreeMember

 2023-12-01

 rebn: JuneTwoThousandTwentyThreeMember

 rebn: JuneTwoThousandTwentyThreeMember

 rebn: JuneTwoThousandTwentyThreeMember

 2023-06-30

 rebn: JuneTwoThousandTwentyThreeMember

 2023-06-01
 2023-06-30

 rebn: AprilTwoThousandTwentyFourPlanMember

 rebn: AprilTwoThousandTwentyFourPlanMember

 rebn: AprilTwoThousandTwentyFourPlanMember

 2024-04-30

 rebn: AprilTwoThousandTwentyFourPlanMember

 2024-04-01
 2024-04-30

 2024-11-30

 2024-11-01
 2024-11-30

 rebn: FarooqMArjomandMember

 2023-10-01
 2023-10-31

 rebn: LoansPayableToShareholdersMember

 rebn: LoansPayableToShareholdersMember

 rebn: LoansPayableToShareholdersMember

 rebn: LoansPayableToShareholdersMember

 rebn: MaySixteenTwoThousandTwentyMember
 rebn: EconomicInjuryDisasterLoanMember

 2020-05-16

 rebn: EconomicInjuryDisasterLoanMember

 2020-05-16

 rebn: SBALoanAgreementMember

 2020-05-16

 rebn: SBALoanAgreementMember

 2021-05-16
 2021-05-16

 2021-05-16

 2020-01-01
 2020-12-31

 rebn: JuneTwentyEightTwoThousandTwentyOneMember
 rebn: EconomicInjuryDisasterLoanMember

 2021-06-28

 rebn: EconomicInjuryDisasterLoanMember

 2021-06-28

 rebn: SBALoanAgreementMember

 2022-04-16
 2022-04-16

 rebn: MaySixteenTwoThousandFiftyMember

 rebn: MaySixteenTwoThousandFiftyMember

 rebn: MaySixteenTwoThousandFiftyMember

 rebn: June282021Member

 rebn: June282021Member

 rebn: PaycheckProtectionProgramLoanMember

 rebn: USFederalMember

 rebn: CaliforniaAuthorityMember

 rebn: BreaCorporateOfficeMember

 2023-06-28
 2023-06-28

 rebn: LaFlorestaMember

 2016-07-25

 rebn: LaCrescentaMember

 2017-05-31

 rebn: LaCrescentaMember

 2017-05-31
 2017-05-31

 rebn: CoronaDelMarMember

 2023-01-18

 rebn: CoronaDelMarMember

 2023-01-18
 2023-01-18

 rebn: LagunaWoodsMember

 2021-02-12

 rebn: ManhattanVillageMember

 2022-03-01

 rebn: HuntingtonBeachMember

 2022-10-07

 rebn: RiversideMember

 2021-02-04

 rebn: IntersectInIrvineMember

 2022-10-01

 rebn: DiamondBarMember

 2023-03-20
 2023-03-20

 rebn: AnaheimMember

 2023-03-03

 rebn: PasadenaMember

 2024-12-01

 rebn: LaFlorestaMember

 2016-07-25
 2016-07-25

 rebn: LagunaWoodsMember

 2021-02-12
 2021-02-12

 rebn: ManhattanVillageMember

 2022-03-01
 2022-03-01

 rebn: HuntingtonBeachMember

 2022-10-07
 2022-10-07

 rebn: RiversideMember

 2021-02-04
 2021-02-04

 rebn: IntersectInIrvineMember

 2022-10-01
 2022-10-01

 rebn: AnaheimMember

 2023-03-03
 2023-03-03

 rebn: PasadenaMember

 2024-12-01
 2024-12-01

 2018-05-31

 2018-05-31

 2021-12-31

 rebn: EmployeesMember

 rebn: EmployeesMember

 rebn: ConsultantsMember

 us-gaap: InvestorMember

 rebn: FarooqMArjomandMember

 2023-10-31

 2023-06-30

 2024-01-10
 2024-01-10

 2024-01-10

 2023-06-01
 2023-06-30

 rebn: PromissoryNoteMember

 2025-01-06
 2025-01-06

 rebn: PromissoryNoteMember

 2025-01-06

 srt: ScenarioForecastMember
 rebn: PromissoryNoteMember

 2025-07-15
 2025-07-15

 2025-01-06

 rebn: DebenturesMember

 rebn: DebenturesMember

 rebn: DebenturesMember

 us-gaap: WarrantMember

 rebn: FirstClosingDebenturesMember

 2025-02-11

 us-gaap: WarrantMember

 2025-02-11

 rebn: SecondClosingDebenturesMember

 2025-02-26

 rebn: SecondClosingDebenturesMember

 2025-02-26

 rebn: ThirdClosingDebenturesMember

 2025-03-28

 rebn:segment

 utr:sqft