Form SC 13D Reborn Coffee, Inc. Filed by: Arjomand Farooq M.
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SAFETY AND EXCHANGES COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Name of issuer)
(Security category title)
c/o Reborn Coffee, Inc.,
580 N. Berry Street,
Brea CA 92821
(Date of the event that requires the filing of this declaration)
If the filing person has already filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing that schedule because of Rule 13d-1(e), 240.13d-1 (f) or 240.13d -1(g), check the following box. oh
* The remainder of this cover page should be completed for a reporting person’s initial filing on this form with respect to the class of securities in question, and for any subsequent amendments containing information that would alter the information provided in a page of previous coverage.
The information required on the remainder of this cover page is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the responsibilities of that section of the Act, but are subject to all other provisions of the law (but see notes).
CUSIP no. 75618M 107
Name of reporting person: IRS identification numbers of above person (entities only):
Farooq M. Arjomand
Check the appropriate box if a member of a group (see instructions):
DRY use only:
Source of funds (see instructions):
Check whether disclosure of legal proceedings is required under 2(d) or 2(e): ¨
Citizenship or place of organization:
United Arab Emirates
|Number of shares
Single voting power:
Shared voting power:
Single Device Power:
Shared Device Power:
Total amount beneficially owned by each reporting person:
Check if the total amount of line (11) excludes certain actions (see instructions) ¨
Percentage of the class represented by the amount in line (11):
Type of reporting person (see instructions):
|1||Based on 12,919,945 common shares outstanding, as disclosed in the issuer’s final prospectus filed with the SEC pursuant to Rule 424(b)(8) on August 16, 2022.|
Item 1. Title and Issuer.
The security of the class of equity securities to which this Schedule 13D relates is common stock, par value $0.0001 (“Common Stock”) of Reborn Coffee, Inc., a Delaware corporation ( the “issuer”). The address of the principal executive offices of the Issuer is 580 N. Berry Street, Brea CA 92821.
Point 2. Identity and background.
|(a)||This appendix 13D is filed by Farooq. Mr. Arjomand (the “Reporting Person”).|
|(b)||The reporting person’s primary business address is c/o Reborn Coffee, Inc., 580 N. Berry Street, Brea CA 92821.|
|(vs)||The principal activity of the declaring person is that of managing director of the Arjomand group.|
|(D)||The Reporting Person has not been convicted in criminal proceedings (excluding traffic offenses or similar offences) in the last five years.|
|(e)||During the past five years, the Reporting Person has not been a party to civil proceedings before a competent judicial or administrative body and as a result of these proceedings has been or has been the subject of a judgment, decree or final order prohibiting future violations of, or prohibiting or imposing activities subject to, or finding any violation of, federal or state securities laws.|
|(F)||The declaring person is a citizen of the United Arab Emirates.|
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds used to purchase the securities beneficially owned by the reporting person was his or her personal funds.
On May 5, 2018, the Issuer (previously known as Capax Inc.) signed a share exchange agreement with the shareholders of Reborn Global Holdings, Inc. (“Reborn Global”) and Reborn Global, in pursuant to which the Issuer issued to the Reporting Person, as a shareholder of Reborn Global, 171,868,053 ordinary shares of class A and 16,666,667 ordinary shares of class B, with the reporting person’s cost basis of Reborn Global of $500,000 deferred on these issuer shares. Subsequently, all such Class B common shares were converted into Class A common shares, and the Company proceeded to a reverse stock split of 1 percent of the Class A common shares (henceforth referred to as “Common Shares”) .
On September 10, 2020, the Reporting Person purchased 124,534,405 Class A common shares and 12,076,395 Class B common shares at $0.005 per share for a total of $683,054. Subsequently, all such Class B common shares were converted into Class A common shares, and the Company effected a 1 percent consolidation of the Class A common shares (henceforth referred to as “Common Shares”).
Item 4. Purpose of Transaction.
The Reporting Person has purchased the common shares reported in this Schedule 13D for investment purposes.
Except as otherwise disclosed in this Section 4 or Section 6 of this Declaration, the Reporting Person currently has no plans or proposals relating to or which may result in: (a) the acquisition by it of additional securities of the Issuer, or disposition of the securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the Issuer’s current board of directors or management, including any plan or proposal to change the number or term of directors or to fill any vacancies on the board; (e) any material change in the Issuer’s current capitalization or dividend policy; (f) any other material change in the Issuer’s business or corporate structure; (g) amendments to the Issuer’s charter or articles of association or other actions which may prevent the acquisition of control of the Issuer by any person; (h) cause any class of securities of the Issuer to be delisted from a national securities exchange or cease to be permitted to be listed on an inter-dealer quotation system of a national securities association registered securities; (i) a class of equity securities of the Issuer becoming eligible upon termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or (j) any action similar to those listed herein -above.
Item 5. Interest on securities of the issuer
(a) – (b) The total number and percentage of common shares beneficially owned by the reporting person (based on a total of 12,919,945 common shares outstanding, as disclosed in the final prospectus of the issuer filed with the SEC pursuant to Rule 424(b)(8) on August 16, 2022) are as follows:
|a)||Amount beneficially owned: 3,648,631||Percentage: 27.9%|
|b)||Number of shares to which the Reporting Person has:|
|I.||Sole power to vote or direct the vote:||3,648,631|
|ii.||Shared power to vote or direct the vote:||0|
|iii.||Exclusive power to dispose of or direct the disposal of:||3,648,631|
|iv.||Shared power to dispose of or direct the disposal of:||0|
|(vs)||The Reporting Person has not effected any transactions in the Common Shares during the 60 days prior to the date of this report, except as described in Section 3 of this Schedule 13D, information about which is incorporated herein by reference.|
Item 6. Contracts, Arrangements, Understandings or Relationships Relating to the Issuer’s Securities.
The reporting person has no contract, arrangement, understanding or relationship (legal or otherwise) with respect to the common stock reported here.
Item 7. Exhibits
N / A
After reasonable investigation and to the best of my knowledge and belief, I certify that the information contained in this statement is true, complete and correct.
Date: September 12, 2022
|By:||/s/ Farooq M. Arjomand|
|Farooq M. Arjomand|