Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
September 27 2022 - 8:51AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING |
OMB APPROVAL |
OMB Number: 3235-0058 |
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Estimated average burden hours per response ... 2.50 |
001-41479 |
SEC FILE NUMBER |
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75618M 107 |
CUSIP NUMBER |
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(Check one): |
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☐ Form 10-K ☐ Form 20-F
☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D
☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended:
June
30, 2022 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Reborn
Coffee, Inc.
Full
Name of Registrant
Former
Name if Applicable
580
N. Berry Street
Address
of Principal Executive Office (Street and Number)
Brea,
CA 92821
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) |
The reasons described in reasonable
detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed date; and |
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☒
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(c) |
The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof,
could not be filed within the prescribed time period.
Reborn
Coffee, Inc. (the “Company”) is unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2022 (the “Form 10-Q”) because it needs additional time to complete its final review
of its financial statements and other disclosures in the Form 10-Q. The Company currently expects to file the Form 10-Q for the quarterly
period ended June 30, 2022 within the five-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934,
as amended.
SEC 1344 (03-05) |
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Persons who are to respond to
the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control
number. |
(Attach
extra Sheets if Needed)
PART
IV — OTHER INFORMATION
(1) |
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Name and telephone number of person to
contact in regard to this notification |
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Jay
Kim |
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714 |
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784-6369 |
(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
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Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). |
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Yes ☒ No ☐ |
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(3) |
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Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? |
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Yes
☐ No ☒ |
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If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
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Reborn Coffee, Inc. |
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(Name of Registrant as Specified in Charter) |
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has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: |
September 27, 2022 |
By: |
/s/ Jay Kim |
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Name: |
Jay Kim
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(Title) |
Chief Executive Officer |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
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ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001) |
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GENERAL
INSTRUCTIONS
1. |
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This form is required by Rule 12b-25
(17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. |
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2. |
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One signed original and four conformed copies of this
form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance
with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made
a matter of public record in the Commission files. |
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3. |
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A manually signed copy of the form and amendments thereto
shall be filed with each national securities exchange on which any class of securities of the registrant is registered. |
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4. |
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Amendments to the notifications must also be filed
on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended
notification. |
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5. |
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Electronic filers. This form shall not be used
by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within
the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (§232.13(b) of this chapter). |
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6. |
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Interactive data submissions. This form
shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this
chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with
either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter). |
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