M&A: Reborn Coffee, Inc.

Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025000401

Comments: On November 6, 2024, Reborn Coffee, Inc. entered into a share purchase agreement with Bbang Ssaem Co. Ltd., acquiring 166,000 shares of capital stock, representing approximately 58% of the total outstanding shares of the seller, a bakery chain in South Korea. The total consideration for the acquisition is $1,000,000, which includes $200,000 in cash by December 31, 2024, and $800,000 in common stock to be issued on January 31, 2025. The Purchase Agreement includes standard representations, warranties, and closing conditions, including an audit of the seller. On the same date, the acquisition was completed, and the considerations will rely on exemptions from registration under the Securities Act. The transaction does not include immediate financial statements or pro forma financial information, which are to be filed by amendment within 71 days.

Document Link: View Document

Additional details:

Item: entry_into_material_definitive_agreement

Description: Reborn Coffee, Inc. entered into a share purchase agreement with Bbang Ssaem Co. Ltd.


Item: acquired_shares

Description: 166,000 shares of capital stock


Item: ownership_percentage

Description: approximately 58% of total outstanding shares of the seller


Item: total_consideration

Description: $1,000,000


Item: cash_payment_due

Description: $200,000 by December 31, 2024


Item: stock_payment_due

Description: $800,000 in common stock to be issued on January 31, 2025


Item: closing_date

Description: November 6, 2024


Item: seller_description

Description: Bakery chain founded in 2019 with 31 locations in South Korea.