Reborn Coffee, Inc.
580 N. Berry Street
Brea, CA 92821
April 18, 2022
Division of Corporation Finance
Office of Trade & Services
United States Securities and Exchange Commission
Washington, DC 20549
Attention:
Nicholas Lamparski (202-551-4695) and Mara Ransom (202-551-3264)
Robyn Manuel (202)-551-3823 or Adam Phippen (202) 551-3336
RE:
Reborn Coffee, Inc./Amendment No. 1 to Registration Statement on Form S-1
Filed December 30, 2021
File No. 333-261937
Ladies and Gentlemen:
Reborn Coffee, Inc. (the “Company”) confirms receipt of the letter dated January 27, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing (the “Registration Statement”). We are responding to the Staff’s comment as set forth below. The Staff’s comment is set forth below, followed by the Company’s response in bold:
Amendment No. 1 to Registration Statement on Form S-1 Filed December 30, 2021
Prospectus Summary
Our Company, page 1
1.
Please balance your disclosure on page 2 of the nine months ended September 30, 2021 revenue with the nine months ended net loss and Adjusted EBITDA.
RESPONSE:
The Company has updated Amendment No. 2 to the Registration Statement (“Amendment No. 2”) to include the audited financial statements at December 31, 2021, and has therefore eliminated the interim financial statements ended September 30, 2021. However, reconciliations of net loss to EBITDA and Adjusted EBITDA are presented in various places throughout the document, and a copy of such reconciliations was added in support of the presentation of these non-GAAP measures.
2.
Reference is made to your disclosure of Adjusted EBITDA margin on page 2 and throughout the filing. When you present this non-GAAP measure, please present the comparable GAAP measure with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
RESPONSE:
The Company has added a reconciliation of Net Loss to EBITDA, Adjusted EBITDA and Adjusted EBITDA margin in Amendment No. 2 in response to the Staff’s comment.
Our Growth, page 8
3.
Please balance your disclosure in this section by also discussing your indebtedness, history of net losses, the going concern opinion issued by your auditor, and the negative impacts COVID-19 has and/or may continue to have on your operations.
RESPONSE:
The Company has added disclosures to discuss indebtedness, history of net losses, and the going concern opinion, as well as the impact that the lockdowns attributable to COVID-19 has had and may continue to have on our operations in this section and in other relevant sections in response to the Staff’s comment.
4.
We note several references throughout your filing indicating that “Reborn Coffee is in the early stages of rapid growth,” you have “highly efficient retail locations and kiosks,” and your “brand experience has enabled strong growth and financial performance.” Please provide your basis for these statements, or revise to characterize them as your own belief.
RESPONSE:
We have revised such statements by characterizing them as our own belief in response to the Staff’s comment above.
Specialty Beverages with a Focus on Innovation, page 9
5.
Please disclose the measure by which you are a “leader” in the “Fourth Wave” premium coffee movement. For example, disclose whether you lead by sales, market share, or some other metric.
RESPONSE:
We have revised Amendment No. 2 to disclose the measure by which we believe we are a “leader” in the “Fourth Wave” movement in response to the Staff’s comment above.
Our Growth Strategies, page 12
6.
We note your disclosure that the “grocery market is another major channel through which we expect to access” and that you “are exploring discussions with a variety of retailers and expect to access these additional sales channels in early 2022.” Please discuss any steps that you have taken, or plan to take in the near future to access the grocery market.
RESPONSE:
We have revised our disclosure to discuss the steps that we have taken to access the grocery market in response to the Staff’s comment above.
Risk Factors, page 20
7.
It appears that your auditor intended to indicate that there is substantial doubt as to your ability to continue as a going concern. If true, please add a risk factor that addresses the risks associated with the going concern expressed by your independent registered public accounting firm.
RESPONSE:
We have added a going concern risk factor in response to the Staff’s comment.
8.
Considering you have not yet executed any franchise agreements with any franchise partners, revise to remove your repeated references to your “future franchise partners.”
RESPONSE:
We have revised Amendment No. 2 to either remove our repeated references to our “future franchise partners” or to clarify that we have no franchise partners as of the date of this prospectus in response to the Staff’s comment.
Risks Related to Our Organizational Structure, this Offering and Ownership of Our Securities “Our warrant agreement will designate the courts of the State of New York or the . . .”, page 43
9.
We note that the exclusive forum provision in your warrant agreement applies to claims arising under the Securities Act. Please revise your disclosure in this risk factor to state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Please also state that this provision could increase a warrant holder’s costs to bring a claim. As a related matter, please discuss this provision in your Description of Securities section.
RESPONSE:
We have revised the disclosure in this risk factor and in the Description of Securities sections to state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder, and that this provisions could increase a warrant holders’ costs to bring a claim in response to the Staff’s comment.
General Risks
“Our amended and restated articles of incorporation that will be in effect prior to the closing of this offering . . .”, page 48
10.
With respect to the Delaware forum provision to be included in your amended and restated certificate of incorporation, please revise your disclosure here and in your Description of Securities section to clarify the forum(s) in which the provision will designate as the exclusive forum for certain litigation, including “any derivative claims.” In this regard, your disclosure in this risk factor indicates that the Court of Chancery of the State of Delaware is the exclusive forum for such claims. However, your disclosure in the Description of Securities section on page 97 indicates “the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom” is the exclusive forum for such claims. In addition, your disclosure here and on page 97 is inconsistent as to the applicability of your Delaware forum provision to actions arising under the Securities Act. As a related matter, please enhance your risk factor disclosure to highlight the risks that the federal forum provision may increase investors’ costs to bring a claim and may discourage claims.
RESPONSE:
We have revised this risk factor, and the exclusive forum section in Description of Securities for consistency, and to enhance disclosure with respect to the risks that federal forum provisions may increase investors’ costs to bring a claim and may discourage claims in response to the Staff’s comment.
Use of Proceeds, page 53
11.
We note your disclosures on page 62 under Liquidity and Capital Resources regarding your plans for using the offering proceeds as well as your disclosure on page 73 that if you raise 100% of the potential proceeds from this offering, you could set up a combination of 300 new kiosks and cafes. Please revise your Use of Proceeds disclosure as appropriate to disclose any such specific plans and to indicate the approximate amount of proceeds intended to be used for each purpose. Refer to Item 504 of Regulation S-K.
RESPONSE:
We have revised Amendment No. 2 to remove disclosures related to our plans to use the offering proceeds, including, without limitation, our prior intent to set up new kiosks and cafes. We do not have any specific plans for the use of proceeds at this time.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 62
12.
Reference is made to your disclosure on page 73 that if capital doesn’t become available from the proceeds of this offering or other sources, you anticipate monthly revenue of $180,000 and monthly expenses of approximately $120,000 in the next few months and, thus, with available cash on hand and positive cash flows from current operations will be able to continue operations for 12 months. Please revise your disclosure to substantiate the basis for your expectation of positive cash flows from current operations given your history of generating significant operating cash flow deficits.
RESPONSE:
We have made additional disclosures to substantiate the basis for our expectation of positive cash flows from current operations in response to the Staff’s comment.
13.
We note your risk factor disclosure on page 39 that you will be “dependent upon the financial results and cash flows of Reborn Global and Reborn Franchise.” Please revise your disclosure here and elsewhere as appropriate to include a materially complete description of the limitations and restrictions on the ability of your subsidiaries to make distributions to you and of their potential impact on your liquidity. Please also add disclosure stating how you intend to fund your obligations, if distributions from your subsidiaries are insufficient to meet such obligations.
The Company has added disclosure to such risk factor in response to the Staff’s comment. There is also disclosure elsewhere regarding the company’s anticipated cash flow needs and restrictions should a successful capital raise not be successful.
14.
You disclose that cash and cash equivalents “will be sufficient to carry on our operations of preparing to build our factory.” In the preceding paragraph, you also discuss your new production and distribution centers. Please expand your disclosure to provide additional detail about these plans and how you intend to finance them.
RESPONSE:
We have revised Amendment No. 2 to remove disclosures related to our plans, including, without limitation, our prior intent to build a factory. We do not have any specific plans for the use of proceeds at this time.
Impact of COVID-19, page 63
15.
Revise to clarify how COVID-19 impacted your business in 2020 and 2021, and disclose any material effects of COVID-19 on your business, financial condition and results of operations. For instance, we note your disclosure elsewhere in the filing indicating that your net loss was significantly higher in fiscal 2020 “as a result of closures and reduced customer traffic as a result of the pandemic,” and the government assistance you have received as a result of the pandemic in the form of PPP loans and the EIDP Loan. We also note the announcement on your website indicating that you had to raise your prices beginning January 3, 2022, which you appear to have attributed to the impacts you have experienced and/or continue to experience from the pandemic. Lastly, please discuss how you expect the global outbreak of COVID-19 to impact your future operating results and near-term financial condition. As applicable, please make conforming changes to the disclosure in your Risk Factors. For guidance, please refer to Item 303(a) of Regulation S-K, Release No. 33-8350, and the Division of Corporation Finance’s Disclosure Guidance: Topic Nos. 9 and 9A, which is available on our website.
RESPONSE:
We have included additional disclosures in Amendment No. 2 where applicable.
Key Performance Indicators and Non-GAAP Financial Measures, page 63
16.
Please consolidate the non-GAAP disclosures provided on page 59 with the non-GAAP disclosures provided in this section instead of providing mostly redundant and partly incomplete disclosure in both places. You should cross reference the complete non- GAAP disclosures each place where the non-GAAP measures are presented throughout the document. Please also review for accuracy the amounts disclosed in your non-GAAP reconciliation tables as we note that certain of the amounts presented in the tables on pages 59 and 64 are inconsistent by a material amount.
RESPONSE:
Stub period information is no longer necessary and was removed, which simplifies the tables presented. We have modified the remaining periods in the tables presented to ensure consistency. We have also removed the table from page 63 and provided reference to the previously presented table in response to the Staff’s comment above.
17.
We note you present restaurant-level contribution and restaurant-level contribution margin as non-GAAP measures that are similar to gross profit and gross margin, except they exclude store-related depreciation expense. Therefore, it appears that a fully-burdened gross profit and gross margin are the most comparable GAAP measures. Throughout your filing, when referencing restaurant-level contribution and restaurant-level contribution margin, please disclose in equal or greater prominence a fully burdened gross profit and gross margin prepared in accordance with GAAP. Additionally, when reconciling to these non-GAAP measures, please reconcile from a fully-burdened gross profit. Finally, it appears you refer to restaurant-level contribution and restaurant-level contribution margin as “shop-level contribution” and “location-level contribution” and related margin elsewhere in the document. Please revise your terminology for consistency.
RESPONSE:
WE have modified the table in question to reflect a reconciliation of operating loss to a fully-burdened gross profit and then to shop-level contribution in order to connect to the closest GAAP measures. WE also modified terminology throughout Amendment No. 2 to reflect “shop-level contribution” for consistency.
18.
Please tell us why you are adjusting Average Unit Volumes to annualize sales for locations that were not open for the entire fiscal year, rather than computing it using a defined comparable restaurant base – such as all stores opened for the entire year. As currently disclosed, this metric does not appear to be based on actual results and, thus, may be inappropriate for disclosure. In addition, we note you disclose this metric multiple times in the prospectus before defining what the metric represents. Please define the metric and explain how it is computed the first time it is disclosed, or provide an appropriate cross reference to such disclosure.
RESPONSE:
Our intent was to include recently opened locations in the presentations for a sense of completeness in current periods. These were based on actual numbers for the periods the shops were open, however we do understand that the annualizing of this information infuses a measure of subjectivity and estimation that may not be appropriate in this disclosure. Presentation has been revised to only include in the calculation shops that were open for the entire years and the disclosure of the methods of calculation have been revised to match. We have also added the definition of AUVs and the method of calculation to the first occurrence of such disclosure in Amendment No. 2.
19.
Please clarify your disclosure regarding how comparable location sales growth is computed, and in particular how the comparable location base is determined. If comparable locations include stores open for less than the full current period and the full prior year period, other than in the case of renovations, please tell us in detail the basis for your presentation. Your current disclosure on page 19 that comparable location sales growth represents the change in year-over-year sales for locations open for at least 3 months prior to the start of the accounting period is confusing in this regard. Also, it appears you refer to this metric as “combined average monthly sales” and “comparable restaurant sales growth” elsewhere in the document. Please revise your terminology for consistency.
RESPONSE:
We have modified the method of calculation and the disclosure of that method in the document. Please also see our response to Comment 18 above. The term “combined average month sales” has been revised to AUV since they were synonymous. However, we kept the term “Comparable Restaurant Sales Growth” since it discusses sales measurement more generically. We also changed “restaurant” to “shop” and added disclosure to clarify that we do utilize the AUV in these measurements.
20.
On page 60 you disclose that Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin do not reflect pre-opening rent expense, pre-opening costs and non- cash rent expense. However, we don’t see any adjustments for these items in the reconciliations to the comparable GAAP measures. Please tell us how these expenses are reflected in the reconciliations.
RESPONSE:
We removed these items from the disclosure in response to the Staff’s comment above. We do not separate these costs in the calculation of these metrics.
Comparable Restaurant Sales Growth, page 65
21.
Please explain how you use the metric “comparable restaurant sales growth” or, if you mean to refer to “comparable location sales growth,” as you reference elsewhere. Please revise for consistency.
RESPONSE:
We have revised our disclosures as per our responses in comments 18 and 19 above, and for consistency in response to the Staff’s comments.
Results of Operations, page 67
22.
Please be sure to discuss each significant period to period change in your results of operations; for example, we would expect a discussion of the loss on extinguishment of debt during the nine months ended September 30, 2021.
RESPONSE:
We have removed interim period disclosures since Amendment No. 2 has been updated to include our financial results for the fiscal year ended December 31, 2021. The comment is noted and we believe the updated documentation discloses the significant changes for the period.
23.
Reference is made to your discussion of occupancy expenses, stores on page 70. Please disclose why the expenses decreased despite the opening of one new location in the fourth quarter of 2019.
RESPONSE:
We have revised the discussion of occupancy expenses given the change in the periods presented and there is no longer a disclosed decrease. The change noted by the Staff in the prior presentation was likely due to the timing of startup costs for shop locations, but as mentioned the numbers as disclosed no longer presents a period to period decrease.
24.
Please amend the disclosure in your results of operations discussion to explain the factors underlying changes in line items between each of the financial periods presented. See Item 303(b) of Regulation S-K. Where COVID-19 had a material impact on your operating results, please discuss and quantify this impact as appropriate.
RESPONSE:
WE have revised our disclosures and discussion accordingly in response to the Staff’s comment.
Credit Facilities, page 74
25.
Please update your disclosure in this section to indicate the status of your EIDL Loan, including the amount outstanding under the loan as of September 30, 2021, or a more current date, as applicable. Please also elaborate on your use of the term “TNB’s business” here or elsewhere as appropriate.
RESPONSE:
We revised references of “TNB” to “the Company” for clarity in Amendment No 2. We also updated our EIDL disclosure to reflect the deferral of the commencement of the payback period, and that the full principal amount ($500,000) is outstanding as of December 31, 2021.
Select Supplementary Quarterly Data, page 77
26.
Please review the subtotals and totals in the table for mathematical accuracy as it appears there are material computational errors.
RESPONSE:
We have modified the quarterly tables to include the most recent period. Subtotals and totals have been corrected in Amendment No. 2.
Business, page 78
27.
We note your disclosure on page F-11 indicates that, “For the years ending December 31, 2020 and 2019, three vendors accounted for 42% and 57% of the Company’s bean coffee purchases.” Please revise your disclosure in this section to describe your relationship with these venders, including the material terms of any agreements you have with such vendors. If any of these vendors are your principal suppliers, please also ensure you revise to provide the names of such vendors, as required by Item 101(h)(4)(v) of Regulation S-K. Consider appropriate risk factor disclosure about your dependence upon these suppliers. Further, if your business is substantially dependent upon any agreements you have with these vendors, please file any such agreements as exhibits pursuant to Item 601(b)(10) of Regulation S-K.
RESPONSE:
We have revised our disclosure. The Company does not have principal suppliers and diversifies its purchase of coffee beans among a substantial number of vendors on non-exclusive purchase order basis. The Company is able to easily replace and substitute suppliers as needed.
Our Retail Locations, page 79
28.
Revise to consistently state the number of corporate-owned locations you intend to open in 2022, as you alternatively provide goals of 40 or 47 locations. In doing so, revise to explain how you intend to execute on these plans, including identification of future locations and financing plans, considering this is an increase from the historical number of locations you have opened over the past two years.
RESPONSE:
We have revised Amendment No. 2 throughout to eliminate references to the number of future locations we intend to open in 2022 as we do not currently have specific plans for such locations.
Operations
Point-of-Sale Systems, page 83
29.
To the extent your business operations are materially dependent on any third-party providers, including Square, please disclose the material terms of any agreements you have with these third-parties. Also, please file any such agreements as exhibits to the registration statement, or tell us why you believe you are not required to do so. See Item 601(b)(10) of Regulation S-K.
RESPONSE:
The Company is not materially dependent on Square or any other third party provider. There is no long-term commitment with Square or any other third party provider.
Management
Non-Employee Directors, page 85
30.
We note that the biographical descriptions for Mr. Arjomand, Mr. Egidi, and Ms. Goh are unclear with regard to the most recent five years of business experience, particularly with respect to the relevant dates of employment. Please revise their biographical descriptions to eliminate any gaps or ambiguities regarding their experience during the most recent five years. Please refer to Item 401(e) of Regulation S-K.
RESPONSE:
The Company has revised the biographies for Mr. Arjomand, Mr. Egidi and Ms. Goh in response to the Staff’s comment above.
Report of Independent Registered Public Accounting Firm, page F-2
31.
Your auditor’s report does not comply with the communication requirements in AS 3101.14 as it relates to the critical audit matter identified in their report. In addition, the scope paragraph of the auditor’s report refers to financial statement schedules which do not appear to be provided. Please provide a revised auditor’s report.
RESPONSE:
The Company has provided a revised audit report in Amendment No. 2 in response to the Staff’s comment.
32.
In revising their audit report, your auditors should also consider whether an explanatory paragraph about the company’s ability to continue as a going concern is warranted in light of the company’s disclosures in footnote 2. In this regard, please note that critical audit matters are not a substitute for required explanatory language. Even if the auditor has concluded management’s plans alleviate the substantial doubt, the auditor should still consider the need for an explanatory paragraph. Refer to paragraph 11 of AS 2415.
RESPONSE:
The Company acknowledges the Staff’s comment above and has provided a revised report in Amendment No. 2.
Consolidated Financial Statements for Fiscal Years Ended December 31, 2020 and December 31, 2019 Consolidated Statements of Operations, page F-4
33.
We note certain of the terminology/captions used for operating costs and expenses as well as the order in which these expenses are presented differs between your financial statements and other sections of the document such as Summary Historical Consolidated Financial and Other Data, Selected Historical Consolidated Financial and Other Data, and Results of Operations in MD&A. For example, there are expenses captioned “payroll and benefits” and “rent-stores” on the statements of operations, but these same expenses are captioned “labor” and “occupancy costs-stores” and presented in a different order elsewhere in the document. Please revise for consistency.
RESPONSE:
The Company has revised terminology and captions throughout Amendment No. 2 for consistency.
Consolidated Statements of Shareholders’ Deficit, page F-5
34.
Reference is made to the line item reflecting the conversion of debt into common stock during 2020. Please provide financial statement disclosure regarding the terms of the conversion[s] and your accounting for the transaction[s]. Refer to ASC 470.
RESPONSE:
We have revised our disclosures to discuss the 2020 conversion in response to the Staff’s comment.
Notes to Consolidated Financial Statements Fiscal Years ended December 31, 2020 and December 31, 2019
2. Summary of Significant Accounting Policies, page F-7
35.
Please disclose the nature of all costs included in product, food and drink costs – stores and cost of sales – wholesale and online. If this line item includes other expenses such as shipping and handling, your current caption may not be completely accurate/appropriate.
RESPONSE:
The Company has disclosed the nature of all such costs in response to the Staff’s comment in Amendment No. 2.
Going Concern, page F-7
36.
We note your disclosure here and on page F-28 that substantial doubt has been raised about your ability to continue as a going concern. Please revise your disclosure to clarify whether management has concluded the substantial doubt is alleviated by management’s plans or whether substantial doubt continues to exist. Refer to ASC 205-40-50-12 through 13.
RESPONSE:
The Company has revised its disclosure to clarify that management has concluded that substantial doubt about our ability to continue as a going concern is alleviated by management’s plans.
Revenue Recognition, page F-8
37.
Please disclose your accounting policies for customer loyalty program as well as giveaways and other promotions offered to customers.
RESPONSE:
The Company has disclosed its accounting policies for customer loyalty program as well as giveaways and other promotions offered to customers in response to the Staff’s comment.
General and Administrative Expense, page F-9
38.
Please revise your disclosure to clarify the nature of the costs included in general and administrative expense as your current disclosure is unclear in terms of which store- related expenses and corporate headquarters’ expenses are included in this line item.
RESPONSE:
The Company has revised its disclosure to clarify the nature of such costs in response to the Staff’s comment.
Pre-opening Costs, page F-9
39.
Please review your accounting policy disclosure for clerical issues and accuracy and revise accordingly.
RESPONSE:
The Company has revised its accounting policy disclosure in response to the Staff’s comment.
Shipping and Handling Costs, page F-9
40.
Please revise your disclosure to address the classification of both inbound and outbound shipping and handling costs.
RESPONSE:
The Company has revised its disclosures to address classification of both inbound and outbound shipping and handling costs in response to the Staff’s comment.
Shareholders’ Deficit, page F-22
41.
Please review for accuracy your disclosure regarding the number of Class A and Class B common shares subscribed, as the amounts disclosed do not appear to be consistent with the Consolidated Statements of Shareholders’ Deficit.
RESPONSE:
The Company has revised its disclosure to ensure consistency.
Unaudited Condensed Consolidated Financial Statements for the Nine Months ended September 30, 2021, page F-24
42.
Reference is made to the stock compensation line items on the Statements of Cash Flows and the Statements of Stockholders’ Equity (Deficit). Please refer to ASC 270 which requires disclosure of significant changes since the last annual reporting period and tell us your consideration of providing the disclosures required by ASC 718 with respect to these transactions.
RESPONSE:
Condensed Consolidated Financial Statements for the Nine Months ended September 30, 2021 have been removed since interim period is no longer required.
43.
Reference is made to the proceeds from issuance of common stock line item in your nine months ended September 20, 2021 Statement of Cash Flows. Please tell us how this amount agrees to the Statement of Stockholders’ Equity (Deficit).
RESPONSE:
Condensed Consolidated Financial Statements for the Nine Months ended September 30, 2021 have been removed since interim period is no longer required.
44.
It appears that you were ineligible to file the Form 1-Z filed on December 21, 2021 under Rule 257(d)(4)(i) and (ii) of Regulation A. Please withdraw the Form 1-Z by filing an amended Form 1-Z that states as much. Note that you have a duty to file reports under Rule 257(b) of Regulation A until you are eligible to file a Form 1-Z.
RESPONSE:
The Company acknowledges that it has a duty to file reports under Rule 257(b) of Regulation A until we are eligible to file a Form 1-Z, and we will file an amended Form 1-Z which withdraws such form.
45.
Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Please contact the staff member associated with the review of this filing to discuss how to submit the materials, if any, to us for our review.
RESPONSE:
The Company has not presented any materials to potential investors as of the date of this response letter.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
We trust that this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel Matthew Ogurick at 212/536-4085.
| Very truly yours, /s/ Jay Kim
Jay Kim, Chief Executive Officer |
cc: Matthew Ogurick, Esq.
