REF Topco Inc.

07/23/2026 | Press release | Distributed by Public on 07/23/2026 05:19

Amendment to Initial Registration Statement (Form S-1/A)

As filed with the U.S. Securities and Exchange Commission on July 23, 2026.
Registration No. 333-297039​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933​
Reformation Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)​
5621
(Primary Standard Industrial
Classification Code Number)​
84-2302327
(I.R.S. Employer
Identification Number)
5801 S. 2nd St.
Vernon, CA 90058
(213) 282-2025
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)​
Hali Borenstein
Chief Executive Officer
5801 S. 2nd St.
Vernon, CA 90058
(213) 282-2025
(Name, address, including zip code, and telephone number, including area code, of agent for service)​
Copies to:
Laura Kaufmann
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3000
Joshua Moore
5801 S. 2nd St.
Vernon, CA 90058
(213) 282-2025
Michael Benjamin
Sandy Kugbei
Steven B. Stokdyk
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note
Reformation Inc. is filing this Amendment No. 2 (this "Amendment") to its Registration Statement on Form S-1 (File No. 333-297039) (the "Registration Statement") as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
The exhibits of the registration statement are listed in the Exhibit Index to this registration statement and are included and incorporated herein by reference.
INDEX TO EXHIBITS
The following exhibits are filed as part of this registration statement.
Exhibit
No.
Exhibit Description
1.1*
3.1*
3.2*
3.3*
3.4
Form of Amended and Restated Bylaws of Reformation Inc., to be effective upon consummation of this offering
4.1*
5.1*
10.1*
10.2*
10.3*
10.4†*
10.5†*
10.6†*
10.7†*
10.8†*
10.9†*
10.10†*
10.11†*
10.12†*
10.13†*
10.14†*
10.15†*
10.16†*

II-1

Exhibit
No.
Exhibit Description
10.17†*
10.18†*
10.19†*
10.20†*
10.21*
10.22†*
10.23†*
10.24†*
10.25*
10.26*#
10.27*
10.28*#
10.29*#
21.1*
23.1*
23.2*
24.1*
107*
*
Previously filed.

Indicates management contract or compensatory plan
#
Certain schedules and/or exhibits have been omitted from this Registration Statement pursuant to Item 601(a)(5) of Regulation S-K.

II-2
​​

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant has duly caused this Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon, State of California on July 23, 2026.
Reformation Inc.
By:
/s/ Hali Borenstein
Name: Hali Borenstein
Title:  Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Hali Borenstein
Hali Borenstein
Chief Executive Officer, President and Director
(Principal Executive Officer)
July 23, 2026
/s/ Joshua Moore
Joshua Moore
Chief Financial Officer
(Principal Financial and Accounting Officer)
July 23, 2026
*
Yael Aflalo
Director
July 23, 2026
*
Zipporah Allen
Director
July 23, 2026
*
John Coyle
Director
July 23, 2026
*
Shreya Kadaba
Director
July 23, 2026
*
Brigitte Kleine
Director
July 23, 2026
*
Steven Miller
Director
July 23, 2026
/s/ Stacey S. Rauch
Stacey S. Rauch
Director
July 23, 2026
*By:
/s/ Hali Borenstein
Hali Borenstein
Attorney-in-Fact

REF Topco Inc. published this content on July 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 23, 2026 at 11:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]