FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DENG Shufen
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/25/2023 

3. Issuer Name and Ticker or Trading Symbol

REED'S, INC. [REED]
(Last)        (First)        (Middle)

26 HARBOUR ROAD, WANCHAI, ROOMS 3006-07, CHINA RESOURCES BUILDING
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

HONG KONG, K3 000000      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.0001 par value per share 1160542 I See footnotes (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants (Right to Purchase) 5/25/2023 5/25/2026 Common Stock 232108 $2.50 I See footnotes (1)(2)

Explanation of Responses:
(1) The securities reported herein are held directly by D&D Source of Life Holding Ltd. ("D&D"). DENG Shufen is the sole shareholder of D&D and may be deemed to beneficially own the securities reported herein.
(2) Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or her pecuniary interest therein.

Remarks:
To provide additional context and facilitate understanding, the information contained in the Schedule 13D filed with the Securities and Exchange Commission by D&D Source of Life Holding Ltd. and DENG Shufen in relation to securities of the Issuer on or about June 5, 2023, is incorporated by reference into this Form 3. The Reporting Persons disclaim responsibility for the accuracy of the information provided by the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DENG Shufen
26 HARBOUR ROAD, WANCHAI
ROOMS 3006-07, CHINA RESOURCES BUILDING
HONG KONG, K3 000000

X

D&D Source of Life Holding Ltd.
26 HARBOUR ROAD, WANCHAI
ROOMS 3006-07, CHINA RESOURCES BUILDING
HONG KONG, K3 000000

X


Signatures
By: /s/ DENG Shufen6/5/2023
**Signature of Reporting PersonDate

By: /s/ DENG Shufen, Director, of D&D Source of Life Holding Ltd.6/5/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who 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.
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