Black Rock Coffee Bar Inc-A美股招股说明书(2025-09-15版)

Black Rock Coffee Bar, Inc.Class A Common Stock This is the initial public offering of Class A common stock of Black Rock Coffee Bar, Inc. We are offering 14,705,882shares of Class A commonstock. Prior to this offering, there has been no publicmarket for our Class A common stock. The initial public offering price per share of our Class A common stock is $20.00. Our Class A common stock has been approved for listing on the NasdaqGlobal Market (“Nasdaq”) under the symbol “BRCB.” We will have three classes of common stock authorized after this offering: Class A common stock, Class B common stock and Class C commonstock. Each share of our Class A common stockentitles its holder to one vote per share. Each share of our Class B common stock entitles its holder to one vote per share. Each share of our Class C common stock entitles its holder to ten votesper share. All holders of our Class A common stock, Class B common stock and Class C common stock will vote together as a single class except as otherwise required by applicable law or ouramended and restated certificate of formation. Holders of Class B common stock or Class C common stock do not have any economic rights or any right to receive dividends or distributions upon theliquidation or winding up of Black Rock Coffee Bar, Inc. This offering is being conducted through an umbrella partnership-C-corporation, or “Up-C” structure, which is often used by partnerships and limited liability companies when they decide to undertakean initial public offering. The Up-C structure will allow certain existing owners of the business to retain their equity ownership in Black Rock Coffee Holdings, LLC (“Black Rock OpCo”) and tocontinue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “flow-through” entity, for U.S. federal income tax purposes following the offering. Priorto the consummation of this offering, Black Rock Coffee Bar, Inc. entered into a Tax Receivable Agreement (as defined herein) with Black Rock OpCo and certain existing owners of the business thatprovides for certain cash payments to be made by Black Rock Coffee Bar, Inc. to such owners in respect of certain future tax benefits received by Black Rock Coffee Bar, Inc. utilizing cash for thebenefit of such unitholders that otherwise would have been available to us for other uses and for the benefit of all of our shareholders. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” We will be a holding company, and upon consummation of this offering and the application of the net proceeds therefrom, our sole asset will be LLC Units of Black Rock OpCo. Black Rock CoffeeBar, Inc. will be the sole managing member of Black Rock OpCo. Upon completion of this offering, the holders of our Class A common stock will collectively own approximately 31.6% of theeconomic interests in Black Rock Coffee Bar, Inc. and have approximately 6.0% of the combined voting power of our Class A common stock, Class B common stock, and Class C common stock (orapproximately 35.1% of the economic interest in Black Rock Coffee Bar, Inc. and have approximately 7.0% of the combined voting power of our Class A common stock, Class B common stock andClass C common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Upon the completion of this offering (and assuming no exercise of theunderwriters' option to purchase additional shares of Class A common stock), we will have 15,272,570 shares of Class A common stock outstanding. If all shares of Class B common stock and ClassC common stock were to convert to shares of Class A common stock upon the completion of this offering (and assuming the underwriters did not exercise their option to purchase additional sharesof Class A common stock), we would have 48,387,559 shares of Class A common stock outstanding. See “Description of Capital Stock” and “Organizational Structure.” Immediately following the consummation of this offering, our Co-Founders (as defined herein), through certain affiliates, will beneficially own approximately 89.9% of the combined voting power ofour Class A common stock, Class B common stock and Class C common stock (or approximately 88.9% if the underwriters exercise in full their option to purchase additional shares of Class Acommon stock), which will allow our Co-Founders and certain of their affiliates to exercise control over all corporate actions requiring shareholder approval. As a result, we will be a “controlledcompany” within the meaning ofNasdaqcorporate governance standards. See “Management—Controlled Company Exemption” and “Principal Shareholders.” Immediately following theconsummation of this offering, our Continuing Equity Owners (as defined herein), will beneficially own approximately 94.0% of the combined voting power of our Class A common stock, Class Bcommon stock and Class C common stock (or approximately 93.0% if