Black Rock Coffee Bar Inc-A 2025年季度报告

FORM10-Q___________________________________ (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedSeptember30, 2025OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to ________Commission file number001-42844___________________________________ Black Rock Coffee Bar, Inc. (Exact name of registrant as specified in its charter) 33-5053729 Texas (I.R.S. Employer Identification No.) (State or other jurisdiction ofincorporation or organization) 9170 E. Bahia Drive,Suite 101,Scottsdale,AZ85260(Address of Principal Executive Offices)(Zip Code) (458)256-9668(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report)Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesoNox Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated fileroAccelerated fileroNon-accelerated filerxSmaller reporting companyoEmerging growth companyx If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox As of November 10, 2025, the number of outstanding shares of each class of the registrant's common stock was asfollows: Class A common stock17,478,452Class B common stock10,377,136Class C common stock22,200,219 TABLE OF CONTENTS Part I - Financial Information1Item 1. Financial Statements(Unaudited)1UnauditedCondensed Consolidated Balance Sheets1UnauditedCondensed Consolidated Statements of Operations3UnauditedCondensed Consolidated Statements of Changes in Temporary Equity, Members’ Deficit andShareholders' Equity4UnauditedCondensed Consolidated Statements of Cash Flows7Notes tothe UnauditedCondensed Consolidated Financial Statements9Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations28Item 3. Quantitative and Qualitative Disclosures About Market Risk47Item 4. Controls and Procedures48Part II - Other Information49Item 1. Legal Proceedings49Item 1A. Risk Factors49Item 2.Unregistered Sales of Equity Securitiesand Use of Proceeds89Item 3. Defaults Upon Senior Securities90Item 4. Mine Safety Disclosures90Item 5. Other Information90Item 6. Exhibits91Signatures94 GLOSSARY As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to: •“Average Unit Volume” or “AUV” represents the total trailing twelve-month store revenue of operating stores inthe comparable store base, divided by the number of stores in the comparable store base.•“Basis Adjustments” means increases in Black Rock Coffee Bar, Inc.’s allocable share of the tax basis in BlackRock OpCo’s assets resulting from (a) any redemptions or exchanges of LLC Units from the TRA Parties and(b) certain distributions (or deemed distributions) by Black Rock OpCo.•“Black Rock,” the “Company,” “our company,” “we,” “us” and “our” means (i) prior to the consummation of theTransactions, Black Rock OpCo and its subsidiaries and (ii) after the Transactions, Black Rock Coffee Bar,Inc. and its consolidated subsidiaries.•“Black Rock OpCo” means Black Rock Coffee Holdings, LLC, a Delaware limited liability company and,following the Transactions, a subsidiary of Black Rock Coffee Bar, Inc.•“Black Rock OpCo LLC Agreement” means the amended and restated limited liability company agreement ofBlack Rock OpCo.•“Blocker Companies” refers to certain entities that were owners of LLC Units in Black Rock OpCo prior to theTransactions that are taxable as corporations for U.S. federal income tax purposes.•“Class A common stock” means Class A common stock, par value $0.00001 per share, of Black Rock CoffeeBar, Inc.•“Class B