Once Upon a Farm PBC美股招股说明书(2026-02-09版)

Common Stock This is the initial public offering of shares of common stock of Once Upon a Farm, PBC. We are offering 7,631,537 shares of common stock, and theselling stockholders identified in this prospectus are offering 3,365,672 shares of common stock. We will not receive any of the proceeds from the saleof shares by the selling stockholders. We have been approved to list our common stock on The New York Stock Exchange, or NYSE, under the symbol “OFRM.” We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to complywith certain reduced public company reporting requirements. We elected in March 2021 to be treated as a public benefit corporation under Delawarelaw. As a public benefit corporation, we are required to balance the financial interests of our stockholders with the best interests of those stakeholdersmaterially affected by our conduct, including those affected by the specific benefit purposes set forth in our certificate of incorporation. Accordingly, ourduty to balance a variety of interests may result in actions that do not maximize stockholder value. See “Prospectus Summary—Public BenefitCorporation Status.” Investing in our common stock involves risks. See “Risk Factors” beginning on page25 to read about factors youshould consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)See “Underwriting” for additional information regarding underwriting compensation. We have granted the underwriters an option to purchase up to 1,649,581 additional shares of our common stock at the initial public offering price, lessthe underwriting discounts and commissions within 30 days of the date of this prospectus. The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about February 9, 2026. GoldmanSachs&Co.LLC*BarclaysDeutsche Bank SecuritiesDrexel Hamilton J.P. Morgan* Oppenheimer & Co. Prospectus dated February 5, 2026. Table of Contents TABLE OF CONTENTS BASIS OF PRESENTATIONiiTRADEMARKS AND TRADE NAMESiiMARKET AND INDUSTRY DATAiiPROSPECTUS SUMMARY1RISK FACTORS25SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS59USE OF PROCEEDS62DIVIDEND POLICY63CAPITALIZATION64DILUTION66MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS69LETTER FROM JOHN FORAKER, CO-FOUNDER AND CHIEF EXECUTIVE OFFICER94BUSINESS95MANAGEMENT118EXECUTIVE COMPENSATION124CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS135PRINCIPAL AND SELLING STOCKHOLDERS137DESCRIPTION OF CERTAIN INDEBTEDNESS141DESCRIPTION OF CAPITAL STOCK144SHARES ELIGIBLE FOR FUTURE SALE150MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS153UNDERWRITING158LEGAL MATTERS165EXPERTS165WHERE YOU CAN FIND ADDITIONAL INFORMATION165INDEX TO FINANCIAL STATEMENTSF-1 We, the selling stockholders, and the underwriters have not authorized anyone to provide any information or to make any representations otherthan those contained in this prospectus or in any free writing prospectuses we have prepared. We, the selling stockholders, and the underwriters take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. This prospectus is not an offerto sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. We and the selling stockholders areoffering to sell, and seeking offers to buy, shares of our common stock only under circumstances and in jurisdictions where it is lawful to do so. Theinformation contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of anysale of our common stock. For investors outside the United States: neither we, the selling stockholders, nor the underwriters have done anything that would permit thisoffering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the UnitedStates. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictionsrelating to, this offering of our common stock and the distribution of this prospectus outside the United States. Through and including March 2, 2026 (25 days after the date of this prospectus), all dealers effecting transactions in these securities,whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver aprospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Table of Contents BASIS OF PRESENTATION All fin