Suja Life Inc-A美股招股说明书(2026-05-08版)

ClassA Common Stock This is the initial public offering of shares of ClassA common stock of Suja Life, Inc., par value $0.0001 per share. Suja Life, Inc. is offering 8,888,889shares of its ClassA common stock. Prior to this offering, there has been no public market for the ClassA common stock of Suja Life, Inc. The initial public offering price per share of theClassA common stock is $21.00. Suja Life, Inc. has been approved to have its ClassA common stock listed on The Nasdaq Global Select Market, or Nasdaq,under the symbol “SUJA.” This offering is being conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liabilitycompanies undertaking an initial public offering. The Up-C approach permits certain existing owners of the business to retain their equity ownership in Suja LifeHoldings, L.P. (“Holdings LP”) and to continue to realize the tax benefits associated with owning interests in a pass-through structure and provides potentialfuture tax benefits for both the public company and the existing owners when they ultimately exchange their pass-through interests for shares of ClassAcommon stock or, at our election, for cash from a substantially concurrent public offering or private sale. In connection with this offering, we will enter into theTax Receivable Agreement (as defined herein), which will require Suja Life, Inc. to make cash payments to certain existing direct or indirect owners of HoldingsLP, including PSP (as defined herein) (such persons, collectively, the “TRA Parties”) in respect of certain tax benefits to which Suja Life, Inc. may becomeentitled and confers significant economic benefits on the TRA Parties. We expect that the payments Suja Life, Inc. will be required to make to the TRA Partiesunder the Tax Receivable Agreement will be substantial and could materially affect our liquidity. See “Risk Factors — Risks Related to Our OrganizationalStructure” and “Certain Relationships and Related Party Transactions — Related Party Transactions — Tax Receivable Agreement.” Suja Life, Inc. has two authorized classes of common stock: ClassA and ClassV (together, the “common stock”). Holders of the ClassA common stockand ClassV common stock are each entitled to one vote per share. All holders of ClassA common stock and ClassV common stock will vote together as a singleclass except as otherwise required by applicable law or our certificate of incorporation. Holders of ClassV common stock do not have any right to receivedividends or distributions upon the liquidation or winding up of Suja Life, Inc. Suja Life, Inc. will use the net proceeds from this offering to purchase, directly or indirectly through one or more wholly owned subsidiaries, newly issuedClassA commonunits (the “LP Units”) in Holdings LP. The purchase price for the LP Units will be equal to the initial public offering price of the shares ofClassA common stock less the underwriting discount referred to below. Holdings LP will use the net proceeds it receives from Suja Life, Inc. in connection withthis offering as described in “Use of Proceeds.” Upon completion of this offering, Suja Life, Inc. will own, directly or indirectly, 23,788,700 LP Unitsrepresenting 61.6% of the total outstanding LP Units. Suja Life, Inc. will be the sole general partner of Holdings LP and will exclusively operate and control allof its business and affairs. The existing owners of Holdings LP will hold the remaining 14,836,312 LP Units representing 38.4% of the total outstanding LPUnits in Holdings LP, and a number of shares of ClassV common stock equal to the number of LP Units held by existing owners. LP Units, together with anequal number of shares of Class V common stock, are, from time to time, exchangeable for shares of our ClassA common stock on a one-to-one basis or, at ourelection, for cash from a substantially concurrent public offering or private sale (based on the price of our ClassA common stock in such public offering orprivate sale). SujaLife, Inc. will be a holding company, and upon completion of this offering and the application of the net proceeds therefrom, its sole asset willbe direct or indirect interests in Holdings LP. Immediately following this offering, the holders of ClassA common stock will collectively own 100% of theeconomic interests in Suja Life, Inc. and have 61.6% of the voting power of Suja Life, Inc. The existing owners of LP Units in Holdings LP, through ownershipof our ClassV common stock, will have the remaining 38.4% of the voting power of Suja Life, Inc. Suja Life, Inc. is an “emerging growth company” as the term is used in the JOBS Act (as defined herein) and, as such, has elected to comply with certainreduced public company reporting requirements for this prospectus and expects to continue to do so in future filings. Investing in our ClassA common stock involves risks. See “Risk Factors” beginning on page36to read about factors you should consider before inv