ERock Inc-A美股招股说明书(2026-06-10版)

This is the initial public offering of shares of ClassA common stock by ERock, Inc., a Delaware corporation (“ERock”). We are offering 27,906,977shares of our ClassA common stock.Prior to this offering, there has been no public market for our ClassA common stock. The initial public offering price is $21.50 per share. We have been approved to list our ClassAcommon stock on the New York Stock Exchange (“NYSE”) under the symbol “EROC.”Following this offering, we will have two classes of authorized common stock: ClassA common stock; and ClassB common stock. Each share of ClassA common stock and ClassB common stock will entitle the holder to one vote. Holders of our common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval,except as otherwise provided in our amended and restated certificate of incorporation (the “certificate of incorporation”) or as required by applicable law. The holders of ClassBcommon stock will not have economic rights with respect to their shares of Class B common stock, including any of the economic rights (including the rights to dividends) provided toholders of ClassA common stock. We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reportingrequirements for this and future filings. See “Risk Factors” and “Prospectus Summary—Implications of Being an Emerging Growth Company.”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 that are undertaking an initial public offering. The UP-C structure provides the pre-IPO owners of Enchanted Rock Holdings, LLC (“ER Holdings” and those holders, the “Pre-IPO Holders”)with the potential income tax advantages associated with owning interests in an entity classified as a partnership for U.S.federal income tax purposes. Additionally, the UP-C structuremay provide us with income tax benefits, and the Pre-IPO Holders with certain economic benefits, when the Pre-IPO Holders ultimately exchange their membership interests in ERHoldings for shares of our Class A common stock and/or cash. See “Organizational Structure.” Prior to the consummation of this offering, we will enter into a Tax Receivable Agreement(as defined herein) with ER Holdings for the benefit of the TRA Beneficiaries (as defined herein) that will provide for certain cash payments to be made by us to the TRA Beneficiaries inrespect of certain future tax benefits received by us. We will make TRA Payments using cash that otherwise would have been available to us for other uses and for the benefit of all of ourshareholders. The amount of such payments may be substantial. See “Risk Factors—Risks Related to Our Corporate Structure, Our Class A Common Stock and this Offering” and“Certain Relationships and Related Party Transactions—Proposed Transactions with ERock, Inc.—Tax Receivable Agreement.”We are a holding company, and our sole material asset is our ownership interest in ER Holdings. As the sole managing member of ER Holdings, we operate and control all of the business and affairs of ER Holdings and, through ER Holdings and its subsidiaries, conduct our business and will depend on distributions from ER Holdings to pay any taxes and other We will use a portion of the net proceeds we receive from this offering to (i) purchase Class A membership interests in ER Holdings (“ClassA Units”) at a per interest purchase priceequal to the per share price paid by the underwriters for our Class A common stock in this offering, (ii)purchase Class B membership interests in ERHoldings (“Class B Units”)(including Class B Units converted from Class M membership interests in ER Holdings (“Class M Units”)) from certain of the pre-IPO owners of ER Holdings (including Energy ImpactFund (FT-D) LP and certain of our current and former directors and executive officers) and (iii) pay the cash consideration to a Blocked Unitholder (as defined herein) in connectionwith its Blocker Merger (as defined herein). We intend to cause ER Holdings to use the remaining net proceeds for the repayment of indebtedness and for general corporate purposes.See “Use of Proceeds.” Following the consummation of this offering, 20,267,046 shares of our Class A common stock will be owned by the pre-IPO owners of ER Holdings and 27,906,977shares of our Class Acommon stock will be owned by public stockholders purchasing shares in this offering (or 19,636,752 shares and 32,093,023 shares, respectively, if the underwriters exercise in full theiroption to purchase additional shares of Class A common stock). 171,226,057 shares of our Class B common stock and corresponding Class B Units will be owned by the pre-IPO ownersof ER Holdings. Additionally, 57,065,274 Class M Units will be owned by certain current and former employees and service providers of ER Holding