{"schema_version":"secwatch.filing_event.v1","accession":"0002068577-25-000038","form_type":"8-K","ticker":"BRCB","cik":"0002068577","company_name":"Black Rock Coffee Bar, Inc.","filed_at":"2025-09-16T23:59:59+00:00","discovered_at":"2026-05-14T18:02:45.938599+00:00","generated_at":"2026-05-17T06:34:56.346369+00:00","sec_items":["1.01","1.02","2.03","3.02","3.03","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"Black Rock Coffee Bar closes IPO of 16.9M shares at $20, raises $338M; enters $75M credit facility","bullets":["Closed IPO of 16,911,764 shares of Class A common stock at $20/share; gross proceeds of $338.2M.","Refinanced existing debt with new $75M credit facility from JPMorgan: $50M term loan and $25M revolver maturing 2030.","Issued 10.4M shares of Class B common stock to Cynosure investors and 22.0M shares of Class C common stock to founder fund.","Adopted amended charter authorizing 500M Class A, 200M Class B, 50M Class C common and 20M preferred shares.","Proceeds used to purchase newly issued and existing common units in OpCo and repay prior credit facility."],"urls":{"canonical":"https://secwatch.observer/filing/0002068577-25-000038","json":"https://secwatch.observer/filing/0002068577-25-000038.json","markdown":"https://secwatch.observer/filing/0002068577-25-000038.md","text":"https://secwatch.observer/filing/0002068577-25-000038.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2068577/000206857725000038/0002068577-25-000038-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2068577/000206857725000038/blackrockcoffee-closing8xk.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T06:34:56.346369+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"66e76d9c8e84d865cfb89ba74d3b94d15cd23f95","claim":"Black Rock Coffee Bar, Inc. incurred credit facility of $75.0 million with OpCo at alternate base rate plus an applicable rate or adjusted SOFR rate plus an applic maturing September 2030.","evidence_excerpt":"New Credit Agreement On September 15, 2025, OpCo refinanced its existing credit facilities and entered into a new credit agreement (the “ New Credit Agreement ”) with JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”) and the other loan parties and lenders thereto. The New Credit Facility provides for facilities in an aggregate principal amount of $75.0 million, consisting of (i) $50.0 million available under a term loan (the “ New Term Loan ”) and (ii) $25.0 million available under a revolving credit facility (the “ New Revolving Credit Facility ” and, together with the New Term Loan, the “ New Credit Facilities ”). As of the closing of the Offering, the aggregate principal amount borrowed under the New Credit Facilities is $50.0 million from the New Term Loan. Pursuant to the New Credit Agreement, certain subsidiaries of OpCo are guarantors of the obligations under the New Credit Agreement. Simultaneously with the execution of the New Credit Agreement,","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/2068577/000206857725000038/0002068577-25-000038-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"credit facility"},{"label":"Principal","value":"$75.0 million"},{"label":"Counterparty","value":"OpCo"},{"label":"Rate","value":"alternate base rate plus an applicable rate or adjusted SOFR rate plus an applic"},{"label":"Maturity","value":"September 2030"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"168703afe4683d4ae005a91594d9e0ed644e045c","claim":"Black Rock Coffee Bar, Inc. issued 22,011,206 shares of Class C common stock of common stock to Founder Fund Related Parties for nominal consideration.","evidence_excerpt":"Simultaneously with the consummation of the Offering, the Company issued (i) 10,377,136 shares of Class B common stock of the Company, par value $0.00001 per share, to Cynosure Partners 2020, LP, Cynosure Partners 2020 PV, LP, Cynosure Partners 2020 Co-investment, LLC, Cynosure Partners III, LP and certain other Members (as defined in the A&R LLCA), on a one-to-one basis equal to the number of common membership interests of OpCo it owns, in exchange for nominal consideration and (ii) 22,011,206 shares of Class C common stock of the Company, par value $0.00001 per share, to the Founder Fund Related Parties (as defined in the A&R LLCA), on a one-to-one basis equal to the number of common membership interests of OpCo it owns, in exchange for nominal consideration (the “ Exchange ”).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/2068577/000206857725000038/0002068577-25-000038-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"22,011,206 shares of Class C common stock"},{"label":"Purchaser","value":"Founder Fund Related Parties"},{"label":"Consideration","value":"nominal consideration"}],"fact_type":"equity_issuance"},{"claim_id":"be566691cb9197578a640ebcf62eca4787e7eaa9","claim":"Black Rock Coffee Bar, Inc. issued 10,377,136 shares of Class B common stock of common stock to Cynosure Partners 2020, LP, Cynosure Partners 2020 PV, LP, Cynosure Partners 2020 Co-investment, LLC, Cynosure Partners III, LP and certain other Members for nominal consideration.","evidence_excerpt":"Simultaneously with the consummation of the Offering, the Company issued (i) 10,377,136 shares of Class B common stock of the Company, par value $0.00001 per share, to Cynosure Partners 2020, LP, Cynosure Partners 2020 PV, LP, Cynosure Partners 2020 Co-investment, LLC, Cynosure Partners III, LP and certain other Members (as defined in the A&R LLCA), on a one-to-one basis equal to the number of common membership interests of OpCo it owns, in exchange for nominal consideration and (ii) 22,011,206 shares of Class C common stock of the Company, par value $0.00001 per share, to the Founder Fund Related Parties (as defined in the A&R LLCA), on a one-to-one basis equal to the number of common membership interests of OpCo it owns, in exchange for nominal consideration (the “ Exchange ”).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/2068577/000206857725000038/0002068577-25-000038-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"10,377,136 shares of Class B common stock"},{"label":"Purchaser","value":"Cynosure Partners 2020, LP, Cynosure Partners 2020 PV, LP, Cynosure Partners 2020 Co-investment, LLC, Cynosure Partners III, LP and certain other Members"},{"label":"Consideration","value":"nominal consideration"}],"fact_type":"equity_issuance"},{"claim_id":"26993f8dc7a8c6f2ce54480a853a0911a769d516","claim":"Black Rock Coffee Bar, Inc.: Amended and Restated Bylaws became effective on September 11, 2025 (effective 2025-09-11).","evidence_excerpt":"On September 11, 2025, the Company’s Amended and Restated Certificate of Formation (the “ Charter ”), in the form previously filed as Exhibit 3.2 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), in the form previously filed as Exhibit 3.4 to the Registration Statement, became effective.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2068577/000206857725000038/0002068577-25-000038-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-09-11"}],"fact_type":"governance_change"},{"claim_id":"a5e2ad8923171b1d3d2ee8cfa61daff0d1b8dbba","claim":"Black Rock Coffee Bar, Inc.: Amended and Restated Certificate of Formation became effective on September 11, 2025, setting authorized capital stock at 500M Class A, 200M Class B, 50M Class C, and 20M preferred shares (effective 2025-09-11).","evidence_excerpt":"On September 11, 2025, the Company’s Amended and Restated Certificate of Formation (the “ Charter ”), in the form previously filed as Exhibit 3.2 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), in the form previously filed as Exhibit 3.4 to the Registration Statement, became effective.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2068577/000206857725000038/0002068577-25-000038-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-09-11"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}