Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Black Rock Coffee Bar, Inc. (Name of Issuer) |
Class A common stock, par value $0.00001 per share (Title of Class of Securities) |
092244102 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
|
 Rule 13d-1(d)
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SCHEDULE 13G
|
| CUSIP No. | 092244102 |
| 1 | Names of Reporting Persons
Cynosure Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UTAH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,188,604.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
32.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: The number in Rows (6), (8) and (9) consists of (a) 316,012 shares of Class A Common Stock held by Cynosure Partners III Offshore, LP and (b) 7,875,592 shares of Class A Common Stock issuable upon the conversion of an equal number of limited liability company units ("LLC Units") of Black Rock Coffee Holdings, LLC, a Delaware limited liability company and subsidiary of the Issuer, on a one-for-one basis, and forfeiture of a corresponding number of shares of Class B Common Stock, comprised of (i) 3,514,041 shares of Class B Common Stock held by Cynosure Partners 2020, LP, (ii) 260,660 shares of Class B Common Stock held by Cynosure Partners 2020 PV, LP, (iii) 660,106 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf of Series A members), (iv) 1,247,093 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf of Series B members), and (v) 2,190,692 shares of Class B Common Stock held by Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class A and Class B Common Stock held by the Reporting Persons. The percentage in Row (11) is calculated assuming 17,478,452 shares of Class A common stock outstanding plus 7,875,592 shares of Class A common stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by the Reporting Persons.
SCHEDULE 13G
|
| CUSIP No. | 092244102 |
| 1 | Names of Reporting Persons
Cynosure Partners 2020, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,514,041.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percentage in Row (11) is calculated assuming 17,478,452 shares of Class A common stock outstanding plus 3,514,041 shares of Class A common stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by Cynosure Partners 2020, LP.
SCHEDULE 13G
|
| CUSIP No. | 092244102 |
| 1 | Names of Reporting Persons
Cynosure Partners 2020 PV, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
260,660.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percentage in Row (11) is calculated assuming 17,478,452 shares of Class A common stock outstanding plus 260,660 shares of Class A common stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by Cynosure Partners 2020 PV, LP.
SCHEDULE 13G
|
| CUSIP No. | 092244102 |
| 1 | Names of Reporting Persons
Cynosure Partners 2020 Co-investment, LLC (for and on behalf of Series A members) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
660,106.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage in Row (11) is calculated assuming 17,478,452 shares of Class A common stock outstanding plus 660,106 shares of Class A common stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC for and on behalf of Series A members.
SCHEDULE 13G
|
| CUSIP No. | 092244102 |
| 1 | Names of Reporting Persons
Cynosure Partners 2020 Co-Investment, LLC (for and on behalf of Series B members) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,247,093.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage in Row (11) is calculated assuming 17,478,452 shares of Class A common stock outstanding plus 1,247,093 shares of Class A common stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC for and on behalf of Series B members.
SCHEDULE 13G
|
| CUSIP No. | 092244102 |
| 1 | Names of Reporting Persons
Cynosure Partners III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,190,692.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percentage in Row (11) is calculated assuming 17,478,452 shares of Class A common stock outstanding plus 2,190,692 shares of Class A common stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by Cynosure Partners III, LP.
SCHEDULE 13G
|
| CUSIP No. | 092244102 |
| 1 | Names of Reporting Persons
Cynosure Partners III Offshore, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UTAH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
316,012.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percentage in Row (11) is calculated assuming 17,478,452 shares of Class A common stock outstanding.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Black Rock Coffee Bar, Inc. | |
| (b) | Address of issuer's principal executive offices:
9170 E. BAHIA DRIVE, SUITE 101, SCOTTSDALE, ARIZONA, 85260. | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed on behalf of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"): (i) The Cynosure Group, LLC (ii) Cynosure Partners 2020, LP (iii) Cynosure Partners 2020 PV, LP (iv) Cynosure Partners 2020 Co-Investment, LLC (for and on behalf of Series A members) (v) Cynosure Partners 2020 Co-Investment, LLC (for and on behalf of Series B members) (vi) Cynosure Partners III, LP (vii) Cynosure Partners III Offshore, LP | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each Reporting Person: 111 S. Main Street, Suite 2350, Salt Lake City, UT 84111 | |
| (c) | Citizenship:
See responses to Item 4 on each of the cover pages. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
092244102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each of the cover pages. The Class A and Class B shares reported herein are held by Cynosure Partners III Offshore, LP, Cynosure Partners 2020, LP, Cynosure Partners 2020 PV, LP, Cynosure Partners 2020 Co-Investment, LLC (for and on behalf of Series A members), Cynosure Partners 2020 Co-Investment, LLC (for and on behalf of Series B members),and Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class A and Class B common stock held by the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer held directly by any of the other Reporting Persons except to the extent of their pecuniary interest therein. | |
| (b) | Percent of class:
See responses to Item 11 on each of the cover pages. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each of the cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each of the cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each of the cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each of the cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A: Joint Filing Agreement |