Sec Form 13D Filing - Viking Cake BR, LLC filing for - 2025-12-22

c/o Black Rock Coffee Bar, Inc. 9170 E. Bahia Drive, Suite 101, Scottsdale, AZ 85260

The principal business of Viking Cake BR, LLC and Viking Cake Fuel, LLC is serving as a holding company for investments in the Issuer, which is an operator of drive-thru coffee bars. The business address of Viking Cake BR, LLC and Viking Cake Fuel, LLC is 18625 Macalpine Loop, Bend, OR 97702. Daniel Brand, Jeffrey Hernandez, Bryan Pereboom and Jacob Spellmeyer are co-founders and members of the board of directors (the "Board") of the Issuer. See also Item 2(b).

During the last five years, the Reporting Persons have not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).

During the last five years, the Reporting Persons have not been a party to civil proceedings of a judicial or administrative body of competent jurisdiction and as a result of which such persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

See Item 6 of each cover page.

Messrs. Brand, Hernandez, Pereboom and Spellmeyer are the co-founders of the Issuer (the "Co-Founders"). Prior to the Issuer's initial public offering, the Co-Founders acquired the LLC Units and an equal number of shares of Class C Common Stock as founder's shares. On September 11, 2025, Viking Cake Fuel, LLC entered into a margin loan (the "Margin Loan") with Viking Cake Fuel II, LLC and JPMorgan Chase Bank, N.A., the proceeds of which were used to purchase 3,118,938 newly issued LLC Units from Black Rock OpCo on September 15, 2025, concurrent with the closing of the Issuer's initial public offering. Viking Cake Fuel, LLC was issued a corresponding number of shares of Class C Common Stock. Pursuant to the Margin Loan, 11,618,781 LLC Units and an equal number of shares of Class C Common Stock held by Viking Cake Fuel, LLC are subject to provisions under which the sale or transfer of such shares would result in such loan becoming due. In addition, the Jeffrey R. Hernandez 2021 Trust, through a wholly-owned subsidiary, pledged 2,023,931 LLC Units and an equal number of shares of Class C Common Stock.

The Reporting Persons acquired all of their securities for investment purposes and are being held as a long-term investment. The Reporting Persons intend to continuously review their investment in the Issuer and may in the future determine to acquire additional securities of the Issuer or dispose of the securities of the Issuer owned by them or take any other available course of action, including surrendering or selling shares back to the Issuer for tax withholding obligations. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. The Co-Founders are members of the Board of the Issuer and may acquire additional securities in that capacity. The Co-Founders may have influence over the corporate activities of the Issuer as members of the Board and holders of equity securities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons do not have any present plans or proposals as of the date hereof that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

See Items 11 and 13 of each cover page.

See Items 7, 8, 9 and 10 of each cover page.

The Reporting Persons have not effected any transactions of the Class A Common Stock during the 60 days preceding the date of this report.

Viking Cake Fuel, LLC is a wholly-owned subsidiary of Viking Cake BR, LLC. Viking Cake BR, LLC's managers are Vahalda LLC, Aureata, LLC, Jeffrey Hernandez and Daniel Brand. Jake Spellmeyer is the manager of Vahalda LLC. Bryan Pereboom is the manager of Aureatis Limited Liability Company, which is the manager of Aureata, LLC. As a result, Messrs. Spellmeyer, Pereboom, Hernandez and Brand may be deemed to hold voting and investment power with respect to the shares held by Viking Cake BR, LLC. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the members, managers and affiliates of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A Common Stock.

Not applicable.

In connection with the Issuer's initial public offering, the Reporting Persons and/or their affiliates entered into the following agreements: (1) the Seventh Amended and Restated Limited Liability Company Agreement of Black Rock OpCo, which, among other things, effected a recapitalization in which all existing ownership interests in Black Rock OpCo were converted into one class of LLC Units; (2) a tax receivable agreement (the "Tax Receivable Agreement"), pursuant to which the Issuer is required to make cash payments to the TRA Parties (as defined therein) equal to 85% of the tax benefits, if any, that the Issuer actually realizes, or in certain circumstances are deemed to realize, as a result of (a) Basis Adjustments (as defined therein) and (b) certain tax benefits arising from payments under the Tax Receivable Agreement; (3) a registration rights agreement, which provides the Co-Founders and certain of their affiliates with certain demand registration rights, including shelf registration rights, in respect of any shares of the Issuer's common stock held by them, subject to certain conditions; (4) a voting agreement, pursuant to which the Co-Founders and certain of their affiliates agreed to, among other things, (a) vote their shares of common stock in favor of the election of the Cynosure Nominee (as defined therein) and (b) vote their shares of common stock in favor of each incumbent member of the Board that is nominated for election to the Board for the next two consecutive annual meetings of the Issuer's shareholders; provided that each of the Co-Founders remains on the Board on the date of the relevant annual meeting; (5) the Margin Loan with JPMorgan Chase Bank, N.A., pursuant to which (a) 11,618,781 shares of Class C Common Stock held by Viking Cake Fuel, LLC and (b) 2,023,931 shares of Class C Common Stock held by a wholly owned subsidiary of the Jeffrey R. Hernandez 2021 Trust are subject to provisions under which the sale or transfer of such shares would result in such loan becoming due; and (6) lock-up agreements (the "Lock-Up Agreements"), pursuant to which the Reporting Persons agreed, subject to certain exceptions, for a period ending 180 days after the date of the Issuer's final prospectus related to the IPO, not to dispose of or hedge any shares of Class A Common Stock or securities convertible into or exchangeable for shares of Class A Common Stock during the period from the date of the Lock-Up Agreements, without the prior written consent of the representative of the underwriters. The summaries of the foregoing agreements in Item 6 of this Schedule 13D are qualified in their entirety by reference to the full text of such agreements, which are incorporated herein by reference. Except as set forth herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

1. Seventh Amended and Restated Limited Liability Company Agreement of Black Rock Coffee Holdings, LLC, dated as of September 11, 2025 (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on September 16, 2025) 2. Tax Receivable Agreement, dated as of September 11, 2025, by and among Black Rock Coffee Bar, Inc., Black Rock Coffee Holdings, LLC and the TRA Parties thereto (incorporated by reference to Exhibit 10.2 to the Issuer's Form 8-K filed with the SEC on September 16, 2025) 3. Registration Rights Agreement, dated September 11, 2025, by and among Black Rock Coffee Bar, Inc. and each person listed as an "Investor" on Exhibit A thereto (incorporated by reference to Exhibit 10.3 to the Issuer's Form 8-K filed with the SEC on September 16, 2025) 4. Voting Agreement, dated September 11, 2025, by and among Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, Jeffrey R. Hernandez 2021 Trust, Tiffany S. Hernandez 2021 Trust, Daniel J. Brand 2021 Trust, Tanya N. Brand 2021 Trust, Jacob V. Spellmeyer 2021 Trust, Juliet A. Spellmeyer 2021 Trust, Bryan D. Pereboom 2021 Trust, Nicole Pereboom 2021 Trust, and Black Rock Coffee Bar, Inc. (incorporated by reference to Exhibit 10.4 to the Issuer's Form 8-K filed with the SEC on September 16, 2025) 5. Form of Lock-Up Agreement (incorporated by reference to Exhibit C of Exhibit 1.1 to Amendment No. 2 to the Issuer's Registration Statement on Form S-1 filed with the SEC on September 9, 2025) 7. *Margin Loan Agreement, dated as of September 11, 2025, by and among Viking Cake Fuel, LLC, as borrower, Viking Cake Fuel II, LLC, as pledgor, and JPMorgan Chase Bank, N.A., as lender and administrative agent 8. Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended * Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10). The omitted information is not material and would likely cause competitive harm to the Reporting Persons if publicly disclosed.