As filed with the Securities and Exchange Commission on April 30, 2026

No. 333-294971​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2
TO

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Suja Life, Inc.

(Exact name of registrant as specified in its charter)

3831 Ocean Ranch Blvd.
Oceanside, CA 92056
Telephone: (855) 879-7852

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Maria Stipp
Chief Executive Officer
3831 Ocean Ranch Blvd.
Oceanside, CA 92056
Telephone: (855) 879-7852

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

Subject to Completion, Dated April 30, 2026

8,888,889 Shares

Class A Common Stock

This is the initial public offering of shares of Class A common stock of Suja Life, Inc., par value $0.0001 per share. Suja Life, Inc. is offering 8,688,170 shares of its Class A common stock and the selling shareholder identified in this prospectus is offering 200,719 shares of Class A common stock to be sold in the offering. We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling shareholder.

Prior to this offering, there has been no public market for the Class A common stock of Suja Life, Inc. It is currently estimated that the initial public offering price per share will be between $21.00 and $24.00. Suja Life, Inc. has applied to have its Class A common stock approved for listing 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 liability companies undertaking an initial public offering. The Up-C approach permits certain existing owners of the business to retain their equity ownership in Suja Life Holdings, L.P. (“Holdings LP”) and to continue to realize the tax benefits associated with owning interests in a pass-through structure and provides potential future tax benefits for both the public company and the existing owners when they ultimately exchange their pass-through interests for shares of Class A common 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 the Tax Receivable Agreement (as defined herein), which will require Suja Life, Inc. to make cash payments to certain existing direct or indirect owners of Holdings LP, including PSP (as defined herein) (such persons, collectively, the “TRA Parties”) in respect of certain tax benefits to which Suja Life, Inc. may become entitled 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 Parties under the Tax Receivable Agreement will be substantial and could materially affect our liquidity. See “Risk Factors — Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions — Related Party Transactions — Tax Receivable Agreement.”

Suja Life, Inc. has two authorized classes of common stock: Class A and Class V (together, the “common stock”). Holders of the Class A common stock and Class V common stock are each entitled to one vote per share. All holders of Class A common stock and Class V common stock will vote together as a single class except as otherwise required by applicable law or our certificate of incorporation. Holders of Class V common stock do not have any right to receive dividends 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, (i) newly issued Class A common units (the “LP Units”) in Holdings LP and (ii) LP Units from certain existing owners of Holdings LP (and retire the corresponding shares of Class V common stock). The purchase price for the LP Units will be equal to the initial public offering price of the shares of Class A common stock less the underwriting discount referred to below. Holdings LP will use the net proceeds it receives from Suja Life, Inc. in connection with this offering as described in “Use of Proceeds.” Upon completion of this offering, Suja Life, Inc. will own, directly or indirectly, 23,700,493 LP Units representing 61.4% of the total outstanding LP Units. Suja Life, Inc. will be the sole general partner of Holdings LP and will exclusively operate and control all of its business and affairs. The existing owners of Holdings LP will hold the remaining 14,924,519 LP Units representing 38.6% of the total outstanding LP Units in Holdings LP, and a number of shares of Class V common stock equal to the number of LP Units held by existing owners. LP Units, together with an equal number of shares of Class V common stock, are, from time to time, exchangeable for shares of our Class A common stock on a one-to-one basis or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Suja Life, Inc. will be a holding company, and upon completion of this offering and the application of the net proceeds therefrom, its sole asset will be direct or indirect interests in Holdings LP. Immediately following this offering, the holders of Class A common stock will collectively own 100% of the economic interests in Suja Life, Inc. and have 61.4% of the voting power of Suja Life, Inc. The existing owners of LP Units in Holdings LP, through ownership of our Class V common stock, will have the remaining 38.6% 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 certain reduced public company reporting requirements for this prospectus and expects to continue to do so in future filings.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 36 to read about factors you should consider before investing in shares of our Class A common stock.

Immediately after this offering, certain affiliates of PSP, after giving effect to this offering and assuming an offering size set forth above, will beneficially own approximately 60.4% of the voting power of our common stock. As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of Nasdaq, and PSP will have the ability to control matters requiring shareholder approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions. See “Management — Corporate Governance — Controlled Company Status” and “Principal and Selling Shareholders.”

(1)

We have also agreed to reimburse the underwriters for certain FINRA-related expenses in connection with this offering. See “Underwriting” for additional information regarding underwriting compensation.

​

We and the selling shareholder have granted the underwriters an option to purchase up to an additional 1,333,333 shares of Class A common stock at the initial public offering price less the underwriting discount for a period of 30 days after the date of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The underwriters expect to deliver shares of Class A common stock against payment in New York, New York on or about           , 2026 through the book-entry facilities of the Depository Trust Company.

Goldman Sachs & Co. LLCJefferiesWilliam Blair

           BofA Securities      Evercore ISI   

Prospectus dated           , 2026.

 

TABLE OF CONTENTS

None of us, the selling shareholder or any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). We, the selling shareholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

We and the selling shareholder are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions and under circumstances where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since such date.

For investors outside of the United States, none of us, the selling shareholder or the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

Through and including           , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

i

 

BASIS OF PRESENTATION

In connection with the completion of this offering, we will effect certain organizational transactions. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions (collectively referred to as the “Organizational Transactions”), the adjustments related to the entry into the Tax Receivable Agreement (as defined herein), and this offering, including the use of proceeds from this offering (collectively referred to as the “Offering Transactions”). See “Organizational Structure — Organizational Transactions” for a description of the Organizational Transactions and a diagram depicting our anticipated structure after giving effect to the Organizational Transactions, including this offering.

Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,” “our business,” “the Company,” “Suja,” and “Suja Life,” and similar references refer to: (1) on or following the consummation of the Organizational Transactions and this offering, to Suja Life, Inc. and its consolidated subsidiaries, including Holdings LP and its consolidated subsidiaries, and (2) prior to the consummation of the Organizational Transactions, to Holdings LP and its consolidated subsidiaries. The term “PSP” refers to Paine Schwartz Partners, our principal shareholder, together with its affiliated investment funds, and the term “Holdings LP” refers to Suja Life Holdings, L.P.

We will be a holding company and the sole general partner of Holdings LP and, upon completion of this offering and the application of net proceeds therefrom, our sole asset will be direct or indirect equity interests in Holdings LP. Holdings LP is the predecessor of the issuer, Suja Life, Inc., for financial reporting purposes. Suja Life, Inc. will be the reporting entity following this offering.

Suja Life, Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this prospectus. Suja Life, Inc. will have no interest in any operations other than those of Holdings LP and its consolidated subsidiaries. Accordingly, this prospectus contains the historical financial statements of Holdings LP and its consolidated subsidiaries.

Holdings LP was formed in 2021 to serve as a holding company in connection with PSP’s acquisition of Suja Life, LLC (“Suja LLC”) on August 23, 2021 (the “PSP Acquisition”). As Holdings LP did not have any previous operations, Suja LLC is viewed as the predecessor to Holdings LP and its consolidated subsidiaries.

Certain financial information included in this prospectus is presented on a “pro forma” basis to give effect to the Organizational Transactions, adjustments related to the entry into the Tax Receivable Agreement, this offering, the use of proceeds from this offering and all other items as presented in accordance with Article 11 under Regulation S-X as if such transactions occurred on December 29, 2025 for the unaudited pro forma condensed consolidated balance sheet and on December 31, 2024 for the unaudited pro forma condensed consolidated statements of operations. See “Unaudited Pro Forma Condensed Consolidated Financial Data” for a complete description of the adjustments and assumptions underlying the unaudited pro forma condensed consolidated financial data included in this prospectus.

Further, in this prospectus, we present pro forma net income (loss) and pro forma net sales, each as presented in accordance with Article 11 under Regulation S-X and consistent with the descriptions of the columnar headings presented in the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Data.” From each of these metrics, we present further adjustments to derive pro forma EBITDA, pro forma Adjusted EBITDA, pro forma EBITDA margin and pro forma Adjusted EBITDA margin. Pro forma EBITDA, pro forma Adjusted EBITDA, pro forma EBITDA margin and pro forma Adjusted EBITDA margin refer to the metrics that give effect to the Organizational Transactions, adjustments related to the entry into the Tax Receivable Agreement, this offering, the use of proceeds from this offering and all other items as presented in accordance with Article 11 under Regulation S-X.

Each of these metrics is intended to give the reader an opportunity to evaluate the Company and have a basis for comparability after giving effect to the Organizational Transactions and adjustments related to the entry into the Tax Receivable Agreement as determined in accordance with Article 11 under Regulation S-X, as compared to the Company’s actual historical results. For the definition of and reconciliation of each of (i) Pro forma EBITDA and pro forma Adjusted EBITDA to net income (loss), the most directly comparable measure, as presented in “Unaudited Pro Forma Condensed Consolidated

 

ii

 

Financial Data;” and (ii) pro forma EBITDA margin and pro forma Adjusted EBITDA margin to net income (loss) margin, the most directly comparable financial measure, as presented in “Unaudited Pro Forma Condensed Consolidated Financial Data” for the period indicated, refer to the “Unaudited Pro Forma Condensed Consolidated Financial Data” and see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements and our condensed consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

We report on a 52 – 53 week year basis which ends on the Monday closest to December 31. Fiscal 2025 and fiscal 2024 each contained 52 weeks and fiscal 2023 contained 53 weeks. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended the Monday closest to December 31 for that year. For example, references to “fiscal 2025” refer to the fiscal year ended December 29, 2025, references to “fiscal 2024” refer to the fiscal year ended December 30, 2024, and references to “fiscal 2023” refer to the fiscal year ended January 1, 2024.

 

iii

 

MARKET AND INDUSTRY DATA

This prospectus contains statistical data and estimates, including those relating to market size, competitive position and growth rates of the markets in which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information.

With respect to such publications, unless we otherwise indicate, or unless the context requires otherwise, any references in this prospectus to:

•

“better-for-you” is an industry term not defined by the United States Food and Drug Administration (the “FDA”) that refers to food and beverage products that have characteristics that cause consumers to view them as a healthier and functional alternative to conventional food and beverage products. There is not a single definition of better-for-you and we believe each individual consumer may view better-for-you characteristics differently, but common characteristics may include one or more of the following: products that are lower in sugar, products that are lower in salt, products that are lower in fat, products that are made without ingredients containing genetically modified organisms (“GMOs”), products made with simpler ingredients, products made with more recognizable ingredients, products that are organic, products that are viewed as natural, products that do not include artificial ingredients, preservatives or flavors, products that are major allergen-free, products that are vegetable-based, products that are vegan, or products that are gluten-free;

​

•

“cold-pressed juice category” refers to a subcategory of refrigerated juices which are high pressure processed (“HPP”) as defined by SPINS;

​

•

“Company survey” refers to any of: Mindsight’s Suja Cold Pressed Juice Equity Tracker — Wave 3 (September 2025); Mindsight’s Suja Wellness Shots Equity Tracker — Wave 3 (September 2025); Mindsight’s Suja Healthy Soda Awareness Tracker — Wave 4 (September 2025); Mindsight’s Suja Juice Multi-Category Attitude & Usage Study (March 2024); Mindsight’s Suja Sparkling Beverage Exploration Questionnaire (May 2024); Ask Suzy Survey Q1 2025 n=1,000; and internal Company-conducted surveys (October  –  November 2025);

​

•

“natural healthy beverage market” or “NHB market” refers to refrigerated juice, sodas, kombucha and other functional beverages with a natural positioning according to SPINS;

​

•

“New SKUs” refers to stock keeping units (“SKUs”) that had launched in the 52 weeks preceding the end of the applicable quarterly period;

​

•

“NIQ” means Nielsen Consumer LLC;

​

•

“NIQ Omnishopper data” refers to Company claims based on or derived from NIQ’s Omnishopper service for the Company’s brands in the Beverages, Vitamins and Supplements, and Health and Performance super categories for the 52 weeks ending December 27, 2025, for the Total US level and Total Outlets, according to the NIQ standard product hierarchy. NIQ’s Omnishopper service is NIQ consumer panel data capturing consumer panel purchases across online and offline channels, including, but not limited to, the following outlets: food, drug, club, mass incl. supercenter, dollar, military, convenience stores, and e-commerce;

​

•

“NIQ Scantrack, 6 Months data” refers to Company claims based on or derived from NIQ Scantrack’s scanned data for the Company’s brands in the Beverages, Vitamins and Supplements, and Diet and Nutrition super categories within Total U.S. xAOC + Convenience for the 6 months ending December 27, 2025 as compared to the 6 months ending June 28, 2025 and represents all stores measured by NIQ within the following channels: food, drug, club, mass incl. supercenter, dollar, military, and convenience stores;

​

•

“NIQ Scantrack, 52 Weeks data” refers to Company claims based on or derived from NIQ Scantrack’s scanned data for the Company’s brands in the Beverages, Vitamins and Supplements, and Diet and Nutrition super categories within Total U.S. xAOC + Convenience for the 52 weeks ending December 27, 2025 and represents all stores measured by NIQ within the following channels: food, drug, club, mass incl. supercenter, dollar, military, and convenience stores;

​

 

iv

 

•

“NIQ Scantrack, 3YA data” refers to Company claims based on or derived from NIQ Scantrack’s scanned data for the Company’s brands in the Beverages, Vitamins and Supplements, and Diet and Nutrition super categories within Total U.S. xAOC + Convenience for the 52 weeks ending December 27, 2025 as compared to the 52 weeks ending December 31, 2022 and represents all stores measured by NIQ within the following channels: food, drug, club, mass incl. supercenter, dollar, military, and convenience stores;

​

•

“occasions per buyer” refers to the average number of product purchase occasions among product buyers in the selected time period according to the NIQ Omnishopper data metric;

​

•

“points of distribution” or “PODs” refers to “number of stores selling” multiplied by “average number of items,” which is a figure generated by Company management to assess retail distribution reach;

​

•

“SPINS, 24 Weeks” refers to SPINS Satori; TPL Universe; Kroger Corp  — RMA (Powered by Circana); Latest 24 Weeks Ending 12/28/25;

​

•

“SPINS, 52 Weeks” refers to SPINS Satori; TPL Universe; Total US MULO (Powered by Circana); Latest 52 Weeks Ending 12/28/2025;

​

•

“SPINS, 104 Weeks” refers to SPINS Satori; TPL Universe; Total US MULO (Powered by Circana); Latest 104 Weeks Ending 12/28/2025;

​

•

“Total Distribution Points” or “TDP” refers to average weekly total number of distribution points where the product was sold; and

​

•

“value per buyer” means among product buyers, the average dollars spent on the product purchased per household in the selected time period according to the NIQ Omnishopper data metric.

​

The data included in such publications are based on information available to such publications, which is not exhaustive. For example, certain retailers do not provide information to such publications and thus sales of products by such retailers are excluded from the data.

We calculate our net promoter score, or NPS, by asking purchasers of the applicable brand the following question based on their experience: “How likely are you to recommend this brand to a friend or family member?” Consumers provide an answer based on the industry standard NPS scale from zero (labeled as “Not at all likely”) to 10 (labeled as “Extremely Likely”). Customers rating our brands as a six or below are considered “Detractors,” seven or eight are considered “Passives,” and nine or 10 are considered “Promoters.” To calculate NPS, we subtract the total percentage of Detractors from the total percentage of Promoters. For example, if 50% of all respondents are Promoters and 10% are Detractors, the NPS for that brand would be 50-10=40. This method of calculation follows industry standards and is consistent with how businesses in our industry typically calculate their NPS.

While we are not aware of any misstatements regarding any information presented in this prospectus, forecasts, assumptions, expectations, beliefs, estimates and projections involve risk and uncertainties and are subject to change based on various factors, including those described under the headings “Forward-Looking Statements” and “Risk Factors.”

TRADEMARKS, SERVICE MARKS AND TRADENAMES

This prospectus includes our trademarks, service marks and trade names, such as “Suja,” “Suja Life,” “Suja Organic,” “Vive Organic,” and “Slice,” which are the property of the Company or its subsidiaries. This prospectus also contains trademarks, service marks and trade names of other companies which are the property of their respective owners. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus may appear without the ®, SM or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names. We do not intend our use or display of the trademarks, service marks or trade names of other parties to imply a relationship with, or endorsement of, these other parties.

 

v

 

1

 

2

 

3

 

4

 

5

 

6

 

​

7

 

​

8

 

9

 

​

10

 

11

 

12

 

13

 

14

 

15

 

16

 

17

 

18

 

​

​

​

Quarter Ended

​

​

​

​

March 30, 2026 (Estimated)

​

​

March 31, 2025 (Actual)

​

($ in thousands)

​

​

High

​

​

Low

​

​

​

​

​

​

​

Net Sales

​

​

​

$

107,058

​

​

​

​

$

103,847

​

​

​

​

$

87,363

​

​

Gross profit

​

​

​

​

54,115

​

​

​

​

​

52,492

​

​

​

​

​

43,538

​

​

Net income (loss)

​

​

​

​

7,445

​

​

​

​

​

6,185

​

​

​

​

​

(792)

​

​

Adjusted EBITDA

​

​

​

$

25,023

​

​

​

​

$

22,907

​

​

​

​

$

15,049

​

​

19

 

​

​

​

Quarter Ended

​

​

​

​

March 30, 2026 (Estimated)

​

​

March 31, 2025 (Actual)

​

($ in thousands)

​

​

High

​

​

Low

​

​

​

​

​

​

​

Net income (loss)

​

​

​

$

7,445

​

​

​

​

$

6,185

​

​

​

​

$

(792)

​

​

Tax expense

​

​

​

​

1,355

​

​

​

​

​

855

​

​

​

​

​

880

​

​

Interest expense

​

​

​

​

7,472

​

​

​

​

​

7,323

​

​

​

​

​

7,446

​

​

Depreciation and amortization

​

​

​

​

7,178

​

​

​

​

​

7,034

​

​

​

​

​

6,930

​

​

EBITDA

​

​

​

​

23,450

​

​

​

​

​

21,397

​

​

​

​

​

14,464

​

​

Incentive unit compensation

​

​

​

​

140

​

​

​

​

​

134

​

​

​

​

​

111

​

​

Non-recurring costs(1)

​

​

​

​

681

​

​

​

​

​

654

​

​

​

​

​

131

​

​

Sponsor costs(2)

​

​

​

​

752

​

​

​

​

​

722

​

​

​

​

​

343

​

​

Adjusted EBITDA

​

​

​

$

25,023

​

​

​

​

$

22,907

​

​

​

​

$

15,049

​

​

​

20

 

21

 

​

22

 

23

 

​

24

 

25

 

26

 

27

 

28

 

29

 

30

 

31

 

​

32

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pro Forma (unaudited)(2)

​

(in thousands, except share, per share and margin data)

​

​

Fiscal 2023

​

​

Fiscal 2024

​

​

Fiscal 2025

​

​

Fiscal 2025

​

Consolidated Statement of Operations

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net Sales

​

​

​

$

224,409

​

​

​

​

$

258,928

​

​

​

​

$

326,624

​

​

​

​

$

326,624

​

​

Cost of Sales

​

​

​

​

(124,596)

​

​

​

​

​

(130,673)

​

​

​

​

​

(169,411)

​

​

​

​

​

(169,411)

​

​

Gross Profit

​

​

​

​

99,813

​

​

​

​

​

128,255

​

​

​

​

​

157,213

​

​

​

​

​

157,213

​

​

Operating Expenses

​

​

​

​

(108,033)

​

​

​

​

​

(127,638)

​

​

​

​

​

(148,687)

​

​

​

​

​

(178,251)

​

​

Income (loss) from operations

​

​

​

​

(8,220)

​

​

​

​

​

617

​

​

​

​

​

8,526

​

​

​

​

​

(21,038)

​

​

Other income, net

​

​

​

​

726

​

​

​

​

​

865

​

​

​

​

​

43

​

​

​

​

​

43

​

​

Interest expense

​

​

​

​

(19,752)

​

​

​

​

​

(20,301)

​

​

​

​

​

(30,045)

​

​

​

​

​

(16,191)

​

​

Loss before taxes

​

​

​

​

(27,246)

​

​

​

​

​

(18,819)

​

​

​

​

​

(21,476)

​

​

​

​

​

(37,186)

​

​

Benefit (provision) for income taxes

​

​

​

​

2,776

​

​

​

​

​

(1,947)

​

​

​

​

​

(1,861)

​

​

​

​

​

—

​

​

Net loss

​

​

​

$

(24,470)

​

​

​

​

$

(20,766)

​

​

​

​

$

(23,337)

​

​

​

​

$

(37,186)

​

​

Net loss margin

​

​

​

​

(11)%

​

​

​

​

​

(8)%

​

​

​

​

​

(7)%

​

​

​

​

​

(11)%

​

​

Net income (loss) attributable to redeemable noncontrolling interests

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(14,354)

​

​

33

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pro Forma (unaudited)(2)

​

(in thousands, except share, per share and margin data)

​

​

Fiscal 2023

​

​

Fiscal 2024

​

​

Fiscal 2025

​

​

Fiscal 2025

​

Net loss attributable to Suja Life, Inc.’s shareholders

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(22,832)

​

​

Net loss per common unit attributable to Holdings LP member – basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

(1.00)

​

​

Per Share Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pro forma net loss per share(1):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss attributable to Suja Life, Inc.’s shareholders (basic and diluted)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

(22,832)

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average of Class A common stock outstanding (basic and diluted)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

22,933,248

​

​

Non-GAAP Financial Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

EBITDA(3)

​

​

​

$

19,192

​

​

​

​

$

28,786

​

​

​

​

$

36,666

​

​

​

​

​

​

​

​

EBITDA margin(4)

​

​

​

​

9%

​

​

​

​

​

11%

​

​

​

​

​

11%

​

​

​

​

​

​

​

​

Adjusted EBITDA(5)

​

​

​

$

35,016

​

​

​

​

$

42,218

​

​

​

​

$

40,507

​

​

​

​

​

​

​

​

Adjusted EBITDA margin(6)

​

​

​

​

16%

​

​

​

​

​

16%

​

​

​

​

​

12%

​

​

​

​

​

​

​

​

​

34

 

​

​

​

At End of

​

​

Pro Forma (unaudited)(2)

​

​

​

​

Fiscal 2024

​

​

Fiscal 2025

​

​

Fiscal 2025

​

Cash

​

​

​

$

16,162

​

​

​

​

$

31,015

​

​

​

​

$

31,015

​

​

Working Capital(1)

​

​

​

$

1,654

​

​

​

​

$

12,287

​

​

​

​

$

14,660

​

​

Total assets

​

​

​

$

414,211

​

​

​

​

$

428,113

​

​

​

​

$

425,577

​

​

Redeemable non-controlling interests

​

​

​

$

0

​

​

​

​

$

0

​

​

​

​

$

81,363

​

​

Long-term debt, net

​

​

​

$

277,904

​

​

​

​

$

301,157

​

​

​

​

$

157,590

​

​

Total liabilities

​

​

​

$

357,001

​

​

​

​

$

395,543

​

​

​

​

$

238,233

​

​

Total partners’/members’ equity (deficit)

​

​

​

$

57,210

​

​

​

​

$

32,570

​

​

​

​

$

105,981

​

​

​

35

 

RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this prospectus, including our consolidated financial statements and the related notes thereto, before making a decision to invest in our Class A common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the following risks occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the price of our Class A common stock could decline, and you could lose all or part of your investment.

Risks Related to Our Business and Industry

Our future business, financial condition, results of operations, and cash flows may be adversely affected by reduced or limited availability of organic fruits, vegetables and other raw materials and ingredients for our juice products and by an increase in the price of such materials and ingredients.

Our ability to ensure a continuing supply of high-quality organic fruits, vegetables and other raw materials and ingredients for our juice products at competitive prices depends on many factors beyond our control. We rely on open market purchases in the spot market for some of our raw materials, as well as a limited number of regional suppliers that source and acquire certain of our raw materials used in the production of our organic juice products. Our financial performance depends in large part on their ability to arrange for the purchase of raw materials, including fruit, vegetables and other raw materials, in sufficient quantities and at competitive prices.

The fruits and vegetables from which our juice products are sourced, and the harvesting and transportation of them to our manufacturing facilities, are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, wildfires, earthquakes, hurricanes, typhoons, pestilence and other shortages and disease, as well as political events, laws and regulations regarding farm workers (including with respect to immigration policies and enforcement priorities), water and energy conservation, and other conditions which can adversely impact quantity and quality, leading to reduced yields and quality, which in turn could reduce the available supply of, or increase the price of, our raw materials. Furthermore, our finished products are manufactured in Southern California, an area which has a history of earthquakes, droughts and wildfires, and are thus vulnerable to damage or disruption. In the event that we experience an unforeseen supply shortage, we may be required to secure an alternative supply on short notice at a significant additional cost. We may not be able to, or may choose not to, pass along increases in the cost of raw materials used to manufacture our products to our customers and consumers, which would reduce our gross margins.

We may have general difficulties in obtaining raw materials, particularly organic products, due to our high-quality standards. We currently source our fruits and vegetables from local and regional organic farmers in the United States and Mexico. We currently manufacture our products in Oceanside, California. Thus, the supply of fruits and vegetables may be particularly affected by any adverse events that occur in California. Any disruption in our ability to source fruits and vegetables from local and regional farmers would result in lower sales volumes and increased costs, and may adversely affect our business, financial condition, results of operations, and cash flows if the necessary supply cannot be replaced in a timely manner and at acceptable prices or at all.

In addition, we also compete with other food and beverage companies in the procurement of fruits, vegetables and other raw materials and ingredients, and this competition may increase in the future if consumer demand increases for these materials or products containing such materials, and if new or existing competitors increasingly offer products in these market sectors. If supplies of fruits, vegetables and other raw materials and ingredients that meet our quality standards are reduced or are in greater demand, this could cause our expenses to increase and we may not be able to obtain sufficient supply to meet our needs on favorable terms, or at all.

Our ability to source fruits, vegetables, and other raw materials may also be affected by any changes among farmers as to what they choose to grow and harvest, changes in global economic conditions or

 

36

 

climate, and our or their ability to forecast or to commit to our raw materials requirements. Many of these farmers also have alternative income opportunities and the relative financial performance of growing certain fruits, vegetables or other raw materials and ingredients as compared to other potentially more profitable opportunities could affect their interest in working with us. Any of these factors could impact our ability to supply our products to customers and consumers and may adversely affect our business, financial condition, results of operations, and cash flows.

Our brands and reputation may be diminished due to real or perceived quality or food safety issues with our branded or private label products, which could have an adverse effect on our reputation, business, financial condition, results of operations, and cash flows.

We believe our consumers, retailers and distributors rely on us to provide them with high-quality products. Therefore, any real or perceived quality or food safety concerns or failures to comply with applicable food regulations and requirements, including a recall applicable to our products, whether or not ultimately based on fact and whether or not involving us (such as incidents involving our competitors), could cause negative publicity and reduced confidence in our company, brands or products, which could in turn harm our reputation and sales, and could materially and adversely affect our business, financial condition, results of operations, and cash flows. Although we believe we and our farming partners and packaging suppliers have rigorous quality control processes in place, there can be no assurance that our products will always comply with the standards set for our products or that our farming partners and packaging suppliers will comply with our product specifications. For example, although we strive to keep our products free of pathogenic organisms, they may not be easily detected and cross-contamination can occur. Product recalls could result in significant losses due to their associated costs, the destruction of product inventory, lost sales due to the unavailability of the product for a period of time and potential loss of existing distributors, retail customers and shelf space or e-commerce prominence, and a potential negative impact on our ability to attract new customers and consumers, and maintain our current customer and consumer base due to negative consumer experiences or because of an adverse impact on our brands and reputation. The costs of a recall could exceed or be outside the scope of our existing or future insurance policy coverage or limits. While we maintain batch and lot tracking capability to identify potential causes for any discovered problems, there is no guarantee that in the case of a potential recall, we will effectively be able to isolate all product that might be associated with any alleged problem, or that we will be able to quickly and conclusively determine the root cause or narrow the scope of the recall. Our potential inability to effect a recall quickly and effectively, or manage the consumer and retailer communication in a way that mitigates concerns, might create adverse effects on our business and reputation, including large recall and disposal costs and significant loss of net sales. There is no assurance that this health risk will always be preempted by such quality control processes, or that the root cause may occur after the product leaves our control. In addition, fruits, vegetables and organic materials are naturally occurring and may vary in taste by growing area and season. While we attempt to achieve a reasonably consistent taste across all our supply network with each product, there is no guarantee that we will be able to do so, which may result in customer dissatisfaction or complaints about lack of consistency across our product batches.

We have implemented food safety policies and procedures designed to follow industry best practices and work closely with our partners and suppliers in connection with food safety concerns. For example, we conducted a recall in 2019 for a kombucha product packaged by a co-manufacturer after receiving consumer complaints that foreign glass material was found in the product. We were an active participant in the recall and worked alongside the co-manufacturer to implement and complete its corrective action plan, but we cannot guarantee that our efforts will always be effective in preventing and responding to food safety concerns.

Additionally, damage, contamination or quality impairments to our products may occur after our products leave our control. Damage to packaging materials may occur during product transport and storage resulting in product spoilage or contamination, which may be impossible to detect until opened and tasted by the consumer. Because our product safety and quality are highly dependent on maintaining low temperatures throughout the production and distribution process, any disruption of cold chain distribution facilities could significantly impair our ability to meet customer demand. Disruptions to our distribution channels may occur for a variety of reasons, including equipment or refrigeration failure, utility outages, cybersecurity breaches, supply shortages, labor disputes, staffing challenges, pandemics or health emergencies,

 

37

 

transportation delays, or natural disasters such as floods, hurricanes, or extreme temperatures. Any such disruption could cause product spoilage, delays in order fulfillment, reduced product availability, and lost revenue. We may have limited ability to shift production or reroute distribution without impacting our ability to supply product, guarantee freshness and meet customer satisfaction. Further, we have no control over our products once purchased by consumers. Accordingly, consumers may store our products improperly or for long periods of time, or they may open and reseal them, which may adversely affect the quality and safety of our products. While we have procedures in place to handle consumer questions and complaints, our responses may not be satisfactory to consumers, retailers or distributors, which can adversely affect our reputation and could result in retailers or distributors holding our product from sale. If consumers, retailers or distributors do not perceive our products to be safe or of high quality as a result of such actions or events outside our control or if they believe that we did not respond to a complaint in a satisfactory manner, then the value of our brands would be diminished, and our reputation, business, financial condition, results of operations, and cash flows would be materially and adversely affected.

Any loss of confidence on the part of consumers, retailers or distributors in the ingredients used in our products or in the safety and quality of our products would be difficult and costly to overcome. Any such adverse effect could be exacerbated by our position in the market as a purveyor of high-quality products and may significantly reduce our brands’ value and damage relationships with retail and distributor customers. Issues regarding the safety of any of our products, regardless of the cause, may materially and adversely affect our business, financial condition, results of operations, and cash flows.

Competition in the food and beverage retail industry is strong and presents an ongoing threat to the success of our business.

We operate in a highly competitive market, which includes large multinational companies as well as many smaller entrepreneurial companies seeking to innovate and disrupt the categories in which we compete. As a category, cold-pressed juices, wellness shots and functional soda compete for space and share of the road with a wide range of beverage offerings. In particular, our cold-pressed juices and wellness shots compete with functional refreshment, energy drinks, vitamins, ready-to-drink teas and coffees and other non-organic or health-focused beverages, and many of these products are marketed by companies with substantially greater financial resources than ours. In addition, our Slice brand competes with well-established soda brands and other good-for-you beverages. We also compete with a number of natural, organic and functional food and beverage producers. Our competitors also include traditional juice brands, as well as better-for-you beverage brands. We and these competing brands and products compete for limited retail and foodservice customers and consumers. In our market, competition is based on brand equity, consumer relationships, consumer needs, product experience (including taste, functionality and texture), nutritional profile and dietary attributes, sustainability of the supply chain (including raw materials), quality and type of ingredients, distribution and product availability, retail, foodservice and e-commerce customer relationships, marketing investment and effectiveness, pricing and product packaging.

We continuously compete for retail customers (including grocery stores, supermarkets, health stores and others), foodservice customers (including coffee shops, cafes, restaurants and fast food) and e-commerce (both direct-to-consumer and through third-party platforms) customers. Consumers tend to focus on price as one of the key drivers behind their purchase of food and beverages, and consumers will only pay a premium price for a product that they believe is of premium quality and value. In order for us to not only maintain our market position as a premium quality platform of brands, but also to continue to grow and acquire more consumers, we must continue to provide delicious and high-quality products at acceptable price points.

Conventional food or beverage companies, which are generally multinational corporations with substantially greater resources and operations than us, may acquire our competitors or launch their own products similar to our own or other products that compete with us. Such competitors may be able to use their resources and scale to respond to competitive pressures and changes in consumer preferences by introducing new products, reducing prices or increasing promotional activities, among other things. These large competitors may decide not to compete in cold-pressed juices, wellness shots and functional soda, but rather to use their retail relationships and category insights to reduce retailer excitement for the category, impacting our visibility and shelf space. We invest in category insights and often co-develop new products in

 

38

 

partnership with our private label and retail customers to offset these potential viewpoints and excite retailers and distributors for the future of our categories, but there is no guarantee that our efforts will be successful.

Retailers or other competitors may attempt to market competitive products under their own private labels, which could be sold at lower prices, receive more optimal shelf space in retail settings or be subject to more aggressive promotional efforts, and compete with our products. Further, we cannot guarantee that we will continue to be a private label business partner for retailers that sell products under their own private labels in future years. If the quality of competing private label or branded products were to be compromised, it could affect consumer perceptions of organic juices or good-for-you beverages generally, which could impact our business. Additionally, some of our distribution partners may start to carry competing products, or in some cases, also are brand owners of beverage products that might compete with us. If we fail to adequately differentiate our products from those of our competitors, we may lose market share and pricing power, and fail to attract or retain loyal customers. In addition, the increasing number of competing products and limited shelf space in retail outlets may further limit our ability to establish and maintain a distinctive market position.

Competitive pressures or other factors could cause us to lose market share and lead to reduced space allocated to our products, which may require us to lower prices, increase marketing and advertising expenditures, or increase the use of discounting or promotional campaigns, each of which could adversely affect our margins and could adversely affect our business, financial condition, results of operations, and cash flows. Many of our current and potential competitors in the natural, organic and functional food, beverage and vitamin industries have longer operating histories, greater brand recognition, better access to distribution capabilities, larger fulfillment infrastructures, greater technical capabilities, significantly greater financial, marketing and other resources and maintain deeper customer relationships with key retailers due to their extensive brand portfolios than we do. These factors may allow our competitors to derive greater net sales and profits from their existing customer base, acquire customers at lower costs or respond more quickly than we can to new or emerging technologies and changes in consumer preferences or habits. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger customer bases or generate net sales from those customer bases more effectively than we can.

We expect competition in the natural, organic and cold-pressed juices, wellness shots, functional soda and good-for-you beverage markets to continue to increase. We believe that our ability to compete successfully in this market depends upon many factors both within and beyond our control. If we fail to compete successfully in this market, our business, financial condition, results of operations, and cash flows could be materially and adversely affected.

We are dependent on distributor and retail customers for a significant portion of our sales, and our failure to maintain or further develop our sales channels could adversely affect our business, financial condition, results of operations, and cash flows.

We derive a significant portion of our net sales from our network of distributors and retail customers (whether serviced directly or through distributors). Our two largest customers comprised of distributor customers and retail-direct customers of our products, accounted for approximately 29% and 10% respectively, of our net sales for fiscal 2025. We cannot be certain that these customers will not represent a larger percentage of our net sales than they do currently. No other retailer or distributor represented more than 10% of our net sales in fiscal 2025.

A decision by either of our largest retail customer or distributor, or any other major distributor or retail customer, whether motivated by marketing strategy, competitive conditions, financial difficulties or otherwise, to decrease significantly the quantity or breadth of product purchased from us, or to change their manner of doing business with us and their support of our products, could substantially reduce our net sales and adversely affect our business, financial condition, results of operations, and cash flows. Loss of a retail customer for our branded products could also result in the loss of any private label business we do for such retail customer. In addition, any store closings or changes in retail strategy, such as a retailer’s desire to carry products from different companies, by our retail customers, particularly our largest retail customer, could shrink the number of stores carrying our products, while the remaining stores may purchase a

 

39

 

smaller amount of our products and/or may reduce the retail floor space designated for our products. If any negative change in our relationship with our largest distributor and retail customer occurs, any other disputes with key customers arose, if we were to lose placement and support of any of our key customers or if any of our key customers consolidate and/or gain greater market power, our business, financial condition, results of operations, and cash flows would be materially and adversely affected. In addition, we may be similarly adversely impacted if any of our key customers, particularly our largest distributor and retail customer, experience any operational difficulties or generate less traffic, in which case we cannot guarantee that we will be able to find suitable replacement partners on favorable terms, or at all. We enter into pricing support and promotional arrangements with our distributors to encourage execution and pricing activity on our brands, and in some cases offer invasion fees when product is shipped directly to a specific retailer in their geographic market. There is no guarantee that these arrangements will be effective, or that disputes will not arise as to the sharing of the costs of such activity, which could impact our relationship with the distributors or impose additional costs on us.

We generally do not have long-term contracts or minimum purchase volumes with our retail-direct customers beyond promotional price arrangements, except in cases related to private label supply, and the duration of these relationships and terms are subject to change and adjustment based on the performance of the products and our performance as a supplier of these products. We seek to maintain the relationships with these customers’ private label brands and be their supplier of choice, but we cannot guarantee that we will maintain our share of this business, nor that the economic terms we will negotiate with such customers in the future will be favorable to us. The loss of any part of a key customer’s private label business may negatively impact that customer’s support of our branded products, and could adversely affect our business, financial condition, results of operations, and cash flows.

Certain of our distributors or retail-direct customers may from time-to-time experience financial difficulties, including bankruptcy or insolvency. If our customers suffer significant financial or operational difficulty, they may reduce their orders from us or stop purchasing from us and/or be unable to pay the amounts due to us timely or at all, which could adversely affect our ability to collect on receivables, our net sales and our results of operations. As of December 29, 2025, no distributor or retail-direct customers accounted for more than 15% of our accounts receivable balance. It is possible that customers may contest their contractual obligations to us, whether under bankruptcy laws or otherwise. Further, we may have to negotiate significant discounts and/or extended financing terms with these customers in such a situation. If we are unable to collect upon our accounts receivable as they come due in an efficient and timely manner, our business, financial condition, results of operations, and cash flows may be materially and adversely affected. In addition, product sales are dependent in part on high-quality merchandising and an appealing retail environment to attract consumers, which requires continuing investments by retailers and ongoing support by distributors. Retailers or distributors that experience financial difficulties may fail to make such investments or delay them, resulting in lower sales and orders for our products. Consolidations among our customers would concentrate our credit risk and, if any of these retailers or distributors were to experience a shortage of liquidity or consumer behavior shifts away from their retail model or their service area, it would increase the risk that their outstanding payables to us may not be paid. In addition, increasing market share concentration among one or a few retailers in a particular region increases the risk that if any one of them substantially reduces their purchases of or support for our products, we may be unable to find a sufficient number of other retail outlets for our products to sustain the same level of sales and net sales whether sold directly to retailers or through distributors.

We are dependent on our local and regional farming partners, and if we fail to maintain our relationship with such third-party partners, or such third parties are unable to fulfill their obligations, our business could be harmed.

We do not farm our fruits, vegetables and other raw materials and ingredients directly. In limited circumstances, we may also utilize co-manufacturers for our juice to satisfy capacity challenges. Our success depends upon our ability to maintain our relationships with existing farmers and our other third-party partners and to enter into new arrangements in the future. We have existing agreements with our local and regional farmers, many of which are terminable under certain conditions, including in some cases without cause. If our local and regional farming partners and other third-party partners deprioritize, become unable to provide or experience delays in providing our products, or if the agreements we have in place are

 

40

 

terminated, our ability to produce a sufficient selection or volume of our products at acceptable prices and on a timely basis could suffer. Additionally, if we do not use capacity that is otherwise available to us, or our suppliers otherwise prefer to transact business with our competitors, our suppliers may choose to supply competitors, which could have an adverse effect on our business. Our ability to maintain effective relationships with our third-party partners for the sourcing of raw materials from local suppliers and to otherwise facilitate the manufacture and production of our products is important to the success of our operations.

If we need to replace an existing farming partner due to bankruptcy or insolvency, lack of adequate supply, failure to comply with our specifications, performance against our contracts and our demands, disagreements or for any other reason, there can be no assurance that we will find an alternative farming partner with access to adequate supplies of raw materials or sufficient capacity when required on acceptable terms or at all, or that a new partner would allocate sufficient capacity to us in order to meet our requirements or fill our orders in a timely manner. Finding new farming or other third-party partners may take a significant amount of time and resources, and once we have identified such new partner, we would have to ensure that they meet our standards for quality control and have the necessary capabilities, responsiveness, high-quality service and financial stability, among other things, as well as satisfactory labor, sustainability and ethical practices that align with our values and mission. We may need to assist that partner in purchasing and installing processing capability, which may further delay and increase the financial costs of including them in our supply network and increase the financial risk of that relationship. If we are unable to manage our supply chain effectively and ensure that our products are available to meet consumer demand, our sales might decrease and our business, financial condition, results of operations, and cash flows may be materially and adversely affected.

We have in the past sought, and from time to time in the future may seek, to amend the terms of our agreements to secure additional capacity or address urgent supply needs, and we cannot guarantee that we will be able to maintain or achieve satisfactory economic terms with our existing partners. In addition, our third-party partners may not have the capacity or the desire to supply us with sufficient materials to keep pace with our growth plans, especially if we need significantly greater amounts of production capacity on short notice. In such cases, our ability to pursue our growth strategy will depend in part upon our ability to develop new supplier relationships and to onboard them in a timely manner to meet our expected demand.

Additionally, a natural disaster, fire, power interruption, work stoppage, labor matters (including labor shortages, illness or absenteeism in workforce and changes in government regulation relating to immigration policy or otherwise) or other calamity at our facilities or the facilities of our farming partners or other third-party partners or any combination thereof would significantly disrupt our ability to deliver our products and operate our business. We may not be able to, or may choose not to, pass along increases in the cost of raw materials used to manufacture our products to our customers and consumers, which would reduce our gross margins. In the future, we expect that these partners may experience plant shutdowns or periods of reduced production because of regulatory issues, equipment failure, loss of certifications, employee-related incidents, delays in raw material deliveries or other similar natural emergencies. Any such disruption or unanticipated event may cause significant interruptions or delays in our business and the reduction or loss of inventory may render us unable to fulfill customer orders in a timely manner, or at all, which could materially and adversely affect our business, financial condition, results of operations, and cash flows.

We are dependent on our limited suppliers for materials used to package our products, the costs of which have in the past been, and may continue to be, volatile and subject to price increases.

In addition to purchasing fruits, vegetables, and other raw materials and ingredients, we negotiate the terms and specifications for the purchase, manufacturing, and production of the bottles and other packaging we use for our cold-pressed juices, wellness shots, and functional sodas to certain packaging suppliers whom we rely on to provide us with quality products in substantial quantities on a timely basis. The majority of our products are produced and packaged with materials sourced from a few suppliers, and our success depends upon our ability to maintain our relationships with existing suppliers and manufacturers. For example, we outsource the bottling and packaging of our Slice beverages to one packaging supplier. Any disruption to their business could result in risks beyond our direct control, such as shipment delays, increased costs, or reduced product availability. As of December 29, 2025, amounts due to AmCor Rigid Plastics USA, Inc. represented 18% of total accounts payable. While we believe that we may be able to establish

 

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alternative supply relationships for some of these materials, we may be unable to do so in the short term, or at all, at prices or quality levels that are acceptable to us, and the loss of AmCor Rigid Plastics USA, Inc. or another vendor or a significant disruption in their operations could have an adverse effect on our operations. Further, any such alternative supplier arrangements may lead to increased costs or delays.

Any disruption in the supply of our plastic bottles could delay our production and hinder our ability to meet our commitments to customers. If we are unable to obtain a sufficient quantity of our packaging on commercially reasonable terms or in a timely manner, or if we are unable to obtain alternative sources or replace an existing packaging supplier due to bankruptcy or insolvency, lack of adequate supply, failure to comply with our product specifications, performance against our contracts and our demands, disagreements or for any other reason, sales of our products could be delayed or we may be required to redesign our products. Unforeseen events affecting our suppliers might also cause us to shift to alternative packaging sources that might make it difficult for us to meet demand for our products. Additionally, there can be no assurance that we will find an alternative packing supplier with sufficient capacity when required or on acceptable terms or at all. Such a shift on short notice could result in lost sales, reduced gross margins or damage to our customer relationships, which would adversely affect our business, financial condition, results of operations, and cash flows. We have experienced, and may continue to experience, price increases and significant price volatility in the materials used to package our products and other supplies that we purchase. Volatility in the prices of our packaging materials and other supplies that we purchase could increase our cost of sales and negatively impact our results of operations. Moreover, we may not be able to implement price increases for our products to cover any increased costs, and any price increases we do implement may result in lower sales volumes or lost relationships. If we are not successful in managing our packaging costs, or if we are unable to increase our prices to cover increased costs or if such price increases reduce our sales volumes, then such increases in costs may adversely affect our business, financial condition, results of operations, and cash flows.

Further, changes in business conditions, pandemics, governmental regulations and other factors beyond our control or that we do not presently anticipate could affect our packaging suppliers’ ability to receive components from our existing or future suppliers of such materials or the availability of such components generally. Additionally, a natural disaster, fire, power interruption, work stoppage, labor matters (including labor shortages, illness or absenteeism in workforce and changes in government regulation relating to immigration policy or otherwise) or other calamity at the facilities of our packaging suppliers or any combination thereof would significantly disrupt our ability to deliver our products and operate our business. The unavailability of any components for our suppliers could result in production delays and idle manufacturing facilities which may increase our cost of operations and render us unable to fulfill customer orders in a timely manner.

Failure by our transportation providers to deliver our products on time, or at all, could result in lost sales, and problems with our logistics network and arrangements may increase costs and our or our customers’ ability to deliver our products to market could be adversely affected.

We currently rely upon third-party transportation providers for nearly all of our product shipments. Our utilization of delivery services for shipments or shipments through our own freights is subject to risks, including availability of trucking capacity and increases in fuel prices, which would increase our shipping costs, and employee strikes or work stoppages and inclement weather, which may impact our ability and the ability of providers to provide delivery services that adequately meet our shipping needs. In particular, the popularity and high volume of online shopping following the COVID-19 pandemic has led to an increase in demand for shipping services and supplies, which, together with increases in fuel prices and labor shortages, has resulted, and may in the future result, in increases in our expenses incurred for distributing our products. We periodically change shipping companies, and when such change occurs, we have experienced, and in the future could experience, logistical difficulties that have, and in the future could, adversely affect deliveries. In addition, we have in the past, and could in the future, incur costs and expend resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as those we receive from the third-party transportation providers that we currently use, which in turn would increase our costs and may adversely affect our business, financial condition, results of operations, and cash flows.

In addition, other unforeseen or catastrophic events could damage the facilities of our warehousing and fulfillment service providers or render them inoperable, or affect the flow of product to and from these

 

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centers, or impact our ability to manage our partners, making it difficult or impossible for us to process customer or consumer orders for an extended period of time. We could also incur significantly higher costs and longer lead times associated with distributing inventory during the time it takes for our third-party providers to reopen, replace or bring the capacity back to normal levels for their warehouses/fulfillment centers and logistics capabilities after a disruption.

The inability to fulfill, or any delays in processing, customer or consumer orders from the warehousing/​fulfillment centers of our providers, or any quality issues, could result in the loss of consumers, retail partners or distributors, or the issuances of penalties, refunds or credits, and may also adversely affect our reputation. The success of our retail or distribution partners depends on their timely receipt of products for sale and any repeated, intermittent or long-term disruption in, or failures of, the operations of the warehouses/​fulfillment centers of our partners could result in lower sales and margins, a loss of loyalty to our products and excess inventory. The insurance we maintain for business interruption does not cover all risk, may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, if at all, and any insurance proceeds may not be paid to us in a timely manner. Additionally, we will need to continue to update and expand our systems to manage these warehouse/fulfillment centers and related systems to support our business growth and increasing complexity, particularly upon the completion of our initial public offering, which may require significant amounts of capital and maintenance and creates others risks, including those related to cyber security and system availability.

In addition, volatility in the global oil markets, armed conflicts and related sanctions and bans, changes in global trade policy and other macroeconomic factors have resulted in higher fuel prices in recent years, which companies have passed on to their customers by way of higher base pricing and increased fuel surcharges. Shortages of capacity in shipping have occurred and may continue to occur due to economic, weather and pandemic effects, that have affected the smooth flow of our supply chain and increased transportation costs and decreased reliability. If fuel prices, shipping supply costs or transportation costs continue to increase, we will experience higher shipping rates and fuel surcharges, as well as surcharges on our raw materials and packaging. It is hard to predict if current rates and capacity will continue in the future and what long-term rates could be. Due to the price sensitivity of our products, we may not be able to pass such increases on to our customers. Any of these factors could impact our ability to supply our products to customers and consumers and may adversely affect our business, financial condition, results of operations, and cash flows.

Supply chain disruptions and cost increases, whether as a result of inflation, tariffs or otherwise, have historically, and could have in the future an adverse effect on our business, financial conditions, results of operations and cash flows.

Over the last several years, we have experienced inflationary cost increases in our cost of sales, including packaging, ingredients, labor and transportation, and in our operating expenses, including increased overhead costs such as electricity and other utilities. In 2020 and 2021, we were also impacted by global supply chain disruptions, which increased lead times and freight costs. While the impact of these cost increases has eased in the past several quarters, and we have taken steps to minimize the potential impact of such increased costs in the future by diversifying our supplier base, working closely with our existing suppliers to ensure a continued supply of high-quality ingredients, and expanding our delivery infrastructure, inflationary and supply chain pressures may increase in the future, which could adversely affect our business, financial condition, results of operations, and cash flows. Additionally, there can be no assurance that the future imposition of any tariffs currently proposed by the U.S. presidential administration or in effect, changes thereto, or potential actions taken by countries in response to such tariffs will not result in increased costs to us and such tariffs could have a material and adverse effect upon our business, financial condition, results of operations, and cash flows.

In the past, we have experienced impacts on inventory availability and delivery capacity, such as staffing challenges, efficiency delays, raw material pricing increases, and additional costs related to safety measures. Additionally, the popularity and high volume of online shopping has resulted in and may continue to result in an increase in demand for shipping services and supplies, which, together with shortages of capacity in shipping due to economic, weather, and pandemic effects, have affected the smooth flow of our supply chain and increased transportation costs and decreased reliability.

 

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To mitigate these disruptions, we maintain insurance for business interruption. However, such insurance does not cover all risk, may not be sufficient to cover all of our potential losses, and may not continue to be available to us on acceptable terms, if at all, and any insurance proceeds may not be paid to us in a timely manner. Additionally, we have taken steps to minimize the impact of these increased costs by increasing the prices of our products and through our procurement process, through which we enter into supplier agreements with set pricing terms, which is done in tandem with our budgeting process when inflation estimates are thoroughly evaluated. However, we may not be able to implement further price increases for our products to cover any increased costs, and any price increases we do implement may result in lower sales volumes or lost relationships. As such, any such disruption or unanticipated event may cause significant interruptions or delays in our business and the reduction or loss of inventory may render us unable to fulfill customer orders in a timely manner, or at all, which could materially and adversely affect our business, financial condition, results of operations, and cash flows.

Our business is significantly dependent on our ability and the ability of our third-party partners to meet our respective labor needs, and we or they may be subject to work stoppages at facilities, which could negatively impact our results of operations.

The success of our business depends significantly on our ability and the ability of our third-party partners, including farmers and other third-party partners, to attract, hire and retain quality employees, including employees at farms and distribution facilities, many of whom are skilled. We and/or our third-party partners may be unable to meet our respective labor needs and control costs due to external factors such as the availability of a sufficient number of qualified persons in the work force of the markets in which we and/or our third-party partners operate, unemployment levels, demand for certain labor expertise, prevailing wage rates, wage inflation, changing demographics, health and other insurance costs, adoption of new or revised employment and labor laws and regulations (including changes in immigration policy and enforcement priorities), and the impacts of man-made or natural disasters, such as tornadoes, hurricanes, and global pandemics or epidemics. Recently, various legislative movements have sought to increase the federal minimum wage in the United States, as well as the minimum wage in a number of individual states. Should we or our third-party partners fail to increase wages competitively in response to increasing wage rates, the quality of the workforce could decline. Any increase in the cost of labor among our employee population or that of our third-party partners could have an adverse effect on our operating costs, financial condition, results of operations, and cash flows. We and/or our third-party partners face significant competition for qualified and skilled employees. If we are unable to hire and retain skilled employees, our business could be materially and adversely affected. We may incur significant costs to attract and retain skilled employees, and we may lose new employees to competitors before we realize the benefit of our investment in recruiting and training them. In addition, our employees are attractive targets for new and existing competitors. If our employees or the employees of our farming partners, packaging suppliers, warehousing and fulfillment service providers or shipping partners were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations, which could interfere with our ability to deliver products on a timely basis and could have other negative effects, such as decreased productivity and increased labor costs. Any interruption in the delivery of our products could reduce demand for our products and could adversely affect us.

Additionally, our success depends on our ability to attract, train and retain a sufficient number of employees who understand and appreciate our culture and can represent our brands effectively and establish credibility with our business partners and consumers. See “— If we cannot maintain our company culture and focus on our mission as we grow, our success and our business and competitive position may be harmed.” If we are unable to hire and retain employees capable of meeting our business needs and expectations, our business and brand image may be impaired.

If we fail to manage our future growth effectively, our business could be materially and adversely affected.

We have expanded our operations rapidly since our inception and anticipate further growth, although there are no guarantees of growth in any year. For example, our net sales have increased to $258.9 million in fiscal 2024 and to $326.6 million in fiscal 2025. If our operations continue to grow at a rapid pace, we may experience difficulties in obtaining sufficient raw materials and manufacturing capacity to produce our

 

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products, as well as delays in production and shipments, as our products are subject to risks associated with changing trends in consumer preferences.

Any growth places significant demands on our management, financial, operational, technological and other resources and on our farming partners and packaging suppliers. The anticipated growth and expansion of our business and our product offerings will place significant demands on our management and operations teams and may require significant additional resources and expertise, which may not be available in a cost-effective or timely manner, or at all. Further, we may be subject to reputational risks should our rapid growth jeopardize our relationships with our retail customers, distributors, consumers or suppliers.

Our net sales growth rates may slow over time due to a number of reasons, including increasing competition, market saturation, slowing demand for our offerings, increasing regulatory costs and challenges, and failure to capitalize on growth opportunities. If we fail to meet increased consumer demand as a result of our growth, our competitors may be able to meet such demand with their own products, which would diminish our growth opportunities and strengthen our competitors. If we plan for demand that does not happen, we may have to donate or destroy surplus inventory and associated ingredients and packaging materials. Further, if we expand production capacity in anticipation of growth which ultimately does not occur, it may create excess capacity and supply in the industry, leading to downward pricing pressure and negative impacts on our business, financial conditions, results of operations and cash flows. If we do not effectively predict and manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy customer requirements or maintain high-quality product offerings, any of which adversely affect our business, financial condition, results of operations, and cash flows.

We may face difficulties as we expand our operations into countries in which we have no prior operating history.

We may explore expanding our footprint in order to enter into new markets through partnerships with importers and distributors, or direct sales to retailers, among other potential strategies. This may involve expanding into countries for which we do not have current knowledge and expertise and may involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems. In addition, it may be difficult for us to understand and accurately predict taste preferences and purchasing habits of consumers in these new geographic markets. Further, our planned go-to-market strategies may not be the optimal approach in certain markets and our choice of partners may not be optimal, which may require us to consider, develop and implement alternative entry and marketing strategies or to pull out of those markets. This could be more costly to implement or use more resources than we anticipated, which could have an adverse effect on our results of operations. It is costly to establish, develop and maintain international operations and develop and promote our brands in international markets.

Additionally, to expand into new countries, we may need to rely on local partners and distributors who may not fully understand our business or our vision. Should we expand our business into new countries, we may encounter regulatory, legal, personnel, technological, consumer preference variations, competitive and other difficulties, including exposure to new foreign exchange risks, that increase our expenses and/or delay our ability to become profitable in such countries, which may adversely affect our business, financial condition, results of operations, and cash flows.

Our cash flows and results of operations may be negatively affected if we are not successful in forecasting and managing our inventory at appropriate levels for our demand.

Efficient inventory management is a key component of our success. To be successful, we must maintain sufficient inventory levels to meet our customers’ demands without allowing those levels to increase to such an extent that the costs of holding the products unduly impact our financial results or create obsolete inventory.

Our independent distributors and retail-direct customers are not required to place minimum weekly orders for our products beyond meeting a minimum delivery quantity for shipping. While we expect distributors to maintain on average one to two weeks of inventory to support their businesses and to cover

 

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any supply or service issues, there is no guarantee that they will do so. Distributors and retail-direct customers typically order products from us on a weekly basis, or with approximately ten- to fourteen-day lead times, in quantities and at such times based on their expected demand for the products in a particular distribution area. Accordingly, we cannot predict the timing or quantity of purchases by our distributors and direct retail customers or whether any of these customers will continue to purchase products from us with the same frequency and at volumes consistent with their past practice or to maintain historic inventory levels. Additionally, our larger distributors and retail-direct customers may make orders that are larger than we can fill in the requested timeframe, and such orders may roll into another period or be cancelled. For example, certain of our retailers may offer promotions including rebates and temporary price discounts on our products and we do not have control over the timing or frequency of these promotional activities. If we underestimate future demand for a particular product or do not respond quickly enough to replenish our products or do not forecast mix changes, or otherwise fail to adjust to fill customer orders, we may have a shortfall in inventory of such products, likely leading to unfulfilled orders and inventory shortages at our customers. Shortages in distributor inventory levels may result in poor service to retailers and lost retail sales, in turn negatively impacting our sales to distributor customers and harming our relationship with customers. Shortages in inventory levels at our retail-direct customers may result in our products being out of stock on their retail shelves resulting in customer dissatisfaction and reduced net sales and damaging our relationship with our retail-direct customers. Shortages in inventory levels could also result in our inability to fulfill orders placed through our e-commerce business, resulting in customer dissatisfaction and reduced net sales and damage to our reputation and customers’ willingness to use our e-commerce platform.

We have previously decided to discontinue products, such as our Kombucha products, which resulted in us recording a write-down. In the future, we may decide to discontinue a product, and/or any new products we introduce may not gain market acceptance, which may result in returns by customers and excess inventory. In such cases, we may have to record write-downs, which may be significant. In addition, if we do not accurately predict customer trends or spending levels or if we inappropriately price products, we may have to take unanticipated markdowns and discounts to dispose of obsolete, aged or excess inventory or record write-downs relating to the value of obsolete, aged or excess inventory. See “— Consumer preferences for our products are difficult to predict and may change, and, if we are unable to respond quickly to new trends by introducing new products or successfully improving existing products or adopt new technology or marketing practices effectively, our business may be adversely affected.”

It is in the nature of organic juice products and other fresh ingredients to degrade over time, and so our inventory may reach its expiration date and not be sold. Maintaining adequate inventory requires significant attention to and monitoring of market trends, local market demands, performance of our fruits and vegetables, raw material and other ingredient suppliers and performance of our logistics suppliers and distributors, and it is not certain that we will be effective in the collection and monitoring of data to enable efficient inventory management. Although we seek to forecast and plan our product needs sufficiently in advance of anticipated requirements to facilitate scheduling production time, and arrange for the availability and supply of packaging and ingredient materials, any production or delivery delays would reduce our flexibility to react to short term or unexpected consumer demand changes and can require planning as much as three months in advance to coordinate all materials for production. In addition, our inventory could be damaged or destroyed, particularly in the event of any casualty or disruption to our warehouses/fulfillment centers or losses during ocean freight transit or outbound shipping. As we expand our operations, it may be more difficult to effectively manage our inventory as the complexity of our business increases. In any cases where consumers might not have access to our products, our reputation and brands could be harmed, and consumers may be less likely to purchase our products in the future. In any cases where retailers or distributors might not have access to our products, our relationship with these customers could be harmed. If we are not successful in managing our inventory balances, it could adversely affect our business, financial conditions, results of operations and cash flows.

Our products are primarily manufactured and shipped from our production facilities in Oceanside, California, and any damage or disruption at these facilities may harm our business.

A significant portion of our operations are located in our Oceanside manufacturing facilities, including the production of all Suja Organic and Vive Organic branded products. A natural disaster, fire, power interruption, work stoppage, labor matters (including illness or absenteeism in workforce) or other calamity

 

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at any one of our facilities and any combination thereof would significantly disrupt our ability to deliver our products and operate our business. We may also experience plant shutdowns or periods of reduced production because of regulatory issues, equipment failure, employee-related incidents or delays in raw material deliveries. In particular, certain of the equipment used to manufacture our products, such as cold-presses and HPP equipment, could be difficult or costly to replace or repair if damaged. We are aware of only two suppliers of scaled HPP equipment globally, and as a result, we believe there could be long lead times and significant costs to acquire this equipment. Any such disruption or unanticipated event may cause significant interruptions or delays in our business and the reduction or loss of inventory may render us unable to fulfill customer orders in a timely manner, or at all, and may result in lawsuits. We have property and business disruption insurance in place for all of our facilities; however, such insurance coverage may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all.

We have in the past and in the future may continue to make efforts to expand our manufacturing facilities. Our manufacturing footprint at our state-of-the-art campus in Oceanside, California is currently approximately 270,000 square feet. Planning the construction and opening of any new facilities in the future may require significant capital expenditures and the efforts and attention of our management and other personnel, which has and will continue to divert resources from our existing business or operations. In addition, in the event of further expansion, we will need to hire and retain more skilled crew members to operate the expanded facilities. Even if our expansions are brought up to full processing capacity, they may not provide us with all of the operational and financial benefits we expect to receive.

Consumer preferences for our products are difficult to predict and may change, and, if we are unable to respond quickly to new trends by introducing new products or successfully improving existing products or adopt new technology or marketing practices effectively, our business may be adversely affected.

We have positioned our brands to capitalize on growing consumer interest in clean label, and great-tasting cold-pressed juices, wellness shots and functional soda, particularly organic juice products, private label products and other cold-pressed juices and wellness shots and good-for-you beverages. The market in which we operate is subject to changes in consumer preference, perception and spending habits. A key element of our growth strategy depends on our ability to develop and market new products, product extensions and improvements to our existing products that meet our standards for quality and appeal to consumer preferences.

Consumer demand for our products and interest in our offerings could change based on a number of possible factors, including changes in dietary habits, refreshment and nutritional habits, concerns regarding the health effects of ingredients, the usage of single use packaging, the impact of our supply chain on our sourcing communities, shifts in preference for various product attributes or consumer confidence and perceived value for our products relative to alternatives. Consumer trends that we believe favor sales of our products could change based on a number of possible factors. While we continually strive to improve our products through thoughtful, innovative research and development approaches to meet consumer needs, there can be no assurance that our efforts will be successful. If consumer demand for our products decreased, including due to a failure to introduce new products or successfully improve existing products, our business, financial condition, results of operations, and cash flows may be materially and adversely affected.

In addition, our new products may not receive consumer acceptance as consumer preferences could shift rapidly to different tastes and our future success depends in part on our ability to anticipate and respond to these changes. The success of our innovation and product development efforts is affected by the technical capability of our innovation staff in developing and testing product prototypes to meet these consumer needs while complying with applicable governmental regulations, the ability to obtain trademarks, patents and other intellectual property rights and protections for commercializing such innovations and developments, the ability of our supply chain and production systems to provide adequate solutions and capacity for new products, and the success of our management and sales and marketing teams in designing, branding and packaging and introducing and marketing new products. Competitors might also capitalize on changes in consumer preferences more efficiently than us and cause us to lose customers. A significant shift in consumer demand away from our products could reduce our sales or our market share and the reputation of our brands, which could materially and adversely affect our business, financial condition, results of operations, and cash flows.

 

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Additionally, the development and introduction of new products requires research, development and marketing expenditures, which we may be unable to recoup if the new products do not gain widespread market acceptance. Our competitors also may create, launch or obtain similar formulations first that may hinder our ability to successfully develop new products or enter new categories, which could adversely affect our growth. If we experience difficulty in partnering with farmers to supply raw materials for our products, it may affect our ability to develop and launch new products, enter new product categories and scale up supply if successful. Further, if we fail to ensure the supply and quality of raw materials, we may experience uneven product quality, which could negatively impact consumer acceptance of new products and negatively impact our sales and brand reputation. If we are unsuccessful in meeting our objectives with respect to new or improved products, our business, financial condition, results of operations and cash flow may be materially and adversely affected.

An overall decline in the health of the economy and other factors impacting consumer spending, such as recessionary conditions and governmental instability, may affect consumer purchases, which could reduce demand for our products and harm our business, financial conditions, and results of operations.

Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer confidence and spending, such as geopolitical uncertainty, general economic conditions, consumer disposable income, recession and fears of recession, unemployment, minimum wages, inflation, consumer confidence in future economic conditions and political conditions, changes in tax, trade, immigration or other policies and consumer perceptions of personal wellbeing and security.

Consumer preferences tend to shift to lower-cost alternatives during recessionary periods and other periods in which disposable income is adversely affected, which could lead to a decline in consumer demand for our products, and thus result in lower net sales. Functional and other specialty beverages in particular may be more susceptible to discretionary consumer spending levels. Our financial performance is also subject to global economic conditions and their impact on levels of discretionary consumer spending, among other macroeconomic factors. Such a recessionary shift and the accompanying changes in consumer behavior could have a material and adverse effect on our business, financial condition, results of operations, and cash flows.

Sales of our cold-pressed juices and wellness shots products constitute a significant portion of our net sales, and a reduction in demand for and sales of our cold-pressed juices and wellness shots products or a decrease in consumer demand for such products generally would have a material and adverse effect on our business, financial condition, results of operations, and cash flows.

Our cold-pressed juices and wellness shots products accounted for approximately 97% of our net sales and 96% of our shipments in fiscal 2025. We believe that sales of our cold-pressed juices and wellness shots will continue to constitute a significant portion of our net sales, income and cash flow for the foreseeable future. Any material negative change to consumer demand for our products or organic juice generally or to our cold-pressed juice products in particular could materially and adversely affect our business, financial condition, results of operations, and cash flows. We also rely upon a few large customers (whether serviced directly or through distributors) in certain markets due to the concentration that exists in retail ownership in our key markets. Accordingly, any factor adversely affecting our relationships with major retailers, such as Whole Foods, Kroger, Albertsons, CVS and Amazon Fresh, could materially adversely affect our business, financial condition, results of operations, and cash flows.

If we fail to develop and maintain our brands and company image, our business could suffer.

We believe we have developed our brands into strong and trusted brands, which has contributed significantly to the success of our business. We believe our continued success depends on our ability to maintain and grow the value of our brands: Suja Organic, Vive Organic, and Slice. Maintaining, promoting and positioning our brands and reputation will depend on, among other factors, the success of our product offerings, food safety, quality assurance, marketing and merchandizing efforts, the reliability and reputation of our supply chain, our ability to grow and capture share of the NHB market and cold-pressed juices, wellness shots and functional soda categories, our ability to compete successfully with other products

 

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and companies, and our ability to provide a consistent, high-quality consumer experience. Any negative publicity associated with any of our brands or products, regardless of its accuracy, could materially and adversely affect our business. For example, as part of our brands’ licensing strategy, we enter into licensing agreements under which we grant our licensing partners certain rights to use our trademarks and other designs. Although our agreements require that the use of our trademarks and designs is subject to our control and approval, any breach of these provisions, or any other action by any of our licensing partners that is harmful to our brands, goodwill and overall image, could adversely affect our business.

Our success, and our ability to increase net sales and operate successfully, depends in part on our ability to cost-effectively acquire new consumers, retain existing consumers and keep existing consumers engaged so that they continue to purchase our products. While we intend to continue to invest significantly in sales and marketing to educate consumers about our brands, our values and our products, there is no assurance that these efforts will generate further demand for our products or expand our consumer base. Our ability to attract new consumers and retain our existing consumers will depend on the perceived value and quality of our products, consumers’ desire to purchase organic plant-based products at a premium, offerings of our competitors, our ability to offer new and relevant products and the effectiveness of our marketing efforts, and customers’ perception of or experience with our other brands or offerings, among other items.

The growing use of social and digital media by us, our consumers and third parties increases both the speed and reach with which information or misinformation and opinions can be shared. Negative publicity about us, our brands or our products on social or digital media could seriously damage our brands and reputation. For example, consumer perception could be influenced by negative media attention regarding any consumer complaints about our products, our management team, ownership structure, employment practices, sourcing practices and supply chain partners, our brands and products or our ability to execute our mission and values, such as advertising campaigns or media allegations that challenge the nutritional content or sustainability of our products and our supply chain, or that challenge our marketing efforts regarding the quality of our products. Additionally, any negative publicity regarding the plant-based food industry as a whole or regarding any of our competitors could have an adverse effect on our business, brands and reputation. Similar factors or events could impact the success of any brands or products we introduce in the future.

Our company image and brands are very important to our vision and growth strategies, particularly our focus on environmental sustainability and operating consistently with our mission and values. We will need to continue to invest in actions that support our mission and values and adjust our offerings to appeal to a broader audience in the future in order to sustain our business and to achieve growth, and there can be no assurance that we will be able to do so. If we do not maintain the favorable perception of our company and our brands, our sales and results of operations could be materially and adversely impacted. Our brands and our company image are based on subjective perceptions, and any incident that erodes the loyalty of our consumers, customers, suppliers or manufacturers, including adverse publicity or a governmental investigation or litigation, could significantly reduce the value of our brands and significantly damage our business, which would adversely affect our business, financial condition, results of operations, and cash flows.

We must expend resources to maintain consumer awareness of our brands, build brand loyalty and generate interest in our products from existing and new consumers. Our marketing strategies and channels will evolve and our programs may or may not be successful.

To remain competitive, acquire and keep customers and consumers and to expand and keep shelf placement for our products, we may need to increase our marketing and advertising spending and our sales team capabilities to maintain and increase consumer awareness, protect and grow our existing market share or promote new products. Further sales force investments and advertising and promotional expenditures may be required to maintain or improve our brands’ market position or to introduce new products to the market. Participants in our industry are increasingly engaging in consumer outreach through social media and web-based channels and direct-to-consumer delivery, which may prove successful in competing with incumbent brands and require us to increase investment and add capability to respond. For example, we have invested and are continuing to invest resources in growing consumer awareness of the Slice brand in connection with its recent launch. There is no guarantee that our efforts will be successful, including those related to

 

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the Slice brand, and any increase in our sales, marketing and advertising efforts, including through social media or otherwise, may not maintain our current reputation, or lead to increased brand awareness and sales, and may have unanticipated negative impacts on our brands. In addition, we consistently evaluate our product lines to determine whether to discontinue certain products. Discontinuing product lines may increase our results of operations over the long-term, but could reduce our sales short term and hurt our company image and brands, and a reduction in sales of certain products could cause a reduction in sales of other products. The discontinuation of product lines may have an adverse effect on our business, financial condition, results of operations, and cash flows.

Additionally, we seek to engage with our customers and build awareness of our brands through sponsoring unique events and experiences. If our marketing efforts and messaging are not appropriately tailored to and accepted by our target customers, we may fail to attract customers, and our brand and reputation may be harmed. In addition, our marketing initiatives may become increasingly expensive as competition increases, and generating a meaningful return on those initiatives may be difficult. Our future growth and results of operations and the success of our brands will depend in part upon the effectiveness and efficiency of these marketing efforts.

Our business depends on our ability to maintain a strong community of engaged customers, consumers and ambassadors, including by social media. We may not be able to maintain and enhance our brands if we experience negative publicity, fail to maintain and grow our network of ambassadors or otherwise fail to meet our customers’ or consumers’ expectations.

We currently partner with brand ambassadors who promote and market our products, participate in product launches, engage with our consumer community and educate them about Suja Life products. Our ability to maintain relationships with our existing ambassadors and to identify new ambassadors is critical to expanding and maintaining our customer and consumer base. As our market becomes increasingly competitive, recruiting and retaining new ambassadors (and retaining existing ambassadors) may become increasingly difficult. If we are not able to develop and maintain strong relationships with our ambassador network, our ability to promote and maintain awareness of our brands may be adversely affected. Further, if we incur excessive expenses in this effort, our business, financial condition, results of operations, and cash flows may be adversely affected.

We and our ambassadors often use third-party social media platforms to raise awareness of our brands and engage with the health foods and wellness communities. In recent years, there has been a marked increase in the use of social media platforms, including blogs, chat platforms, social media websites, and other forms of internet-based communications that allow individuals to interact with our products, which acts as a means to enhance brand awareness. As existing social media platforms evolve and new platforms develop, we and our ambassadors must continue to maintain a presence on these platforms and establish presences on emerging popular social media platforms. If we are unable to cost-effectively develop and continuously improve our consumer-facing technologies, such as social media platforms, our ability to acquire new customers and consumers may suffer and we may not be able to provide a convenient and consistent experience to our consumers regardless of the sales channel. This could negatively affect our ability to compete with other companies and result in diminished loyalty to our brands.

The use of social media by our brand ambassadors, our consumers and us has increased the risk that our image and reputation could be negatively impacted. In particular, the reputation of our brand ambassadors could impact how consumers view our products or brands. The rising popularity of social media and other consumer-oriented technologies has increased the speed and accessibility of information dissemination and given users the ability to organize collective actions such as boycotts and other brand-damaging behaviors more effectively. The dissemination of information via social media could adversely affect our brands or our business, regardless of the information’s accuracy. This could include negative publicity related to our products or negative publicity related to actions taken (or not taken) by us or our executives, team members, employees, brand ambassadors, contractors, collaborators, vendors, consultants, advisors or other individuals or entities that may be perceived as being associated with us. Such negative publicity may relate to actions taken (or not taken) with respect to social, environmental, and community outreach issues and initiatives. Due to the inherent nature of social media and the manner and speed with which such messages are spread, we may not be aware of or able to have such messages removed before they have done

 

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significant harm to our business, or at all. The harm may be immediate, without affording us an opportunity for redress or correction and could have an adverse effect on our business, financial condition, results of operations, and cash flows. In addition, an increase in the use of social media for product promotion and marketing may increase the burden on us to monitor compliance of such materials, and increase the risk that such materials could contain problematic product or marketing claims in violation of applicable regulations. For example, in some cases, the U.S. Federal Trade Commission (“FTC”) has sought enforcement action where an endorsement has failed to clearly and conspicuously disclose a financial relationship or material connection between an influencer and an advertiser.

We also do not prescribe what our ambassadors post, and our ambassadors could engage in behavior or use their platforms in a manner that reflects poorly on our brands or is in violation of applicable regulations or platform terms of service, and all these actions may be attributed to us. In addition, customer complaints or negative publicity related to our website, mobile app, products, product delivery times, customer data handling, marketing efforts, security practices or customer support, especially on blogs and social media websites, could diminish customer loyalty and community engagement. Our inability or failure to recognize, respond to, and effectively manage the accelerated and potentially negative impact of social media could adversely impact our business.

Further, laws and regulations, including associated enforcement priorities, rapidly evolve to govern social media platforms and other internet-based communications, and any failure by us, our ambassadors or other third parties acting at our direction or on our behalf to abide by applicable laws and regulations in the use of these platforms could subject us to regulatory investigations, class action lawsuits, liability, fines or other penalties. Other risks associated with the use of social media and internet-based communication include improper disclosure of proprietary information, negative comments about our brands or products, exposure of personally identifiable information, fraud, hoaxes, or malicious dissemination of false information. Damage to the brand image and our reputation could have an adverse effect on our business, results of operations, financial condition, and cash flows.

If our independent suppliers, local and regional farmers and packaging suppliers from which we source our raw materials do not comply with ethical business practices or with applicable laws and regulations, our reputation, business, and results of operations may be harmed.

Our reputation and our consumers’ willingness to purchase our products depend in part on the compliance of our suppliers, manufacturers, distributors, and retail partners with ethical employment practices, such as with respect to child and animal labor, wages and benefits, forced labor, discrimination, safe and healthy working conditions, and with all legal and regulatory requirements relating to the conduct of their businesses. We do not exercise control over our independent suppliers, manufacturers, distributors and retail partners, nor over the suppliers of our raw materials, and we cannot guarantee their compliance with ethical and lawful business practices. If our suppliers, manufacturers, distributors, retail partners or raw material suppliers fail to comply with applicable laws, regulations, safety codes, employment practices, human rights standards, quality standards, environmental standards, production practices or other obligations, norms or ethical standards, our reputation and brand image could be harmed, our customers may choose to terminate their relationships with us and we could be exposed to litigation and additional costs that would harm our business, reputation and results of operations.

In the event of actual or alleged non-compliance, we might be forced to find an alternative supplier or manufacturer and we may be subject to lawsuits related to such non-compliance by our suppliers and manufacturers and other negative publicity. As a result, our supply of raw materials or finished inventory could be disrupted or our costs could increase, which would adversely affect our business, financial condition, results of operations, and cash flows. The failure of any co-manufacturer to produce products that conform to our standards could adversely affect our reputation in the marketplace and result in product recalls, product liability claims, economic loss and reputational damage.

We are subject to risks related to sustainability and corporate social responsibility.

Our business faces increasing public scrutiny relating to environmental, social, and governance issues. If we fail to meet applicable standards or expectations with respect to these issues, including the expectations we establish for our own business, our reputation and brand image could be damaged, and our business,

 

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financial condition, results of operations, and cash flows could be adversely impacted. For example, consumers may perceive our use of single-use plastics to be inconsistent with our brand image, resulting in negative perception of our brands. In addition, from time to time, we may announce certain initiatives, goals or other statements regarding our focus areas. We could fail, or be perceived to fail, in our achievement of such initiatives or goals, or to conduct our business consistent with such statements, or we could fail in accurately reporting our progress on such initiatives and goals. Such failures could be due to changes in our business (e.g., shifts in business among distribution channels).

Further, if we are unable to meet our sustainability, environmental, social and governance goals, this could adversely affect our reputation and brand and negatively impact our relationship with our employees, customers and consumers. There is no guarantee that our pace of progress on our environmental, social and governance initiatives will meet all parties’ expectations, which in turn could result in harm to our reputation and negatively impact our business, financial condition, results of operations and cash flow.

Increasingly, different stakeholder groups have divergent views on sustainability and similar goals, which increases the risk that any action or lack thereof with respect to these matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business. We also face risks related to business trends that may be influenced by climate change concerns.

In addition, this emphasis on environmental, social and other sustainability matters has resulted and may result in the adoption of new laws and regulations, including new reporting requirements. If we fail to comply with new laws, regulations or reporting requirements, our reputation and business could be adversely affected.

We rely on independent certification for our products.

We rely on various independent third-party certifications, such as certifications of our products as “organic,” to differentiate our products and company from others. We must comply with the requirements of independent organizations or certification authorities in order to label our products as certified organic. For example, we can lose our “organic” certification if we fail to source certified organic raw materials from local raw material suppliers. In addition, all raw materials must be certified organic. The loss of any independent certifications could adversely affect our market position as an organic and natural products company, which could materially and adversely affect our business.

Failure to retain our senior management and key personnel may adversely affect our operations or our ability to grow successfully.

Our success is substantially dependent on the continued service of certain members of our senior management and other key employees. These employees have been primarily responsible for determining the strategic direction of our business and for executing our growth strategy and are integral to our brands, culture and the reputation we enjoy with suppliers, farmers, distributors, customers and consumers. In particular, we are dependent on Maria Stipp, our chief executive officer, Jeff Pedersen, our chief financial officer, and Mike Box, our chief operating officer, for leadership, culture, strategy, key customer and supplier relationships and other skills and capabilities. The loss of the services of Ms. Stipp or Messrs. Pedersen or Box, or any of our key personnel, could adversely affect our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause the price of our common stock to decline. We do not currently carry key-person life insurance for our chief executive officer or any senior executive.

If we cannot maintain our company culture and focus on our mission as we grow, our success and our business and competitive position may be harmed.

We believe our culture and our mission have been key contributors to our success to date. We have invested substantial time and resources in building our culture, which we believe distinguishes us from our competitors and promotes a relationship among our customers, partners, and employees founded on trust. Any failure to preserve our culture or focus on our mission could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate

 

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objectives. As we grow, and particularly as we integrate acquisitions and develop the infrastructure of a public company, we may find it difficult to maintain these important values.

Our culture and values are reinforced by the leadership and behaviors of our chief executive officer, and executive team, and any failure of these individuals to meet these expectations could cause reputational risk and damage to the company culture and values in the eyes of employees, customers and suppliers. If we fail to maintain our company culture and focus on our purpose, our business and competitive position when attracting employees may be harmed, and we may face reputational risk both at the company level and at the brand level, which might impact our distributors’, retailers’ and suppliers’ willingness to work with us and support our business.

As we continue to grow, geographically expanding our presence outside of our headquarters in Oceanside, California, and developing the infrastructure associated with being a public company, we face a number of challenges that may affect our ability to sustain our corporate culture and shared values, including:

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a need to identify, attract, reward, and retain people in key leadership positions in our organization who share and further our culture, values, mission, and public benefit objective;

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the increasing size and geographic diversity of our workforce, which may limit our ability to promote a uniform and consistent culture and set of shared values across all of our offices and employees;

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the wider array of alternative working arrangements we now permit or may in the future permit, including part-time or flexible roles, fully remote roles, or “hybrid” roles (where a mix of in-person and remote work is permitted);

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the costs of our employee health and wellbeing initiatives, which help maintain our corporate culture and live up to our values, but which may be more expensive than those of our competitors;

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competitive pressures that may divert us from our mission, vision, and values, and may cause us to take actions that are contrary to, or that our workforce views as contrary to, our culture or values;

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our rapidly evolving industry; and

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the increasing need to develop expertise in new areas of business that affect us.

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Any failure to preserve our corporate culture or any failure to live up to our values as a company, particularly those related to environmental conservation and sustainability, could negatively affect our brands and reputation, harm our business, and limit our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.

Members of our management team have limited experience in operating a public company, and regulatory compliance may divert their attention from the day-to-day management of our business.

With the exception of our chief financial officer, Jeff Pedersen, our management team has very limited experience managing a publicly traded company, and limited experience complying with the increasingly complex laws and regulations pertaining to public companies. Our management team, even with Mr. Pedersen’s leadership, may not successfully or efficiently manage our transition to being a public company that will be subject to significant regulatory oversight and reporting obligations under the federal securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business, which would adversely impact our business operations. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States and to meet the other regulatory compliance needs of a public company may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

 

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We may not be able to protect our intellectual property or trade secrets adequately, which may harm the value of our brands, and we may be subject to claims by third parties that we are violating their intellectual property rights, which could be difficult, time-consuming and expensive to defend.

We believe that our intellectual property has substantial value and has contributed significantly to the success of our business. As of December 29, 2025, we had 23 registered trademarks and 2 pending trademark applications in the United States, and 23 registered trademarks and 1 pending trademark application in other countries. Our trademarks are valuable assets that reinforce our brands and differentiate our products. We cannot assure you that we will be able to register and/or maintain, defend or enforce our trademarks in all jurisdictions in which we may do business, as the registrability of trademarks and the scope of trademark protection varies from jurisdiction to jurisdiction. In addition, third parties may adopt trade names or trademarks that are the same as or similar to ours, especially in jurisdictions in which we have not yet obtained trademark protection, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, our trademark applications may be opposed by third parties, our trademarks may otherwise be challenged, invalidated, declared generic, circumvented, rendered unenforceable, infringed or otherwise violated and/or the scope of any of our trademark registrations could be narrowed as a result of a challenge, or even cancelled entirely. Failure to protect our trademark rights could prevent us in the future from challenging third parties who use names and logos similar to our trademarks, which may in turn cause consumer confusion, negatively affect our brands’ recognition, or negatively affect consumers’ perception of our brands and products. Over the long term, if we are unable to successfully register our trademarks and trade names and establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected. In order to resolve certain trademark disputes, we have entered into coexistence or settlement agreements that permit other parties certain uses of marks similar to ours for certain categories and countries, and restrict the use of our marks in certain categories and countries. There is no guarantee that these coexistence or settlement agreements will foreclose future trademark disputes.

In addition, the laws of some foreign countries do not protect intellectual property rights to the same level of protection as the laws of the United States, and we may encounter difficulties in obtaining, maintaining, protecting, defending and enforcing such rights in foreign jurisdictions. Moreover, any changes in, or unexpected interpretations of, intellectual property laws in any jurisdiction may compromise our ability to obtain, maintain, protect, defend or enforce our intellectual property rights.

We also rely on proprietary expertise, recipes and formulations and other trade secrets and copyright protection to develop and maintain our competitive position. We may not be able to prevent the unauthorized disclosure or use of our trade secrets or confidential information, despite the existence of confidentiality agreements and other measures we take to protect such information. Obtaining patent protection, if available for any of such proprietary intellectual property, can be time consuming and expensive, and we cannot guarantee that our patent applications would be granted, or if granted, that they would be of sufficient scope to provide meaningful protection. Accordingly, we have in the past decided, and may in future decide, to protect our intellectual property rights in our technologies by maintaining them as trade secrets. If any of our trade secrets or other confidential information were to be disclosed to or independently developed by a competitor, it could have a material and adverse effect on our business, financial condition, results of operations, and cash flows.

Our confidentiality agreements with our employees and certain of our consultants, contract employees, suppliers and independent contractors, including some of our manufacturers who use our formulations to manufacture our products, generally require that all information made known to them, including our trade secrets, know-how and other proprietary information, be kept strictly confidential. Nevertheless, such information (including trade secrets, know-how and other proprietary information) is difficult to protect. Any of these parties may breach their agreements with us and disclose information improperly. Although we attempt to protect our trade secrets, our confidentiality agreements may not effectively prevent disclosure of our proprietary, confidential or trade secret information and may not provide an adequate remedy in the event of unauthorized disclosure of such information. In addition, others may independently develop similar recipes or formulations to those that we have maintained as trade secrets, in which case we would not be able to assert trade secret rights against such parties. As a result, we may not be able to prevent others from developing or using similar formulations.

 

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Enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets and know-how. We cannot assure you that the steps we have taken to protect our intellectual property rights are adequate, that our intellectual property rights can be successfully defended and asserted in the future or that third parties will not infringe upon, misappropriate or otherwise violate (or have not infringed upon, misappropriated or otherwise violated) any such rights. We may be required to spend significant resources in order to monitor and protect our intellectual property rights, which may not always be effective and could divert other resources from our business. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trademarks and trade secrets. We cannot assure you that we will have adequate resources to enforce our intellectual property rights, as such litigation can be costly, time-consuming and distracting to management. Any such litigation could result in the impairment or loss of portions of our intellectual property, as our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the ownership, scope, validity or enforceability of our intellectual property rights. If such defenses, counterclaims or countersuits are successful, we could lose valuable intellectual property and proprietary rights. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing, misappropriating or otherwise violating our intellectual property and proprietary rights. Additionally, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation.

We also face the risk of claims that we have infringed third parties’ intellectual property rights. If a third party asserts a claim that we or our offerings infringe, misappropriated or otherwise violated their rights, the litigation could be expensive and could divert management attention and resources away from our core business operations. Any claims of trademark or other intellectual property infringement, even those without merit, could:

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be expensive and time consuming to defend;

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cause us to cease making, having made, selling, offering for sale, importing, licensing or using products that incorporate the asserted intellectual property, which in turn could adversely affect our relationships with customers and distributors and might result in damages;

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require us to redesign, reengineer, or rebrand our products or packaging, if feasible and might result in large inventory write-offs of unsaleable or unusable materials;

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divert management’s attention and resources; or

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require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property which might affect our margins and ability to compete.

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A successful claim of infringement, misappropriation, or other violation against us could result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or conduct of certain activity. Any of the foregoing events could have a material and adverse effect on our operating profits, our customer relations and harm our future prospects.

In addition, the introduction of artificial intelligence (“AI”) technologies into our business activities could expose our business to intellectual property risks. The intellectual property ownership and license rights, including copyright, surrounding AI technologies has not been fully addressed by laws or regulations, and the use or adoption of third-party AI technologies into our business operations, products and services may result in exposure to claims of copyright infringement or other intellectual property misappropriations, as well as potential liability to customers.

We may be subject to claims that we or our employees have misappropriated the intellectual property of a third party, including trade secrets or know-how, or are in breach of non-competition or non-solicitation agreements with our competitors.

We may be subject to claims that our employees, consultants, or independent contractors have wrongfully used or disclosed sensitive, proprietary, or confidential information of third parties. Many of our employees, consultants and contractors were previously employed at or engaged by similar companies,

 

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including our competitors or potential competitors. Some of these employees, consultants and contractors may have executed proprietary rights, non-disclosure and non-competition agreements in connection with such previous employment. Although we try to ensure that our employees and consultants do not use the intellectual property, confidential, sensitive or, proprietary information, know-how or trade secrets of others in their work for us, we may be subject to claims that we or these individuals have, inadvertently or otherwise, misappropriated the intellectual property or disclosed the alleged trade secrets or other proprietary information of these former employers or competitors or other third parties, including claims in connection with the use of AI. To the extent that our employees, consultants or contractors use intellectual property or confidential, sensitive or proprietary information owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions or other rights. Litigation may be necessary to defend against these claims. There is no guarantee of success in defending these claims, and even if we are successful, litigation could result in substantial cost and be a distraction to our management and other employees. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material and adverse effect on our business.

Climate change, or legal or market measures to address climate change, may negatively affect our business and operations.

Increasing concentrations of carbon dioxide and other greenhouse gases in the atmosphere will continue to have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather such as droughts, wildfires and natural disasters. The predicted effects of climate change may result in decreased availability or less favorable pricing for our organic fruits and vegetables and other raw materials that are necessary for our current or any future products. Such climate changes may also require us to find farmers in other geographic areas if the location for best production of certain fruits or vegetables changes, which will require changes to our supply network and investing time and resources with new suppliers, thereby potentially increasing the costs of our raw materials and our costs of production. In addition, there is no guarantee that we would be able to maintain the quality and taste of our products if we transitioned to sourcing organic fruits and vegetables from other geographic areas. Water is used throughout the production of our raw materials, and scarcity of water sources in our supply chain could also constrain our supply and increase costs.

Additionally, the increasing concern over climate change, as well as initiatives by advocacy groups, may also result in more federal, state, local and foreign legal requirements to reduce or mitigate the effects of greenhouse gases. If such laws are enacted, we and our suppliers may experience significant increases in our costs of operations, compliance and delivery which in turn may negatively affect our business, financial condition, results of operations, and cash flows.

Changes in U.S. trade policy, including the impact of tariffs, are having and may continue to have a material and adverse effect on our business and results of operations.

Our business and results of operations are being and may continue to be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions which may be imposed by the U.S. or other governments with little or no advance notice. For example, the U.S. government recently imposed tariffs on various product imports from almost all countries, including Mexico. Some tariff announcements have been followed by the granting of limited exemptions and temporary pauses causing substantial uncertainty and volatility in financial markets.

Some of our products require raw materials or supplies that may be subject to these recent tariffs. Any imposition of or increase in tariffs on components needed to manufacture our products, such as aluminum to bottle our Slice beverages, as well as corresponding price increases for such materials available domestically, could increase our and our packaging suppliers’ costs. To the extent that we are unsuccessful in finding alternative suppliers that are subject to smaller or no tariffs, negotiating sharing these costs with our suppliers, or failing to pass cost increases on to our customers, such cost increases could adversely affect our business and results of operations. Higher costs could also inhibit our ability to develop new products and innovations.

If we are unable to navigate further these unpredictable changes in U.S. or international trade policy, it could have a material and adverse impact on our business and results of operations.

 

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Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy, and ultimately may reduce demand for our products. Such conditions could have a material and adverse impact on our business, financial condition, results of operations, and cash flows.

Risks Related to Information Technology

We rely heavily on our information technology systems, as well as those of our third-party vendors and business partners, for our business to effectively operate and to safeguard confidential information; any significant failure, inadequacy, interruption or data security incident could adversely affect our business, financial condition, results of operations, and cash flows.

We use information technology systems, infrastructure and data in substantially all aspects of our business operations. Our ability to effectively manage our business and coordinate sourcing, distribution and sale of our products depends significantly on the reliability and capacity of these systems. We are critically dependent on the integrity, security and consistent operations of these systems. We also collect, process and store numerous classes of sensitive, personally identifiable and/or confidential information and intellectual property, including customers’ and suppliers’ information, private information about employees and financial and strategic information about us and our business partners. The secure processing, maintenance and transmission of this information is critical to our operations.

We also use computers, mobile devices and other devices to connect with our employees, suppliers, co-manufacturers, distributors, customers and consumers. We use social media platforms such as TikTok, Facebook, Instagram and X (formerly Twitter) and may use other social media platforms in the future for online collaboration, brand building and consumer interaction. Such uses give rise to cyber security risks, including cyber security attacks, espionage, identity theft, system disruption, data theft, ransomware and inadvertent release of information.

Our systems and those of our third-party vendors, service providers and business partners may be subject to damage or interruption from power outages or damages, theft, telecommunications problems, data corruption, software errors, network failures, fraud, misconduct or misuse, acts of war or terrorist attacks, fire, flood, global pandemics, natural disasters and other events, and our existing safety systems, data backup, access protection, user management and information technology emergency planning may not be sufficient to prevent data loss or long-term network outages. In addition, we and our third-party vendors, service providers and business partners may have to upgrade our existing information technology systems or choose to incorporate new technology systems from time to time in order for such systems to support the increasing needs of our expanding business. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could disrupt our business and result in transaction errors, processing inefficiencies and loss of production or sales, causing our business and reputation to suffer.

Further, our systems and those of our third-party vendors, service providers and business partners may be vulnerable to, and have experienced attempted, security incidents, breaches, attacks by hackers (including ransomware attacks, phishing attacks and other third-party intrusions), acts of vandalism, computer viruses, misplaced or lost data, human errors or other similar events. If unauthorized parties gain access to our systems, networks or databases, or those of our third-party vendors, service providers or business partners, they may be able to steal, publish, delete, use inappropriately or modify our private and sensitive third-party information, including credit card information and other personally identifiable information. In addition, employees may intentionally or inadvertently cause data or security incidents that result in unauthorized release of personally identifiable or confidential, sensitive or proprietary information. Because the techniques used to circumvent security systems can be highly sophisticated, change frequently, are often not recognized until launched against a target (and even, in many cases, until after having been successfully launched for some time) and may originate from less regulated and remote areas around the world, we may be unable to proactively address all possible techniques or implement adequate preventive measures for all situations.

Security or cyber incidents or security breaches compromising the confidentiality, integrity, and availability of our sensitive, proprietary and confidential information and our systems and those of our

 

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third-party vendors, service providers and business partners could result from cyber-attacks, denial-of-service attacks, computer malware, viruses, social engineering (including spear phishing and ransomware attacks), supply chain attacks, efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, errors or malfeasance of our personnel, and security vulnerabilities in the software or systems on which we, or our third-party vendors, service providers or business partners, rely. Cybercrime and hacking techniques are constantly evolving. The sophistication of cyber-attacks continues to increase and there is no guarantee that the steps we have taken will be sufficient to prevent significant disruption and loss. Threat actors are becoming more well-organized. Geopolitical tensions and nation-backed cybercriminals, along with new technologies such as AI and related tools, are making the threat landscape more complex and challenging to monitor. We and/or our third-party vendors, service providers and/or business partners may be unable to anticipate attempted security breaches, react in a timely manner, or implement adequate preventative measures, particularly given the increasing use of hacking techniques designed to circumvent controls, avoid detection, and remove or obfuscate forensic artifacts. We anticipate that these threats will continue to grow in scope and complexity over time and such incidents may occur in the future, and could result in unauthorized, unlawful, or inappropriate access to, inability to access, disclosure of, or loss of the sensitive, proprietary and confidential information (including personally identifiable information) that we handle. As we rely on a number of our third-party vendors, service providers and business partners, we are exposed to security risks outside of our direct control, and our ability to monitor these third-party vendors’, service providers’ and business partners’ data security is limited. While we employ a number of security measures designed to prevent, detect, and mitigate potential for harm to our users and our systems, networks and databases from the theft of or misuse of user credentials on our network, these measures may not be effective in every instance. Moreover, we or our third-party vendors, service providers or business partners may be more vulnerable to such attacks in remote work environments, which have increased in recent years. Additionally, while we maintain cyber insurance that may help provide coverage for these types of incidents, we cannot assure you that our insurance will be adequate to cover costs and liabilities related to these incidents.

A failure to incorporate new technology, like AI, machine learning and automation, or adopt new marketing practices may reduce our ability to compete and operate efficiently, or increase risks of data security or result in suboptimal business decisions. If we do not sufficiently invest and evolve our business at sufficient speed and scale in response to such developments, or if we execute poorly on these investments, our products, results of operations and ability to compete and develop our business could be negatively affected. When incorporating AI technologies into our business functions and operations, we are increasingly liable to new or existing risks due to increased governmental monitoring, compliance issues, data privacy risks, and potential litigation, all of which could negatively impact both financial performance and business reputation. Our ability to benefit from AI while managing the risks significantly relies on the effective selection of AI tools and platforms tailored to fit our specific business needs. Integrating ineffective AI technologies, or incorporating AI technologies without appropriate training, could lead to unintended consequences such as bias, discriminatory outputs, accuracy or data privacy issues. If we fail to successfully integrate AI, run afoul of developing regulations regarding AI, or otherwise cannot keep up with market demand when it comes to this new technology, our business may be adversely affected.

Any actual or perceived breach, attack, virus or other event involving our systems, networks or databases, or those of our third-party vendors, service providers and business partners could result in additional costly investigations and litigation exceeding applicable insurance coverage or contractual rights available to us, civil or criminal penalties, operational changes or other response measures, loss of consumer confidence in our security measures, and negative publicity that could adversely affect our business, reputation, financial condition, results of operations, and cash flows. Notwithstanding any contractual rights or remedies we may have, because we do not control our third-party vendors, service providers and business partners, including their security measures, we cannot ensure the adequacy of the measures they take to protect personal information, or other sensitive, proprietary or confidential information and prevent data loss. Further, there is no assurance that any security procedures or controls that we or our third-party vendors, service providers and business partners have implemented will be sufficient to prevent data-security related incidents from occurring. Furthermore, regulations and expectations for timely disclosing any cyber security events are evolving, and there are additional risks that in our response to such events, and in our disclosure, we will not meet the appropriate requirements, creating regulatory and litigation risks.

 

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In addition, if any such event resulted in access, disclosure or other loss or unauthorized use or processing of information or data, such as customers’ and suppliers’ information, private information about employees and financial and strategic information about us and our business partners, whether actual or perceived, could result in legal claims or proceedings, regulatory investigations or actions, and other types of liability under laws and regulations that protect the privacy and security of personally identifiable information, including federal, state and foreign data protection and privacy laws and regulations, violations of which could result in significant penalties and fines, costs and litigation. The cost of investigating, mitigating and responding to potential security breaches and other security and cyber incidents and complying with applicable breach notification obligations to individuals, regulators, partners and others can be significant and the risk of legal claims in the event of a security breach or security or cyber incident is increasing. For example, the California Consumer Privacy Act (“CCPA”) of 2020 creates a private right of action for certain data breaches. In addition, notifying stakeholders of breaches can lead to negative publicity, may cause consumers to lose confidence in the effectiveness of our security measures, and could require us to expend significant capital and other resources to respond to and alleviate problems caused by the actual or perceived security breach or security or cyber incident. A security breach or security or cyber incident could lead to claims by consumers or other relevant stakeholders that we have failed to comply with our legal or contractual obligations. As a result, we could be subject to legal action or consumers could end their relationships with us. Further, defending a suit, regardless of its merit, could be costly, divert management attention and harm our reputation. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductibles or co-insurance requirements, could adversely affect our reputation, business, financial condition, results of operations, and cash flows. Any material disruption or slowdown of our systems, networks or databases, or those of our third-party vendors, service providers or business partners, could have a material and adverse effect on our business, financial condition, results of operations, and cash flows. Our risks are likely to increase as we continue to expand, grow our customer base, and process, store, and transmit increasing amounts of proprietary, confidential and sensitive data. In addition, although we seek to detect and investigate all data and cyber security incidents, security breaches and other incidents of unauthorized access to our information technology systems, and it can be difficult to detect and determine the scope and impact of data security incidents. Any delay in identifying such breaches or incidents may lead to increased harm and legal exposure of the type described above.

If the technology-based systems that give our customers the ability to shop with us online do not function effectively, our results of operations, as well as our ability to grow our e-commerce business, could be adversely affected.

Our industry is being affected by the growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications and subscription services, which may result in a shift away from physical retail operations to digital channels. An increasing number of customers shop with us through our e-commerce websites and through mobile apps. Increasingly, customers are using tablets and smart phones to shop online with us and with our competitors and to do comparison shopping. We are increasingly using social media to interact with our customers and as a means to enhance their shopping experience. Adapting to changes in internet, networking or telecommunications technologies and trends could be time-consuming and require substantial expenditures. Any failure on our part to provide attractive, effective, reliable, user-friendly e-commerce platforms that offer a wide assortment of products with rapid delivery options and that continually meet the changing expectations of online shoppers could place us at a competitive disadvantage, result in the loss of e-commerce and other sales, harm our reputation with customers, have a material adverse impact on the growth of our e-commerce business globally and could have an adverse impact on our business and results of operations. Additionally, a security breach or security or cyber incident related to our e-commerce websites and mobile apps could adversely affect our reputation, business, financial condition, results of operations, and cash flows.

We are subject to risks related to online payment methods.

We currently accept credit and debit card payments for purchases through our website. As a result, we pay interchange and other fees, which may increase over time and raise our operating costs and negatively impact our results of operations. We are also subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard and rules governing

 

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electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with the rules or requirements of any provider of a payment method we accept, if the volume of fraud in our transactions limits or terminates our rights to use payment methods we currently accept, or if a data breach occurs relating to our payment systems, we may, among other things, be subject to fines or higher transaction fees and may lose, or face restrictions placed upon, our ability to accept credit card payments from consumers or facilitate other types of online payments. If any of these events were to occur, our business, financial condition, results of operations, and cash flows could be materially and adversely affected. Under current credit and debit card practices, we may be liable for fraudulent transactions. As a result, we may suffer losses as a result of orders placed with fraudulent data even if the associated financial institution approved payment of the orders. If we are unable to detect or control credit and debit card fraud, our liability for these transactions could harm our business, financial condition, results of operations, and cash flows.

Risks Related to Our Legal and Regulatory Environment

Advertising inaccuracies and product mislabeling may have an adverse effect on our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.

Certain of our products are advertised with claims as to their origin, ingredients or health, wellness, environmental or other potential benefits, including, by way of example, the use of the terms “natural,” “organic,” “clean,” “non-toxic,” “sustainable,” “no added sugars,” or similar synonyms or implied statements relating to such benefits. Although the FDA and the United States Department of Agriculture (the “USDA”) each have issued statements and adopted policies regarding the appropriate use of the word “natural,” there is no single, universal definition of the term “natural” for various categories we sell, which is true for many other adjectives common in the healthy or sustainable products industry. The resulting uncertainty has led to consumer confusion, distrust, and legal challenges.

In addition, the FDA has consistently enforced its regulations with respect to nutrient content claims, unauthorized health claims (claims that characterize the relationship between a food or food ingredient and a disease or health condition) and other claims that impermissibly suggest therapeutic benefits of certain foods or food components, or that misrepresent or improperly characterize the nutrient content in conventional food products. Moreover, the FTC has articulated a robust substantiation standard, requiring “competent and reliable scientific evidence” for any health claims made in the advertising of food and dietary supplements and has pursued investigations and litigation against companies where the FTC has concern that the claims being made are not properly substantiated. Additionally, plaintiff lawyers frequently bring class action lawsuits against food, beverage, and dietary supplements companies for alleged false, misleading, or otherwise impermissible claims. Examples of causes of action that may be asserted in a consumer class action lawsuit include fraud, unfair trade practices, false and/or misleading advertising, and breach of state consumer protection statutes. The FTC and/or state attorneys general may bring legal action that seeks removal of a product from the marketplace and impose fines and penalties. Further, consumer class action false advertising litigation relating to terms such as “natural,” “non-toxic,” “non-GMO” and other claims remain a persistent threat in our industry. Even when unmerited, class action claims, actions by the FTC, or state attorneys general enforcement actions can be expensive to defend and adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image, which could have a material and adverse effect on our business, financial condition, results of operations, and cash flows.

The USDA enforces federal standards for organic production and use of the term “organic” on product labeling. These laws prohibit a company from selling or labeling products as organic unless they are produced and handled in accordance with the applicable federal law and certified by authorized organic certifying agencies. By definition, organic products are not genetically modified or do not include genetically modified (bioengineered) ingredients. We use suppliers who can certify that they meet the standards needed for each applicable product or ingredient specification. Our failure, or failure on the part of our suppliers, to comply with these ingredient and product specifications, to maintain appropriate certifications, or to label organic products in compliance with federal or state laws, may subject us to liability or regulatory

 

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enforcement. Consumers may also pursue state law claims, particularly pursuant to California’s organic laws, challenging use of the organic label as being intentionally mislabeled or misleading or deceptive to consumers.

The regulatory environment in which we operate could also change significantly and adversely and become more stringent in the future. New or changing regulations could impact the way consumers view our products, such as potential new labeling regulations or enforcement of a standard of identity for terms used to market our products that would require us to list certain ingredients by specific names that could confuse our consumers into thinking we may use different types of ingredients than they originally thought or that the quality of our ingredients is different to what they anticipated.

Any loss of confidence on the part of consumers in the truthfulness of our labeling, advertising or ingredient claims would be difficult and costly to overcome and may significantly reduce our brands’ value. Any of these events could adversely affect our brands and decrease our sales, which could have an adverse effect on our business, financial condition, results of operations, and cash flows.

Our products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements, or to respond to changes in regulations applicable to our business could adversely affect our business, financial condition, results of operations, and cash flows.

The manufacture, marketing and distribution of food products is highly regulated. We, along with our farming partners and our suppliers, are subject to a variety of laws and regulations, both domestically and internationally, which apply to many aspects of our and their businesses, including the sourcing of raw materials, packaging, labeling, distribution, advertising, sale, quality and safety of our products, as well as the health and safety of employees and the protection of the environment.

Our products and operations and those of our farming partners and packaging suppliers are subject to oversight by multiple U.S. and international regulatory agencies including the USDA, the FDA, the FTC, and the U.S. Environmental Protection Agency (the “EPA”), among others. These agencies regulate, among other things, with respect to our products and operations:

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design, development and manufacturing;

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testing, labeling, content and language of instructions for use and storage;

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product safety;

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marketing, sales and distribution;

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record keeping procedures;

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advertising and promotion;

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recalls and corrective actions; and

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product import and export.

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In the United States, for example, we are subject to the requirements of the Federal Food, Drug and Cosmetic Act (the “FDCA”) and regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, testing, labeling, marketing, promotion, advertising, storage, distribution and safety of food. The FDA requires that facilities that manufacture food products comply with a range of requirements, including hazard analysis and preventative controls regulations, current good manufacturing practices (“cGMPs”), and supplier verification requirements. Certain of our facilities, as well as those of our farming partners and packaging suppliers, are subject to periodic inspection by federal, state and local authorities. We do not control the manufacturing processes of, but rely upon, our local and regional farmers and packaging suppliers for compliance with cGMPs for certain raw materials and products that are used in our manufacturing process. If we, or our farming partners or packaging suppliers, cannot successfully provide products that conform to our specifications and the strict regulatory requirements of the FDA or other regulatory agencies, we, or they, may be subject to adverse inspectional findings or enforcement actions, which could materially impact our ability to market our products or could result in a recall of our products that have already been distributed.

 

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In addition to risks relating to traditional environmental law and regulations, we also face increasing complexity in the design and manufacture of our products as we adjust to new and future requirements relating to the materials composition of many of our products. For example, our products are subject to certain reporting and labeling requirements under California’s Proposition 65, officially known as the Safe Drinking Water and Toxic Enforcement Act of 1986 (“Prop 65”), which requires a specific warning on or accompanying any product that contains a substance listed by the State of California as having been found to cause cancer or birth defects, unless the level of such substance in the product is below a safe harbor level. We have in the past been subject to lawsuits brought under Prop 65 and required to pay settlements in connection therewith. If we fail to comply with Prop 65 or other similar laws in the future, such failure to comply may result in lawsuits and regulatory enforcement that could have a material and adverse effect on our reputation, prospects, business, financial condition, results of operations, and cash flows. Further, the inclusion of warnings on or accompanying our products as required by Prop 65 could also negatively affect consumer perception of our products and reduce overall demand, which could adversely affect our reputation, prospects, business, financial condition, results of operations, and cash flows.

Furthermore, there are an increasing number of state and local regulations in the United States related to, among other things, beverage packaging, labeling requirements, container deposits, recycling or beverage taxes. We anticipate more states to adopt similar legislation or regulations, requiring us to continuously monitor various state laws to ensure compliance. Any failure to comply with these laws or regulations correctly could result in a temporary halt in distribution of our products and other costs, affecting our business, financial condition, results of operations, and cash flows.

Failure by us, our suppliers, or our farming partners to comply with applicable laws and regulations or maintain permits, licenses, or registrations relating to our or our suppliers operations could subject us to civil remedies or penalties, including fines, injunctions, recalls or seizures, warning letters, untitled letters, restrictions on the marketing or manufacturing of products, or refusals to permit the import or export of products, as well as potential criminal sanctions, which could result in increased operating costs or loss of net sales, resulting in a material effect on our business, financial condition, results of operations, and cash flows.

The regulations to which we are subject are complex and have tended to become more stringent over time. New labeling and food safety laws could restrict our ability to carry on or expand our operations or result in higher than anticipated costs or lower than anticipated sales.

Failure to comply with federal, state and international laws and regulations relating to data privacy, data protection, advertising and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to data privacy, data protection, advertising and consumer protection, could adversely affect our business, financial condition, results of operations, and cash flows.

We collect, share, use, transmit, store, maintain, and otherwise process personally identifiable information and other data relating to our customers and employees. Additionally, we rely on a variety of marketing techniques, including email and social media marketing, and we are subject to various laws and regulations that govern such marketing and advertising practices. We are subject to numerous state, federal and international laws, rules and regulations govern the collection, use and protection of personally identifiable information.

The standards for systems currently used for transmission and approval of electronic payment transactions, and the technology utilized in electronic payment themselves, all of which can put electronic payment data at risk, are determined and controlled by the payment card industry, not by us. For example, we are subject to industry requirements such as the Payment Card Industry Data Security Standard (PCI-DSS), as well as certain other industry standards. Any failure to comply with these rules, requirements or industry standards could significantly harm our brands, reputation, business, financial condition, results of operations, and cash flows. We also rely on independent service providers for payment processing, including credit and debit cards. If these independent service providers become unwilling or unable to provide these services to us or if the cost of using these providers increases, our business could be negatively affected.

As laws, regulations and expectations relating to privacy continue to evolve, we continue to adapt to changing needs and expect that our compliance costs and exposure to liability are likely to increase. In the

 

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United States, federal and state laws impose limits on, or requirements regarding the collection, distribution, use, security, storage and other processing of personally identifiable information of individuals, and there has also been increased regulation of data privacy and security particularly at the state level. For example, certain of the recently enacted state and international comprehensive privacy laws create a private right of action for certain data breaches and for non-compliance. In recent years, there has been an increase in attention to and regulation of data protection and data privacy across the globe, including the FTC’s increasingly active approach to enforcing data privacy in the U.S., as well as the enactment of the European Union’s General Data Protection Regulation (“GDPR”), which took effect in May 2018, the U.K.’s transposition of GDPR into its domestic laws, which took effect September 2021, the California Privacy Rights Act (“CPRA”), which took effect January 1, 2023 and expands the CCPA, Virginia’s Consumer Data Protection Act, which also took effect January 1, 2023, and similar comprehensive privacy laws adopted in other states and jurisdictions including Colorado, Connecticut, and Utah. Some observers have noted that these regulatory developments could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our prospects, business, financial condition, results of operations, and cash flows.

Other jurisdictions in the United States have already passed or are considering laws similar to the CCPA, with potentially greater penalties and more rigorous compliance requirements relevant to our business, which creates a patchwork of overlapping but different state laws. Many other state legislatures, including those in Virginia, Colorado, Connecticut and Utah, have already adopted legislation that regulates how businesses operate online, including measures relating to privacy, data security, data breaches and the protection of sensitive and personal information, and additional U.S. states are considering passing similar data laws. In addition, all 50 states have laws that require the provision of notification for security breaches of personal information to affected individuals, state officers or others. On a federal level, the U.S. Congress has introduced several iterations of a federal comprehensive privacy law. If a federal privacy law passed, it would likely supersede the new state privacy laws and establish uniform privacy protections across the country. We expect that there will continue to be new proposed laws, regulations, and industry standards concerning data privacy, data protection, and information security in the United States and other jurisdictions at all levels of legislature, governance, and applicability. We cannot yet fully determine the impact that these or future laws, regulations and standards may have on our business or operations.

Further, we rely on a variety of marketing techniques and practices to sell our products and to attract new customers and consumers, and we are subject to various current and future data protection laws and regulations that govern marketing and advertising practices. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding and complex, and are continually evolving. In the United States, various federal and state regulators, including governmental agencies like the Consumer Financial Protection Bureau and the FTC, have adopted, or are considering adopting, laws and regulations concerning personal information and data security and have prioritized privacy and information security violations for enforcement actions. In addition, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, establishes specific requirements for commercial email messages in the United States. Governmental authorities, including in the European Union and the United Kingdom, continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. Laws and regulations regarding the use of these cookies and other current online tracking and advertising practices could increase our costs of operations and limit our ability to acquire new consumers on cost-effective terms, which, in turn, could have an adverse effect on our business, financial condition, results of operations, and cash flows.

Additionally, some providers of consumer devices, web browsers and application stores have implemented, or announced plans to implement, means to make it easier for Internet users to prevent the placement of cookies or to block other tracking technologies, require additional consents, or limit the ability to track user activity, which could if widely adopted result in the use of third-party cookies and other methods of online tracking becoming significantly less effective. Loss in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquire

 

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new consumers on cost-effective terms, which, in turn, could have an adverse effect on our business, financial condition, results of operations, and cash flows.

We may also be bound by contractual requirements applicable to our collection, use, disclosure and other processing of various types of data, including personally identifiable information, and may be bound by self-regulatory or other industry standards relating to these matters. Our collection and use of consumer data is also subject to our privacy policies, including online privacy policies. The proliferation of data privacy laws in variation creates increased risk of non-compliance and increased costs of maintaining compliance. Additionally, while we strive to comply with our posted policies and all applicable laws, regulations, other legal obligations and certain industry standards, laws, rules, and regulations concerning data privacy, data protection, and data security evolve frequently and may be inconsistent from one jurisdiction to another or may be interpreted to conflict with our practices or in a manner that is inconsistent from one jurisdiction to another.

The adoption of further data privacy and security laws and regulations may increase the cost and complexity of implementing any new offerings in other jurisdictions. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any international, federal or state data privacy or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal or contractual obligations relating to data privacy or consumer protection could adversely affect our reputation, brands and business, and may result in regulatory investigations, claims, proceedings or actions against us by governmental entities, customers, suppliers or others, class actions, or other liabilities or may require us to change our operations and/or cease using certain data sets. Any such claims, proceedings or actions could hurt our reputation, brands and business, force us to incur significant expenses in defense of such proceedings or actions, distract our management, increase our costs of doing business, result in a loss of customers and third-party partners and result in the imposition of significant damages liabilities or monetary penalties.

Food safety and food-borne illness incidents or other safety concerns may materially and adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.

Selling food and beverages for human consumption involves inherent legal and other risks, and there is increasing governmental scrutiny of and public awareness regarding food safety. Unexpected side effects, illness, injury, or death related to allergens and food-borne illnesses or other food safety incidents caused by products we sell or involving our suppliers could result in the discontinuance of sales of these products or cessation of our relationships with such suppliers, or otherwise result in increased operating costs, lost sales, regulatory enforcement actions or harm to our reputation. Shipment of adulterated or misbranded products, even if inadvertent, can result in criminal or civil liability. Such incidents could also expose us to product liability, negligence or other lawsuits, including consumer class action lawsuits. Any claims brought against us may exceed or be outside the scope of our existing or future insurance policy coverage or limits. Any judgment against us that is more than our policy limits or not covered by our policies would have to be paid from our cash reserves, which would reduce our capital resources. Any such claims could also significantly increase our insurance premiums.

The occurrence of food-borne illnesses or other food safety incidents could also adversely affect the price and availability of affected ingredients and raw materials, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, any instances of food contamination or regulatory noncompliance, whether or not caused by our actions, could compel us, our farming partners, packaging suppliers, our distributors or our retail customers, depending on the circumstances, to conduct a recall in accordance with FDA regulations and comparable foreign laws and regulations, as well as other regulations and laws in the other jurisdictions in which we operate. See “— Our brands and reputation may be diminished due to real or perceived quality or food safety issues with our branded or private label products, which could have an adverse effect on our reputation, business, financial condition, results of operations, and cash flows.

In addition, food and beverage companies have been subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering, and we, like any beverage company, could be a target for product tampering. Forms of tampering could include the introduction of foreign material, chemical

 

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contaminants and pathological organisms into consumer products as well as product substitution. The FDA enforces laws and regulations, such as the Food Safety Modernization Act, that require companies like us to analyze, prepare and implement mitigation strategies specifically to address tampering designed to inflict widespread public health harm. If we do not adequately address the possibility, or any actual instance, of product tampering, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions, which could materially and adversely affect our business, financial condition, results of operations, and cash flows. Any failure to meet regulators’ or customers’ expectations could impact our business in these markets and adversely affect our reputation as well as our business, financial condition, results of operations, and cash flows.

Federal, state and foreign anti-corruption, sanctions and trade laws create the potential for significant liabilities and penalties and reputational harm.

Although we do not currently sell our products outside of the United States, we source ingredients and manufacturing equipment internationally, and we may look to expand sales and distribution capabilities internationally in the future. As such, we are also subject to a number of laws and regulations governing payments and contributions to political persons or other third parties, including restrictions imposed by the Foreign Corrupt Practices Act (the “FCPA”), as well as economic sanctions, customs and export control laws administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), U.S. Customs and Border Protection (“CBP”), the U.S. Department of Commerce and the U.S. Department of State. The FCPA is intended to prohibit bribery of foreign officials — including officials of any government or supranational organization, foreign political parties and officials thereof, and any candidate for foreign political office — to obtain or retain business. It also requires public companies in the United States to keep books and records that accurately and fairly reflect those companies’ transactions and maintain internal accounting controls to assure management’s control, authority, and responsibility over a company’s assets. OFAC, CBP, the U.S. Department of Commerce and the U.S. Department of State administer and enforce various customs and export control laws and regulations, as well as economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals. These laws and regulations relate to a number of aspects of our business, including but not limited to the activities of our suppliers, distributors and other partners.

Similar laws in non-U.S. jurisdictions, such as European Union sanctions or the U.K. Bribery Act of 2010, as well as other applicable anti-bribery, anti-corruption, anti-money laundering, sanctions, customs or export control laws, may also impose stricter or more onerous requirements than the FCPA, OFAC, CBP, the U.S. Department of Commerce and the U.S. Department of State, and implementing them may disrupt our business or cause us to incur significantly more costs to comply with those laws. Different laws may also contain conflicting provisions, making compliance with all laws more difficult. If we fail to comply with these laws and regulations, we could be exposed to claims for damages, civil or criminal financial penalties, reputational harm, incarceration of our employees, restrictions on our operations and other liabilities, which could negatively affect our business, financial condition, results of operations, and cash flows. In addition, we may be subject to successor liability for FCPA violations or other acts of bribery, or violations of applicable sanctions or other export control laws committed by companies we acquire. Any determination that we have violated the FCPA or other applicable anti-corruption, sanctions, customs or export control laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our prospects, business, financial condition, results of operations, and cash flows or the market value of our common stock.

Compliance with environmental laws may negatively affect our business.

We are subject to federal, state, and local laws and regulations concerning waste disposal, pollution, energy and water consumption, protection of the environment and the presence, discharge, storage, handling, release, and disposal of, exposure to and remediation of hazardous or toxic substances. These environmental laws provide for significant fines and penalties or other sanctions for noncompliance and/or liabilities for remediation of soil, sediment, surface water, or groundwater impacted by a release of hazardous or toxic substances, sometimes without regard to whether the owner or operator of the property knew of or was responsible for, the release or presence of hazardous or toxic substances. Failure to comply with

 

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environmental laws and regulations could have serious consequences for us, including civil or administrative penalties, claims for damage to natural resources, the denial or revocation of permits necessary for our operations, the issuance of injunctions to limit or cease operations, and negative publicity. Third parties may also make claims against owners or operators of properties for personal injuries and property damage associated with releases of or actual or alleged exposure to, such hazardous or toxic substances at, on, or from our manufacturing or distribution facilities. Compliance with environmental laws governing air emissions, waste handling, or wastewater discharges, or environmental conditions relating to releases of hazardous substances at our prior, existing or future properties, especially for manufacturing or distribution facilities, could materially and adversely affect our business, financial condition, results of operations and cash flow. Further, environmental laws and the administration, interpretation, and enforcement thereof, are subject to change and may become more stringent in the future, each of which could materially and adversely affect our business, financial condition, results of operations and cash flow.

Risks Related to Our Indebtedness

Our existing indebtedness could adversely affect our business and growth prospects.

As of December 29, 2025, we had a term loan balance of approximately $267.5 million outstanding under our term loan facilities (“Term Loan Facilities”) and $40.0 million outstanding under our revolving loan facility (“Revolving Credit Facility,” and together with the Term Loan Facilities, the “Credit Facilities”). Holdings LP intends to apply the balance of the net proceeds it receives from us in connection with this offering (i) to repay $143.6 million of borrowings under the Credit Agreement, (ii) to pay approximately $19.4 million in cash payments to certain employees of Holdings LP in connection with the settlement of time-based vesting Incentive Units, in partial satisfaction of the Transaction Bonus Agreements and in connection with “celebration” cash awards in respect of the closing of this offering, and (iii) to pay expenses incurred in connection with this offering and the other Organizational Transactions, as more fully described in the section entitled “Use of Proceeds.” All obligations under the Credit Agreement are secured by first-priority security interests in substantially all of our assets and the assets of our domestic subsidiaries, subject to permitted liens and other exceptions. Our indebtedness, or any additional indebtedness we may incur, could require us to divert funds identified for other purposes for debt service and impair our liquidity position. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets or issue equity to obtain necessary funds. We do not know whether we will be able to take any of these actions on a timely basis, on terms satisfactory to us, or at all.

Our indebtedness, the cash flow needed to satisfy our debt and the covenants contained in our Credit Facilities have important consequences, including:

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limiting funds otherwise available for financing our capital expenditures by requiring us to dedicate a portion of our cash flows from operations to the repayment of debt and the interest on this debt;

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limiting our ability to incur or prepay additional indebtedness;

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limiting our ability to capitalize on significant business opportunities;

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making us more vulnerable to rising interest rates; and

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making us more vulnerable in the event of a downturn in our business.

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Our level of indebtedness may place us at a competitive disadvantage to our competitors that are not as highly leveraged. Substantially all of our borrowings, including borrowings under our Credit Facilities, bear variable rates of interest. An increase in prevailing interest rates would increase our debt service obligations, which would have a negative impact on our cash flows, including cash available for servicing our indebtedness. Further, our Credit Facilities contain customary affirmative and negative covenants and certain restrictions on operations that could impose operating and financial limitations and restrictions on us, including restrictions on our ability to enter into particular transactions and to engage in other actions that we may believe are advisable or necessary for our business. Our Term Loan Facilities are also subject to customary mandatory prepayments in certain circumstances, including a requirement to make a prepayment with a certain percentage of our excess cash flow. This excess cash flow payment, and other future required prepayments, will reduce our cash available for investment in our business.

 

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We expect to use cash flow from operations to meet current and future financial obligations, including funding our operations, debt service requirements and capital expenditures. The ability to make these payments depends on our financial and operating performance, which is subject to prevailing economic, industry and competitive conditions and to certain financial, business, economic and other factors beyond our control.

The financing documents governing our Credit Facilities permit us to incur certain additional indebtedness, including liabilities that do not constitute indebtedness as defined in the financing documents. We may also consider investments in joint ventures or acquisitions, which may increase our indebtedness. In addition, financing documents governing our Credit Facilities do not restrict the creation of new holding companies and permit the designation of unrestricted subsidiaries (subject to customary conditions) that may be able to incur indebtedness without regard to the restrictions set forth in the financing documents governing our Credit Facilities. If new debt is added to our currently anticipated indebtedness levels, the related risks that we face could intensify.

We may not be able to generate sufficient cash flow to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.

Our ability to make scheduled payments or to refinance outstanding debt obligations depends on our financial and operating performance, which will be affected by prevailing economic and industry and competitive conditions, as well as financial, business and other factors beyond our control. We may not be able to maintain a sufficient level of cash flow from operating activities to permit us to pay the principal, premium, if any, and interest on our indebtedness. Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which would also harm our ability to incur additional indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or seek to restructure or refinance our indebtedness. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service obligations. The financing documents governing our Credit Facilities include certain restrictions on our ability to conduct asset sales and/or use the proceeds from asset sales for general corporate purposes. We may not be able to consummate these asset sales to raise capital or sell assets at prices and on terms that we believe are fair and any proceeds that we do receive may not be adequate to meet any debt service obligations then due. If we cannot meet our debt service obligations, the holders of our indebtedness may accelerate such indebtedness and, to the extent such indebtedness is secured, foreclose on our assets. In such an event, we may not have sufficient assets to repay all of our indebtedness.

The terms of the financing documents governing our Credit Facilities restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

The financing documents governing our Credit Facilities contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including restrictions on our ability to:

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incur additional indebtedness;

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pay dividends on or make distributions in respect of capital stock or repurchase or redeem capital stock;

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voluntarily prepay, redeem or repurchase certain material indebtedness;

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make loans and investments;

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sell or otherwise dispose of assets, including capital stock of restricted subsidiaries;

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incur liens;

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enter into transactions with affiliates;

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enter into agreements restricting the ability of our subsidiaries to pay dividends; and

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consolidate, merge or sell all or substantially all of our assets.

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You should read the discussion under the heading “Description of Certain Indebtedness” for further information about these covenants.

The restrictive covenants in the financing documents governing our Credit Facilities require us to maintain specified financial ratios and satisfy other financial condition tests to the extent applicable. Our ability to meet those financial ratios and tests can be affected by events beyond our control. We cannot assure you that we will be able to comply with the covenants in our existing Term Loan Facilities or as required by any future credit facility documentation. In the event that we are unable to comply with these covenants or mandatory prepayment obligations in the future, we would seek an amendment or waiver of the covenants. We also cannot assure you that any such waiver or amendment would be granted if we failed to comply with the terms of our existing Term Loan Facilities or any future credit facility.

A breach of the covenants or restrictions under the financing documents governing our Credit Facilities could result in an event of default under such documents. Such a default may allow the creditors to accelerate the related debt, which may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In the event the holders of our indebtedness accelerate the repayment, we may not have sufficient assets to repay that indebtedness or be able to borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms acceptable to us. These restrictions, along with restrictions that may be contained in agreements evidencing or governing other future indebtedness, may affect our ability to grow in accordance with our growth strategy.

We may be unable to refinance our indebtedness.

We may need to refinance all or a portion of our indebtedness before maturity. Our ability to repay, refinance, replace or extend our Credit Facilities by their maturity dates will be dependent on, among other things, business conditions, our financial performance and the general condition of the financial markets. If a financial disruption were to occur at the time that we are required to repay indebtedness outstanding under our Credit Facilities, we could be forced to undertake alternate financings, including a sale of additional common stock, negotiate for an extension of the maturity of the applicable facility or sell assets and delay capital expenditures in order to generate proceeds that could be used to repay indebtedness. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms, or at all.

Despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other transactions, which could further exacerbate the risks to our financial condition described above.

We may be able to incur significant additional indebtedness in the future. Although the Credit Agreement governing our existing Credit Facilities contains restrictions on the incurrence of additional indebtedness and entering into certain types of other transactions, additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also do not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined under our debt instruments. In addition, the existing Term Loan Facilities permit us, upon notice to the administrative agent, to request existing or new lenders to increase the Term Loan Facilities and the Revolving Credit Facility, subject to certain terms and conditions. To the extent new debt is added to our current debt levels, the substantial leverage risks described elsewhere in these “Risk Factors” would increase.

 

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Risks Related to Our Organizational Structure

Our sole material asset after completion of this offering will be our direct or indirect interest in Holdings LP, and we are accordingly dependent upon distributions from Holdings LP to pay taxes, make payments under the Tax Receivable Agreement, and cover our corporate and other overhead expenses. Such distributions may be in excess of the amounts we use to make distributions to our shareholders and pay our expenses (including our taxes and payments under the Tax Receivable Agreement).

Our principal asset is our interest in Holdings LP, and, accordingly, we depend on distributions from Holdings LP to pay our taxes and expenses, including payments under the Tax Receivable Agreement. As such, we have no independent means of generating net sales or cash flow, and our ability to pay our taxes, satisfy our obligations under the Tax Receivable Agreement, pay operating expenses and declare and pay dividends, if any, depends on the financial results and cash flows of Holdings LP and its subsidiaries and distributions from Holdings LP. There can be no assurance that Holdings LP and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in debt instruments of Holdings LP and its subsidiaries, will permit such distributions.

Holdings LP is intended to be treated as a partnership for U.S. federal income tax purposes and, as such, is generally not subject to any entity-level U.S. federal income tax. Instead, for U.S. federal income tax purposes, taxable income of Holdings LP is allocated to the LP Unitholders (including us through any of our wholly owned subsidiaries). Accordingly, we will incur income taxes on the share of any net taxable income of Holdings LP allocable to us (including through our wholly owned subsidiaries). In addition to tax expenses, we will incur expenses related to our operations, including obligations to make payments under the Tax Receivable Agreement. Under the terms of the Partnership Agreement, Holdings LP is obligated to make tax distributions to LP Unitholders (including us through our wholly owned subsidiaries), calculated using certain assumptions and subject to certain restrictions and limitations. Under the Partnership Agreement, tax distributions will generally be made on a pro rata basis among the LP Unitholders based on Holdings LP’s taxable income, which will be calculated without regard to, among other items, any applicable basis adjustment under Section 743(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and will be based upon an assumed tax rate (taking into account certain assumptions set forth in the Partnership Agreement). We intend to cause, subject to applicable restrictions, limitations, and assumptions, Holdings LP to make (1) pro rata cash distributions to the owners of LP Units (including us through our wholly owned subsidiaries) in amounts sufficient to fund their tax obligations in respect of taxable income allocated to them (as discussed above) and to fund our obligation to make payments under the Tax Receivable Agreement and (2) non-pro rata reimbursements to us (through our wholly owned subsidiaries) in respect of our expenses. Funds used by Holdings LP to satisfy its tax distribution obligations will not be available for reinvestment in our business.

However, Holdings LP’s ability to make such distributions and reimbursements may be subject to various limitations and restrictions, such as restrictions on distributions that would violate either any contract or agreement to which Holdings LP or any of its subsidiaries is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Holdings LP or its subsidiaries insolvent. If we do not have sufficient funds to pay our taxes or other liabilities or to fund our operations (including, if applicable, because of an acceleration of our obligations under the Tax Receivable Agreement), we may have to borrow funds, which could materially and adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the Tax Receivable Agreement, such payments generally will be deferred and will accrue interest until paid. Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds or is prevented by any debt agreement to which Holdings LP or its subsidiaries is a party. See “— Risks Related to Our Class A Common Stock and This Offering,” “Dividend Policy,” “Organizational Structure — Tax Receivable Agreement” and “Organizational Structure — Amended and Restated Partnership Agreement of Holdings LP.”

It is also possible that such distributions from Holdings LP may exceed our actual cash tax liabilities, obligations to make payments under the Tax Receivable Agreement, and other expenses. While our Board

 

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may choose to distribute such cash balances as dividends on our Class A common stock, it will not be required to do so, and may in its sole discretion choose to use such excess cash for other purposes, depending upon the facts and circumstances at the time of determination. To the extent that we do not distribute such excess cash as dividends on the Class A common stock and instead, for example, hold such cash balances, the LP Unitholders may benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following an exchange of their LP Units for shares of the Class A common stock, notwithstanding that such exchanging LP Unitholders may previously have participated as holders of LP Units in the distributions by Holdings LP that resulted in such excess cash balances. See “Dividend Policy.”

PSP will continue to control us following this offering, and their interests may conflict with ours or yours in the future.

Immediately following this offering, investment entities affiliated with PSP will control approximately 60.4% of the voting power of our outstanding common stock, or 57.6% if the underwriters exercise in full their option to purchase additional shares of Class A common stock, which means that, based on its percentage voting power controlled after the offering, PSP will control the vote of all matters submitted to a vote of our shareholders. This control will enable PSP to control the election of the members of our Board and all other corporate decisions. Even when PSP ceases to control a majority of the total voting power, for so long as PSP continues to own a significant percentage of our common stock, PSP will still be able to significantly influence the composition of our Board and the approval of actions requiring shareholder approval. Accordingly, for such period of time, PSP will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers, decisions on whether to raise future capital and amending our charter and bylaws, which govern the rights attached to our common stock. In particular, for so long as PSP continues to own a significant percentage of our common stock, PSP will be able to cause or prevent a change of control of us or a change in the composition of our Board and could preclude any unsolicited acquisition of us. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of us and ultimately might affect the market price of our Class A common stock.

In addition, in connection with this offering, we will enter into a Director Designation Agreement with PSP. The Director Designation Agreement will provide PSP the right to designate (i) a majority of the nominees for election to our Board for so long as PSP beneficially owns common stock entitled to vote generally in the election of directors representing 40% or more of the Class A and Class V common stock outstanding upon completion of this offering, as adjusted for the Original Amount; (ii) a number of directors (rounded up to the nearest whole number) equal to 40% of the total directors for so long as PSP beneficially owns at least 30% and less than 40% of the Original Amount; (iii) a number of directors (rounded up to the nearest whole number) equal to 30% of the total directors for so long as PSP beneficially owns at least 20% and less than 30% of the Original Amount; (iv) a number of directors (rounded up to the nearest whole number) equal to 20% of the total directors for so long as PSP beneficially owns at least 10% and less than 20% of the Original Amount; and (v) one director for so long as PSP beneficially owns at least 5% and less than 10% of the Original Amount. The Director Designation Agreement will also provide that PSP may assign such right to an affiliate of PSP. See “Certain Relationships and Related Party Transactions — Related Party Transactions — Director Designation Agreement” for more details with respect to the Director Designation Agreement.

PSP and its affiliates engage in a broad spectrum of activities, including investments in our industry generally. In the ordinary course of their business activities, PSP and its affiliates may engage in activities where their interests conflict with our interests or those of our other shareholders, such as investing in or advising businesses that directly or indirectly compete with certain portions of our business or are suppliers or clients of ours. Our certificate of incorporation to be effective at or prior to the consummation of this offering will provide that none of PSP, any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or its affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. PSP also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, PSP may have an interest in pursuing acquisitions,

 

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divestitures and other transactions that, in their judgment, could enhance its investment, even though such transactions might involve risks to you or may not prove beneficial. Further, PSP may also have different tax positions from us that could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the Tax Receivable Agreement that we entered into in connection with this offering, whether and when to incur new or refinance existing indebtedness, and whether and when we should terminate the Tax Receivable Agreement and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration PSP and certain of our other existing owners’ tax or other considerations even where no similar benefit would accrue to us. See “Certain Relationships and Related Party Transactions — Related Party Transactions — Tax Receivable Agreement.”

Upon listing of our shares of Class A common stock on Nasdaq, we will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, we will qualify for exemptions from certain corporate governance requirements. You may not have the same protections as those afforded to shareholders of companies that are subject to such governance requirements.

After completion of this offering, PSP will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our Class A common stock:

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the requirement that a majority of our Board consist of independent directors;

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the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

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the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

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We do not intend to rely on these exemptions immediately following this offering but may do so in the future. As a result, we may not have a majority of independent directors on our Board, our Compensation and Nominating Committee may not consist entirely of independent directors and our Compensation and Nominating Committee may not be subject to annual performance evaluations. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate governance requirements.

Our dual class structure has the effect of concentrating economic and voting power.

Immediately following this offering, we will have two classes of authorized and outstanding common stock: shares of Class A common stock, par value $0.0001 per share; and shares of Class V common stock, par value $0.0001 per share.

Shares of Class A common stock and Class V common stock will vote as a single class except as otherwise required by law or our certificate of incorporation. Each outstanding share of Class A common stock and Class V common stock will be entitled to one vote on all matters to be voted on by shareholders generally. See “Description of Capital Stock.”

Upon the completion of this offering, PSP will own 29.1% of the total outstanding LP Units of Holdings LP, will control 100% of all shares of Class V common stock, will own 35.4% of all shares of Class A common stock and will control approximately 60.4% (or approximately 57.6% if the underwriters exercise their option to purchase additional shares of Class A common stock in full) of the voting power in Suja Life, Inc. through its ownership of our Class A common stock and Class V common stock. The remaining LP Unitholders will collectively own the remaining 9.5% of the total outstanding LP Units of Holdings LP not held directly or indirectly by Suja Life, Inc. This means that, based on its percentage voting power controlled after the offering, PSP will control the vote of all matters submitted to a vote of our

 

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shareholders, including the election of members to our Board. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of us and ultimately might affect the market price of our Class A common stock. See “— Risks Related to Our Organizational Structure — PSP will continue to control us following this offering, and their interests may conflict with ours or yours in the future.”

In addition, certain of the LP Unitholders may in the future exchange their LP Units, together with an equal number of shares of Class V common stock, for shares of our Class A common stock on a one-to-one basis or, at our election, for cash, pursuant to the Partnership Agreement and the Exchange Agreement, subject to certain conditions and transfer restrictions as set forth therein. Such transactions are expected to result in increases in Suja Life, Inc.’s allocable share of the tax basis of the assets of Holdings LP and its subsidiaries, and such increases in tax basis may reduce the amount of income or franchise tax that we would otherwise be required to pay in the future had such sales and exchanges never occurred.

In connection with the consummation of this offering, we will enter into a Tax Receivable Agreement with the TRA Parties. The actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the timing of exchanges or purchases of LP Units, the amount of gain recognized by the LP Unitholders upon exchanges or purchases of LP Units (which will depend on the value of Class A common stock at the time of the exchange), the amount and timing of the taxable income we generate in the future and the federal tax rates then applicable; however, we estimate that such payments will be substantial. See “Organizational Structure — Tax Receivable Agreement.”

Further, LP Unitholders have the right to consent to certain amendments to the Partnership Agreement, as well as to certain other matters. Holders of these voting rights may exercise them in a manner that conflicts with the interests of our shareholders. These conflicts may result in decisions that are not in the best interests of shareholders. See “— Conflicts of interest could arise between our shareholders and the LP Unitholders, which may impede business decisions that could benefit our shareholders.”

We cannot predict the impact our dual class structure may have on the market price of our Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have restrictions on including companies with multiple class share structures in certain of their indexes. These policies are still fairly new, and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Under these policies, our dual class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. Because of our dual class structure, we will likely be excluded from certain of these indexes and we cannot assure you that other stock indexes will not take similar actions to FTSE Russell in the future. Previously, S&P Dow Jones excluded companies utilizing dual or multi-class capital structures from its indices, including the S&P 500, the S&P MidCap 400, and the S&P SmallCap 600, which together make up the S&P Composite 1500. However, in April 2023, it reversed this policy and announced that companies with dual or multi-class capital structures will again be eligible for inclusion on its indices. Indices have discretion to reassess and implement such policies with respect to multiple class share structures and we cannot be sure that their policies will not change further and make us ineligible for inclusion on indices in the future. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

Conflicts of interest could arise between our shareholders and the LP Unitholders, which may impede business decisions that could benefit our shareholders.

Holders of LP Units have the right to consent to certain amendments to the Partnership Agreement, as well as to certain other matters. Holders of these voting rights may exercise them in a manner that conflicts

 

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with the interests of our shareholders. Circumstances may arise in the future when the interests of the LP Unitholders conflict with the interests of our shareholders. As we control Holdings LP, we have certain obligations to the LP Unitholders that may conflict with fiduciary duties our officers and directors owe to our shareholders. These conflicts may result in decisions that are not in the best interests of shareholders.

If Holdings LP were to become a “publicly traded partnership” taxable as a corporation for U.S. federal or state income tax purposes, we might be subject to significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate Holdings LP such that Holdings LP does not become a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes (such as Holdings LP) may nonetheless be treated as, and taxable as, a corporation if it is a “publicly traded partnership” unless an exception to such treatment applies.

Under certain circumstances, transfers of LP Units (including pursuant to the Exchange Agreement) could cause Holdings LP to be treated as a “publicly traded partnership.” Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a “publicly traded partnership,” and we intend to operate such that exchanges or other transfers of LP Units qualify for one or more of such safe harbors. Accordingly, while such position is not free from doubt, Holdings LP is expected to be operated such that it is not treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes and we intend to take the position that Holdings LP is not so treated as a result of exchanges of its interests pursuant to the Exchange Agreement.

If Holdings LP were to become a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and for Holdings LP. Holdings LP would be taxable on its income at the U.S. federal income tax rates applicable to corporations and distributions by Holdings LP to its partners (including us through our wholly owned subsidiaries) may be taxable as dividends to such partners to the extent of the current or accumulated earnings and profits of Holdings LP, as determined under U.S. federal income tax principles, if we are unable to file a consolidated U.S. federal income tax return with Holdings LP. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement, including that we would no longer have the benefit of increases in the tax basis of Holdings LP’s assets as a result of exchanges of LP Units, and would not be able to recover any payments previously made by us under the Tax Receivable Agreement related to such tax benefits, even if they were subsequently determined to have been unavailable.

The Tax Receivable Agreement with the TRA Parties requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

In connection with the consummation of this offering, we will enter into a Tax Receivable Agreement with the TRA Parties, which will require us to pay to such persons 85% of the cash tax savings, if any, that we actually realize, or, in some circumstances, are deemed to realize, as a result of certain tax attributes and benefits covered by the Tax Receivable Agreement. Such tax attributes and benefits will include: (i) certain increases in the tax basis of assets of Holdings LP and its subsidiaries resulting from exchanges (or deemed exchanges in certain circumstances) of LP Units for shares of our Class A common stock or for cash pursuant to the Exchange Agreement and certain distributions (or deemed distributions) by Holdings LP, (ii) certain tax attributes of the current or former holders of equity interests in Holdings LP, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we are required to make under the Tax Receivable Agreement. We retain the benefit of the remaining 15% of such cash tax savings, if any. If the Tax Receivable Agreement terminates early, we could be required to make a substantial, immediate lump-sum payment.

The payment obligations under the Tax Receivable Agreement are our obligations and not obligations of Holdings LP. Due to the uncertainty of various factors, we cannot accurately quantify the likely tax benefits we will realize as a result of such tax attributes and benefits, including exchanges of LP Units. The

 

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amounts payable, as well as the timing of any payments, under the Tax Receivable Agreement are dependent upon future events and assumptions, including the timing of LP Unit exchanges, the price of our Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions, the amount of the exchanging LP Unitholder’s tax basis in its LP Units at the time of the relevant exchange, the depreciation and amortization periods that apply to the increase in tax basis, the amount and timing of taxable income we generate in the future, the U.S. federal, state, and local income tax rates then applicable, and the portion of any payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable, depletable, or amortizable tax basis; however, we estimate that such payments may be substantial.

Any payments made by us to the TRA Parties under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make payments under the Tax Receivable Agreement, such payments generally will be deferred and will accrue interest until paid. Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds or is prevented by any debt agreement to which Holdings LP or any of its subsidiaries is a party. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement. The payments under the Tax Receivable Agreement are also not conditioned upon the LP Unitholders or PSP maintaining a continued ownership interest in Holdings LP or us. See “Organizational Structure — Tax Receivable Agreement.”

The U.S. Internal Revenue Service (the “IRS”) might challenge the tax benefits we receive in connection with this offering or in connection with future acquisitions of LP Units. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, which are complex and factual in nature. To the extent any tax attributes or benefits subject to the Tax Receivable Agreement are successfully challenged or disallowed by the IRS or any other taxing authority, we will not be reimbursed for any cash payments previously made under the Tax Receivable Agreement. Instead, any excess cash payments made by us to a party to the Tax Receivable Agreement will be netted against any future cash payments that we might otherwise be required to make to such party under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a TRA Party for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. Accordingly, there may not be sufficient future cash payments against which to net. The applicable U.S. federal income tax rules are complex, their application to certain aspects of our structure is uncertain, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.

The amounts that we may be required to pay to the TRA Parties under the Tax Receivable Agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax benefits that we ultimately realize.

The Tax Receivable Agreement provides that under certain events the Tax Receivable Agreement will terminate, and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement would accelerate and we would be required to make an immediate lump-sum cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement. Such events include: (1) certain mergers, asset sales, other forms of business combination, or other changes of control, (2) a breach of any of our material obligations under the Tax Receivable Agreement, or (3) an early termination of the Tax Receivable Agreement at our election at any time. The amount due and payable in that circumstance is based on certain assumptions, including an assumption that we would

 

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have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement; however, our ability to generate net taxable income is subject to substantial uncertainty.

Accordingly, any payment obligation triggered as a result of such event, including a change in control, material breach, or our election to terminate the Tax Receivable Agreement early may be made significantly in advance of, and could materially exceed, the realized future tax benefits, if any, to which such payment relates. In these situations, our payment obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combination, or other changes of control, and could also result in holders of our Class A common stock receiving substantially less consideration in connection with a change of control transaction that they would receive in the absence of such obligation.

If we are ultimately required to make payments under the Tax Receivable Agreement, including any payments that exceed our actual cash tax savings, we, Holdings LP, or our respective subsidiaries may need to incur debt to finance payments under the Tax Receivable Agreement to the extent available cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement. See “Organizational Structure — Tax Receivable Agreement.”

We may not be able to realize all or a portion of the tax benefits that are currently expected to result from the tax attributes covered by the Tax Receivable Agreement and from payments made under the Tax Receivable Agreement.

Our ability to realize the tax benefits that we currently expect to be available as a result of the attributes covered by the Tax Receivable Agreement, the payments made pursuant to the Tax Receivable Agreement, and the interest deductions imputed under the Tax Receivable Agreement all depend on a number of assumptions, including that we earn sufficient taxable income each year during the period over which such deductions are available and that there are no adverse changes in applicable law or regulations. If our actual taxable income is insufficient or there are any adverse changes in applicable law or regulations, we may be unable to realize all or a portion of the expected tax benefits and our cash flows and shareholders’ equity could be negatively affected. See “Organizational Structure — Tax Receivable Agreement.”

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material and adverse effect on our prospects, business, financial condition, results of operations, and cash flows.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if it (1) is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

As the sole general partner of Holdings LP, we will control and manage Holdings LP. On that basis, we believe that our interest in Holdings LP is not an “investment security” under the 1940 Act. Therefore, we have less than 40% of the value of our total assets (exclusive of U.S. government securities and cash items) in “investment securities.” However, if we were to lose the right to manage and control Holdings LP, interests in Holdings LP could be deemed to be “investment securities” under the 1940 Act.

We intend to conduct our operations so that we will not be deemed to be an investment company. However, if we were deemed to be an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material and adverse effect on our prospects, business, financial condition, results of operations, and cash flows.

 

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Risks Related to Our Class A Common Stock and This Offering

We may allocate the net proceeds from this offering in ways that you and other shareholders may not approve.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in but also not otherwise identified for particular purposes in the section entitled “Use of Proceeds.” Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increases the value of your investment, and the failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government. These investments may not yield a favorable return to our shareholders. If we do not invest or apply the net proceeds from this offering in ways that enhance shareholder value, we may fail to achieve expected results, which could cause the price of our Class A common stock to decline.

If you purchase shares of Class A common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Class A common stock is substantially higher than the net tangible book value per share of our Class A common stock. Therefore, if you purchase shares of our Class A common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. Based on an assumed initial public offering price of $22.50 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, you will experience immediate dilution of $25.02 per share, representing the difference between our Pro Forma for the Offering Transactions net tangible book value per share after giving effect to this offering and the initial public offering price. In addition, purchasers of Class A common stock in this offering will have contributed 100% of the aggregate price paid by all purchasers of our Class A common stock but will own only approximately 23% of our Class A common stock outstanding after this offering. See “Dilution” for more detail.

An active, liquid trading market for our Class A common stock may not develop, which may limit your ability to sell your shares.

Prior to this offering, there was no public market for our Class A common stock. Although we have applied to have our Class A common stock approved for listing on Nasdaq under the trading symbol “SUJA,” an active trading market for our Class A common stock may never develop or be sustained following this offering. The initial public offering price will be determined by negotiations between us and the underwriters and may not be indicative of market prices of our Class A common stock that will prevail in the open market after the offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material and adverse effect on the value of our Class A common stock. The market price of our Class A common stock may decline below the initial public offering price, and you may not be able to sell your shares of our Class A common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing additional shares of our Class A common stock or other equity or equity-linked securities and may impair our ability to acquire other companies or technologies by using any such securities as consideration.

A significant portion of our total outstanding shares of Class A common stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of

 

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Class A common stock intend to sell shares, could reduce the market price of our Class A common stock. After this offering, we will have 23,700,493 outstanding shares of Class A common stock. This includes shares of Class A common stock that we and the selling shareholder are selling in this offering, which may be resold in the public market immediately. Following the consummation of this offering, all of the shares that are not being sold in this offering will be subject to a 180-day lock-up period provided under lock-up agreements executed in connection with this offering described in “Underwriting” and restricted from immediate resale under the federal securities laws as described in “Shares Eligible for Future Sale.” All of these shares of Class A common stock will, however, be able to be resold after the expiration of the lock-up period, as well as pursuant to customary exceptions thereto or upon the waiver of the lock-up agreement by the representatives on behalf of the underwriters. We also intend to register shares of Class A common stock that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements. Pursuant to the Registration Rights Agreement, certain LP Unitholders, including PSP, will have registration rights whereby, following the expiration of the lock-up period, such LP Unitholder can require us to register under the Securities Act of 1933, as amended (the “Securities Act”), shares of Class A common stock (including shares issuable to them upon exchange of its LP Units) and include such shares in registration statements that we may file for ourselves or other shareholders. See “Certain Relationships and Related Party Transactions — Related Party Transactions — Registration Rights Agreement.” As restrictions on resale end, the market price of our stock could decline if the holders of currently restricted shares of Class A common stock sell them or are perceived by the market as intending to sell them.

Because we have no current plans to pay regular cash dividends on our Class A common stock following this offering, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.

We do not anticipate paying any regular cash dividends on our Class A common stock following this offering. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur, including under our Credit Facilities. Therefore, any return on investment in our Class A common stock is solely dependent upon the appreciation of the price of our Class A common stock on the open market, which may not occur. See “Dividend Policy” for more detail.

General Risk Factors

Disruptions in the worldwide economy may adversely affect our business, financial condition, results of operations, and cash flows.

Adverse and uncertain economic conditions, including as a result of a global pandemic or epidemic, the effects of the conflict between Russia and Ukraine and the ongoing conflicts in the Middle East (including the war in Iran), or the impact of changes in tariffs, may affect distributor, retailer, foodservice and consumer demand for our products or impact our costs. In addition, our ability to manage normal commercial relationships with our farming partners, packaging suppliers and third-party logistics providers and creditors may suffer. Consumers may shift purchases to lower-priced or other perceived value offerings or product categories during economic downturns or uncertainty or periods of high inflation. In particular, during such times, consumers may shift their purchase habits away from premium, organic products such as ours and may shift to purchasing less costly private label products. Distributors and retailers may become more conservative in response to these conditions and seek to reduce their inventories. Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors, direct retailers and foodservice customers, our ability to attract new customers and consumers, the financial condition of our customers and consumers and our ability to provide products that appeal to consumers at the right price. Cost pressures or inflation could challenge our ability to do so. Prolonged unfavorable economic conditions may have an adverse effect on our business, financial condition, results of operations, and cash flows.

 

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Fluctuations in business conditions may unexpectedly impact our reported results of operations and financial condition.

We experience fluctuations in our financial performance as a result of a variety of factors, including the timing of our or our competitors’ promotional activities, the timing of product introductions and merchandise mix, as well as seasonal fluctuations in demand for beverage products that typically result in higher net sales for such products during winter months. We periodically offer sales and promotional incentives through various programs to customers and consumers, including rebates, temporary on-shelf price reductions, retailer advertisements, product coupons and other trade activities. Our net sales and results of operations are impacted by the timing and size of such sales and promotion incentives. The promotional activity and cadence in club stores in particular may cause material spikes or declines in expected demand. New product introductions and shelf resets at our customers may also cause our results of operations to fluctuate. Due to these fluctuations, historical period-to-period comparisons of our results of operations are not necessarily indicative of future period-to-period results, impacting comparability of our quarterly results year-over-year.

Our operating results and stock price may be volatile, and the market price of our Class A common stock after this offering may drop below the price you pay.

Our quarterly operating results are likely to fluctuate in the future. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our Class A common stock to wide price fluctuations regardless of our operating performance. Our operating results and the trading price of our Class A common stock may fluctuate in response to various factors, including:

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market conditions in our industry or the broader stock market;

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actual or anticipated fluctuations in our quarterly financial and operating results;

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introduction of new solutions or services by us or our competitors;

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issuance of new or changed securities analysts’ reports or recommendations;

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sales, or anticipated sales, of large blocks of our stock;

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additions or departures of key personnel;

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regulatory or political developments;

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litigation and governmental investigations;

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changing economic conditions;

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investors’ perception of us;

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events beyond our control such as weather, war and health crises; and

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any default on our indebtedness.

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These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our Class A common stock to fluctuate substantially. Fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares of Class A common stock and may otherwise negatively affect the market price and liquidity of our shares of Class A common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our results of operations and reputation.

We may not be successful in our efforts to make acquisitions and successfully integrate newly acquired products or businesses.

We may review acquisition and strategic investment opportunities to expand our current product offerings and distribution channels, increase the size and geographic scope of our operations or otherwise

 

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offer growth and operating efficiency opportunities, such as our newest innovation, Slice, and our acquisition of Vive Organic in 2022. There can be no assurance that we will be able to identify suitable candidates or consummate these transactions on favorable terms. If required, the financing for these transactions could result in an increase in our indebtedness, dilute the interests of our shareholders, or both. The purchase price for some acquisitions may include additional amounts to be paid in cash in the future, a portion of which may be contingent on the achievement of certain future operating results of the acquired business. If the performance of any such acquired business exceeds such operating results, then we may incur additional charges and be required to pay additional amounts. In addition, exploring acquisition opportunities may divert management’s attention from the core business and organic innovation and growth, which could negatively impact our business, financial condition, results of operations, and cash flows. If we identify a suitable acquisition candidate, our ability to successfully implement the acquisition will depend on a variety of factors, including our ability to obtain financing on acceptable terms consistent with any debt agreements existing at that time and our ability to negotiate acceptable price and terms. Historically, fluctuations in the financial markets indicate that obtaining future financing to fund acquisitions may present significant challenges and may also create dilution to shareholders or other potential impacts.

The success of future acquisitions will be dependent upon our ability to effectively integrate the acquired products and operations into our business. Integration can be complex, expensive and time-consuming. The failure to successfully integrate acquired products or businesses in a timely and cost-effective manner could materially and adversely affect our prospects, business, financial condition, results of operations, and cash flows. The diversion of our management’s attention and any difficulties encountered in any integration process could also adversely affect our ability to manage our business. In addition, the integration process in connection with any future acquisitions could result in the loss of key employees, the disruption of ongoing businesses, litigation, tax costs or inefficiencies, or inconsistencies in standards, any of which could adversely affect our ability to maintain the appeal of our brands and our relationships with customers, employees or other third parties or our ability to achieve the anticipated benefits or synergies of such acquisitions and adversely affect our financial performance. Further, the future acquisition of a product or business may cause us to deviate from our historically asset light business model if we were to acquire production capabilities and facilities in connection therewith, and as a result could increase our costs of operation.

We do not know if we will be able to identify acquisitions we deem suitable, whether we will be able to successfully complete any such acquisitions on favorable terms or at all, or whether we will be able to successfully integrate or realize the anticipated benefits of any acquired products or businesses. Further, an additional risk inherent in any acquisition is that we fail to realize a positive return on our investment.

If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings.

We review our goodwill and amortizable intangible assets for impairment annually or when events or changes in circumstances indicate the carrying value may not be recoverable. Changes in economic or operating conditions impacting our estimates and assumptions could result in the impairment of our goodwill or other assets. In the event that we determine our goodwill or other assets are impaired, we may be required to record a significant charge to earnings in our financial statements that could have a material and adverse effect on our business, financial condition, results of operations, and cash flows.

As of December 29, 2025, we have $178.5 million of amortizable intangible assets, primarily consisting of trade names, recipes and customer relationships. The carrying value of these intangible assets is periodically reviewed by management to determine if there are events or changes in circumstances that would indicate that the carrying amount may not be recoverable. Accordingly, if there are any such circumstances that occur during the year, we assess the carrying value of our amortizable intangible assets by considering the estimated future undiscounted cash flows generated by the corresponding business or asset group. Any impairment identified through this assessment may require that the carrying value of related amortizable intangible assets be adjusted.

We have been, and in the future may be, subject to litigation that could have an adverse effect on our business.

We have been, and in the future may continue to be, subject to complaints, regulatory proceedings, or litigation from customers or other persons alleging food-related illness, or other food quality, labeling, health

 

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or operational concerns, including environmental claims. For example, we have in the past been subject to lawsuits brought under Prop 65 for failure to warn consumers of trace amounts of ethyl alcohol and cadmium in our products. Participants in our industry, including us, have faced, and we may in the future face, litigation regarding the use of terms such as “organic” and “cold-pressed” in labeling of products. Such litigation against us or against our private label partners, or being named in frivolous lawsuits that arise in the ordinary course of business, particularly as we continue to grow following our initial public offering, may be expensive to defend, harm our reputation and divert resources away from our operations and negatively impact our reported earnings.

Also, legal proceedings against our suppliers or manufacturers, including local and regional farmers, by third parties, whether in the ordinary course of business or otherwise, may include claims against us by virtue of our relationships with them, particularly as we continue to grow following our initial public offering. We, or our business partners, may become subject to claims for infringement of intellectual property rights, food quality, health or operational concerns, including environmental claims, and we may be required to indemnify or defend our business partners from such claims. Should management’s evaluation of our current exposure to legal matters pending against us prove incorrect and such claims are successful, our exposure could exceed expectations and could have a materially adverse effect on our business, financial condition, results of operations, and cash flows. Although some losses may be covered by insurance, we bear the costs and expenses associated with defending claims, including frivolous lawsuits, and if significant losses are not covered, or there is a delay in receiving insurance proceeds, or if the proceeds are insufficient to offset our losses fully, there could be a materially adverse effect on our business, financial condition, results of operations, and cash flows.

Legislative or regulatory changes that affect our products, including new taxes, could reduce demand for products or increase our costs.

Taxes imposed on the sale of certain of our products by federal, state and local governments in the United States, or other countries in which we may operate in the future could cause consumers to shift away from purchasing our beverages. Several municipalities in the United States have implemented or are considering implementing taxes on the sale of certain “sugared” beverages, including non-diet soft drinks, fruit drinks, teas and flavored waters to help fund various initiatives. There has also been a trend among some public health advocates to recommend additional governmental regulations concerning the marketing and labeling/packaging of the beverage industry. Additional or revised regulatory requirements, whether labeling, packaging, tax or otherwise, could adversely affect our consumer demand, business, financial condition, results of operations, and cash flows.

Changes in tax laws or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.

We are currently subject to taxation by U.S. federal, state, and local tax authorities, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

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changes in the valuation of our deferred tax assets and liabilities;

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changes to our assessment about our ability to realize, or in the valuation of, our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies and the economic and political environments in which we do business;

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expected timing and amount of the release of any tax valuation allowances;

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tax effects of equity-based compensation;

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costs related to intercompany restructurings;

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expiration of, or detrimental changes in, research and development tax credit laws;

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changes in tax laws, regulations or interpretations thereof;

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expansion into or future activities in new jurisdictions;

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the availability of tax deductions, credits, exemptions, refunds, and other benefits to reduce tax liabilities;

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lower than anticipated future earnings in jurisdictions where we are subject to lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we are subject to higher statutory tax rates; and

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limitations or adverse findings regarding our ability to do business in some jurisdictions.

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Any changes in U.S. taxation may increase our effective tax rate and harm our business, financial condition, and results of operations. In particular, new income or other tax laws or regulations could be enacted at any time, which could adversely affect our business operations and financial performance, and existing tax laws and regulations could be interpreted, modified, or applied in ways that are adverse to us.

Moreover, significant judgment is required in our accounting for income taxes. In the ordinary course of our business, there are transactions and calculations for which the most appropriate tax treatment is unsettled or unresolved. Changes in tax laws and regulations, in addition to changes and conflicts in related interpretations and other tax guidance, could materially impact our provision for income taxes, deferred tax assets, and liabilities for uncertain tax positions. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law. The OBBBA includes significant changes to the Code, including restoration of immediate recognition of domestic research and development expenditures and reinstatement of 100% bonus depreciation for qualifying property. Additionally, the OBBBA eases the limitation on interest expense deductions by allowing companies to calculate their income for 163(j) purposes before deducting depreciation and amortization. The Company is currently evaluating the impact of the OBBBA on its condensed consolidated financial statements, including the effects on its deferred tax assets and liabilities.

In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal, state, and local tax authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal control over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. We may not be able to complete our evaluation, testing and any required remediation in the time required. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our Class A common stock to decline, and we may be subject to investigation or sanctions by the SEC.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of the fiscal year that coincides with the filing of our second annual report on Form 10-K. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

We will also be required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the JOBS Act, if we take advantage of the exemptions contained in the JOBS Act. At such time, our independent registered public accounting firm

 

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may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our consolidated financial statements that could require us to restate our consolidated financial statements, cause us to fail to meet our reporting obligations and cause shareholders to lose confidence in our reported financial information, all of which could materially adversely affect our business and stock price. To comply with the requirements of being a public company, we may need to undertake various costly and time-consuming actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff, which may adversely affect our prospectus, business, financial condition, results of operations, and cash flows.

We are an “emerging growth company” and we expect to elect to comply with reduced public company reporting requirements, which could make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we are eligible for certain exemptions from various public company reporting requirements. These exemptions include, but are not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years after the first sale of our Class A common stock pursuant to an effective registration statement under the Securities Act, which fifth anniversary will occur in 2031. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we would cease to be an emerging growth company prior to the end of such five-year period. We have made certain elections with regard to the reduced disclosure obligations regarding executive compensation in this prospectus and may elect to take advantage of other reduced disclosure obligations in future filings. As a result, the information that we provide to holders of our Class A common stock may be different than you might receive from other public reporting companies in which you hold equity interests. We cannot predict if investors will find our Class A common stock less attractive as a result of reliance on these exemptions. If some investors find our Class A common stock less attractive as a result of any choice we make to reduce disclosure, there may be a less active trading market for our Class A common stock and the market price for our Class A common stock may be more volatile.

The JOBS Act also permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are electing to take advantage of this extended transition period for complying with new or revised accounting standards provided for by the JOBS Act. We will therefore comply with new or revised accounting standards when they apply to private companies. As a result, our financial statements may not be comparable with companies that comply with public company effective dates for accounting standards.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”

As a public company, we will incur legal, accounting and other expenses that we did not previously incur. We will become subject to corporate governance requirements that will become applicable to us as a public company, the applicable rules and regulations of the SEC, the Dodd-Frank Wall Street Reform and Customer Protection Act of 2010, the reporting requirements of the Exchange Act of 1933, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act, the listing requirements of Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase

 

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demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires that we file annual, quarterly and current reports with respect to our prospects, business, financial condition, results of operations, and cash flows. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert our management’s attention from implementing our growth strategy, which could prevent us from improving our prospects, business, financial condition, results of operations, and cash flows. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board or as executive officers. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. In addition, our management team will need to devote substantial attention to transitioning to interacting with public company analysts and investors and complying with the increasingly complex laws pertaining to public companies, which may divert attention away from the day-to-day management of our business. These additional obligations, including the increase of costs incurred or diversion of management’s attention as a result of becoming a publicly traded company, could have a material and adverse effect on our prospects, business, financial condition, results of operations, and cash flows.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of our management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and there could be a material and adverse effect on our prospects, business, financial condition, results of operations, and cash flows.

If securities or industry analysts do not publish research or reports about our business, if they publish unfavorable research or reports, or adversely change their recommendations regarding our Class A common stock or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

If a trading market for our Class A common stock develops, the trading market will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. As a newly public company, we may be slow to attract research coverage. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research, issue an adverse opinion regarding our stock price or if our results of operations do not meet their expectations, our stock price could decline. Moreover, if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

We may require additional financing to achieve our goals, which may not be available when needed or may be costly and dilutive.

We may require additional financing to support the growth of our business, for working capital needs or to cover unforeseen costs and expenses. The amount of additional capital we may require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number of factors, including our strategic initiatives and operating plans, the performance of our business, the number,

 

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complexity and characteristics of additional products or future manufacturing processes we require to serve new or existing markets, any proposed acquisitions and cost increases related to the integration of acquired products or businesses, any material or significant product recalls, any failure or disruption with our farming partners and packaging suppliers as well as our third-party logistics providers, the expansion into new markets, any changes in our regulatory or legislative landscape, particularly with respect to product safety, advertising, product labeling and data privacy, the costs associated with being a public company and the market conditions for debt or equity financing. Additionally, the amount of capital required will depend on our ability to meet our sales goals and otherwise successfully execute our operating plan. We intend to continually monitor and adjust our operating plan as necessary to respond to developments in our business, our markets and the broader economy and it is possible that our business could become more capital intensive. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. Although we believe various debt and equity financing alternatives will be available to us to support our capital needs, financing arrangements on acceptable terms may not be available to us when needed. For example, negative economic conditions and issues with regard to the financial markets could have a negative impact on our ability to access the capital markets, and thus have a negative impact on our operations and liquidity. A general shortage of liquidity and credit combined with the substantial losses in worldwide equity markets could lead to an extended worldwide recession in the future. If such conditions occurred, we would face significant challenges if conditions in the capital markets did not improve. Our ability to access the capital markets under such circumstances could be severely restricted at a time when we need to access such markets, which could have a negative impact on our business plans. Even if we are able to raise capital under such circumstances, it may not be at a price or on terms that are favorable to us. We cannot predict the occurrence of future disruptions or how long such negative conditions might continue. Additionally, these alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing shareholders. Any such financing alternatives may not provide us with sufficient funds to meet our long-term capital requirements.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock.

Our certificate of incorporation will authorize us to issue one or more series of preferred stock. Our Board will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our shareholders to replace or remove our current management, even if beneficial to our shareholders.

Our certificate of incorporation and bylaws to be effective at or prior to the consummation of this offering and the Delaware General Corporation Law (the “DGCL”) contain provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. Among other things:

•

these provisions allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without shareholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of shareholders;

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•

these provisions provide for a classified Board with staggered three-year terms;

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•

these provisions provide that, at any time when PSP controls less than 40% in voting power of our stock entitled to vote generally in the election of directors, directors may only be removed for cause,

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and only by the affirmative vote of holders of at least 662∕3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class;

•

these provisions prohibit shareholder action by written consent from and after the date on which PSP controls less than 30% in voting power of our stock entitled to vote generally in the election of directors;

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•

these provisions provide that for as long as PSP controls at least 30% in voting power of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of a majority in voting power of the outstanding shares of our capital stock and at any time when PSP controls less than 30% in voting power of all outstanding shares of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of the holders of at least 662∕3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; and

​

•

these provisions establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by shareholders at shareholder meetings; provided, however, at any time when PSP controls at least 40% in voting power of our stock entitled to vote generally in the election of directors, such advance notice procedure will not apply to PSP.

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We will opt out of Section 203 of the DGCL, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any interested shareholder for a period of three years following the date on which the shareholder became an interested shareholder. However, our certificate of incorporation to be effective at or prior to the consummation of this offering will contain a provision that provides us with protections similar to Section 203, and will prevent us from engaging in a business combination with a person (excluding PSP and any of its direct or indirect transferees and any group as to which such persons are a party) who acquires at least 15% of our common stock for a period of three years from the date such person acquired such common stock, unless board or shareholder approval is obtained prior to the acquisition. See “Description of Capital Stock — Anti-Takeover Provisions.” These provisions could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and cause us to take other corporate actions you desire, including actions that you may deem advantageous, or negatively affect the trading price of our Class A common stock. In addition, because our Board is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our shareholders to replace current members of our management team.

These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more difficult for shareholders or potential acquirers to obtain control of our Board or initiate actions that are opposed by our then-current Board, including actions to delay or impede a merger, tender offer or proxy contest involving our company. The existence of these provisions could negatively affect the price of our Class A common stock and limit opportunities for you to realize value in a corporate transaction.

For information regarding these and other provisions, see “Description of Capital Stock.”

Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our shareholders and the federal district courts of the United States as the exclusive forum for litigation arising under the Securities Act, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our certificate of incorporation, which we will adopt at or prior to the consummation of this offering, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any claims in state court for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our shareholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (4) any other action asserting a claim against us that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery

 

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of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our certificate of incorporation will also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder; accordingly, we cannot be certain that a court would enforce such provision. Our certificate of incorporation will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our certificate of incorporation described above. However, our shareholders will not be deemed to have waived (and cannot waive) compliance with the federal securities laws and the rules and regulations thereunder. See “Description of Capital Stock — Forum Selection.” The forum selection provisions in our certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us. If the enforceability of our forum selection provisions were to be challenged, we may incur additional costs associated with resolving such challenge. While we currently have no basis to expect any such challenge would be successful, if a court were to find our forum selection provisions to be inapplicable or unenforceable with respect to one or more of these specified types of actions or proceedings, we may incur additional costs associated with having to litigate in other jurisdictions, which could have an adverse effect on our prospects, business, financial condition, results of operations, and cash flows and result in a diversion of the time and resources of our employees, management and Board.

 

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FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

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a reduction or limited availability of organic fruits, vegetables and other raw materials and ingredients for our juice products or an increase in the price of such materials and ingredients;

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•

real or perceived quality or food safety issues with our products, which may diminish our brands and reputation;

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•

strong competition in the food and beverage retail industry;

​

•

our reliance on distributor and retail customers for a significant portion of our sales, and our ability to maintain or further develop our sales channels;

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•

our reliance on our local and regional farming partners and other third-party partners and those third parties’ ability to fulfill their obligations;

​

•

our reliance on our limited suppliers for materials used to package our products, the costs of which have in the past been, and may continue to be, volatile and subject to price increases;

​

•

failure by our transportation providers to deliver our products on time, or at all, and problems with our logistics network and arrangements;

​

•

our ability to manage our future growth effectively;

​

•

our ability to successfully forecast and manage our inventory at appropriate levels for our demand;

​

•

any damage or disruption at our production facilities in Oceanside, California, where our products are primarily manufactured;

​

•

our ability to quickly respond to new trends by introducing new products or successfully improving existing products;

​

•

an overall decline in the health of the economy and other factors impacting consumer spending;

​

•

a reduction in demand for and sales of our cold-pressed juices, wellness shots and functional sodas or a decrease in consumer demand for such products generally;

​

•

our ability to develop and maintain our brands and company image;

​

•

the success of our marketing strategies and channels at maintaining consumer awareness of our brands, building brand loyalty and generating interest in our products from existing and new consumers;

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•

our failure to retain our senior management and key personnel;

​

•

advertising inaccuracies and product mislabeling, which may expose us to lawsuits, product recalls or regulatory enforcement actions;

​

•

our ability to comply with laws and regulations relating to data privacy, data protection, advertising and consumer protection;

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•

food safety and food-borne illness incidents or other safety concerns, which may expose us to lawsuits, product recalls or regulatory enforcement actions;

​

•

our dependence on distributions from Holdings LP to pay our taxes and expenses, including payments under the Tax Receivable Agreement;

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•

we will be controlled by PSP following this offering, and their interests may conflict with ours or yours in the future;

​

•

our dual class structure, and the impact that it may have on the market price of our Class A common stock;

​

•

our success with making acquisitions and integrating newly acquired products or businesses;

​

•

potential litigation that could have an adverse effect on our business; and

​

•

other factors disclosed in the section entitled “Risk Factors” and elsewhere in this prospectus.

​

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

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USE OF PROCEEDS

We estimate, based upon an assumed initial public offering price of $22.50 per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), we will receive net proceeds from this offering of approximately $182.8 million (or $197.5 million if the underwriters exercise their option to purchase additional shares of Class A common stock in full), after deducting the underwriting discount but before estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling shareholder.

The principal purposes of this offering are to increase our financial flexibility, create a public market for our Class A common stock, and facilitate our future access to capital markets. We intend to use such net proceeds to acquire, directly or indirectly through one or more wholly owned subsidiaries, (i) 8,465,551 newly issued LP Units in Holdings LP and (ii) 222,619 LP Units from certain existing owners of Holdings LP (and retire the corresponding shares of Class V common stock), in each case at a purchase price per LP Unit equal to the initial offering price per share of Class A common stock in this offering, less the underwriting discount.

In turn, Holdings LP intends to apply the balance of the net proceeds it receives from us (i) to repay $143.6 million of borrowings under the Credit Agreement, (ii) to pay approximately $19.4 million in cash payments to certain employees of Holdings LP in connection with the settlement of time-based vesting Incentive Units, in partial satisfaction of the Transaction Bonus Agreements and in connection with “celebration” cash awards in respect of the closing of this offering, and (iii) to pay expenses incurred in connection with this offering and the other Organizational Transactions.

As of December 29, 2025, we had $267.5 million outstanding under the Term Loan Facilities and $40 million outstanding under the Revolving Credit Facility. As of December 29, 2025, the effective interest rate for the Term Loan Facilities was 9.65%, and the weighted average interest rate for amounts drawn under the Revolving Credit Facility was 9.51%. The Term Loan Facilities will mature on August 23, 2029. The Revolving Credit Facility will mature on August 23, 2028.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. We cannot predict with certainty all of the particular uses for the net proceeds of this offering or the amounts that we will actually spend on the uses set forth above. As a result, our management will have broad discretion in applying the net proceeds of this offering, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

Pending use of the net proceeds from this offering described above, we may invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government.

Assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock, each $1.00 increase or decrease in the assumed initial public offering price of $22.50 per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $8.1 million, assuming the number of shares of Class A common stock offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discount but before estimated offering expenses payable by us.

Each 1,000,000 increase or decrease in the number of shares of Class A common stock offered in this offering would increase or decrease the net proceeds to us from this offering by approximately $21.0 million, assuming that the initial public offering price per share for the offering remains at $22.50 (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), and after deducting the underwriting discount but before estimated offering expenses payable by us.

 

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DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to service our debt obligations and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, because we are a holding company, our ability to pay dividends on our Class A common stock may be limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, including our Credit Agreement, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board deems relevant.

We intend to cause Holdings LP to make distributions, subject to applicable limitations and restrictions, to each of its partners, including us (directly or indirectly through our wholly owned subsidiaries), in an amount intended to enable each partner to pay all applicable taxes on taxable income allocable to each partner and to enable us to make payments required under the Tax Receivable Agreement. Holdings LP will make such distributions only to the extent distributions from Holdings LP for the relevant year were otherwise insufficient to cover such estimated assumed tax liabilities and other obligations. Such distributions generally will be to each partner of Holdings LP holding LP Units, including us (indirectly through our wholly owned subsidiaries), on a pro rata basis based on Holdings LP’s taxable income (which, in each case, will be calculated without regard to, among other items, any applicable basis adjustment under Section 743(b) of the Code, and will be based upon an assumed tax rate, taking into account certain assumptions set forth in the Partnership Agreement). As a result, it is possible that we will receive tax distributions significantly in excess of our tax liabilities, obligations to make payments under the Tax Receivable Agreement and other expenses. While our Board may choose to distribute such cash balances as dividends on our Class A common stock (subject to the limitations set forth in the preceding paragraph), it will not be required to do so, and may in its sole discretion choose to use such excess cash for any purpose depending upon the facts and circumstances at the time of determination, including potentially causing Suja Life, Inc. to contribute such excess cash (net of any operating expenses) to Holdings LP. Concurrently with any potential contribution of such excess cash, in order to maintain the intended economic relationship between the shares of Class A common stock and Holdings LP interests after accounting for such contribution, Holdings LP and Suja Life, Inc., as applicable, may undertake ameliorative actions, which may include reverse splits, reclassifications, combinations, subdivisions, stock dividends or adjustments of outstanding interests of Holdings LP held by LP Unitholders. To the extent that Suja Life, Inc. contributes such excess cash to Holdings LP, a holder of Class A common stock would not receive distributions in cash and would instead benefit through an increase in the indirect ownership interest in Holdings LP represented by such holder’s Class A common stock. To the extent that Suja Life, Inc. does not distribute such excess cash as dividends on the Class A common stock or otherwise undertake such ameliorative actions and instead, for example, holds such cash balances, the members of Holdings LP (not including Suja Life, Inc.) may benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following an exchange of their LP Units for shares of the Class A common stock, notwithstanding that such members may previously have participated as holders of LP Units in distributions by Holdings LP that resulted in such excess cash balances at Suja Life, Inc.

 

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CAPITALIZATION

The following table describes our cash and consolidated capitalization as of December 29, 2025:

•

of Holdings LP on an actual basis;

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•

of Suja Life, Inc. on a pro forma basis to give effect to the Organizational Transactions and Tax Receivable Agreement adjustments, excluding this offering; and

​

•

of Suja Life, Inc. on a pro forma as adjusted basis, after giving effect to the Organizational Transactions and Tax Receivable Agreement adjustments and our sale of 8,688,170 shares of Class A common stock in this offering at an assumed initial public offering price of $22.50 per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) after deducting the underwriting discount but before estimated offering expenses payable by us (assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock) and the application of the net proceeds of the offering as set forth in “Use of Proceeds.”

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You should read this table in conjunction with the consolidated financial statements and the related notes, “Basis of Presentation,” “Use of Proceeds,” “Organizational Structure,” “Unaudited Pro Forma Condensed Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Description of Capital Stock” included elsewhere in this prospectus.

 

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(1)

On a pro forma basis, includes the Holdings LP interests not owned by us, which represents 38.6% of Holdings LP’s LP Units. The LP Unitholders will hold the redeemable non-controlling economic interest in Holdings LP. Suja Life, Inc. will hold, indirectly through one or more wholly owned subsidiaries, 61.4% of the economic interest in Holdings LP.

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A $1.00 increase or decrease in the assumed initial public offering price of $22.50 per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus) would increase or decrease each of cash, total shareholders’ equity and total capitalization on a pro forma basis by approximately $0.0 million, $8.1 million, and $0.0 million, respectively, assuming the number of shares of Class A common stock offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discount but before estimated offering expenses payable by us. Each 1,000,000 increase or decrease in the number of shares of Class A common stock offered in this offering would increase or decrease each of cash, total shareholders’ equity and total capitalization on a pro forma basis by approximately $0.0 million, $19.8 million, and $0.0 million, respectively, based on an assumed initial public offering price of $22.50 per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and after deducting the underwriting discount but before estimated offering expenses payable by us.

Unless otherwise indicated, the number of shares of Class A common stock that will be outstanding after this offering excludes:

•

1,333,333 shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares;

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•

the 14,924,519 shares of Class A common stock issuable upon the exchange of 14,924,519 LP Units that will be outstanding immediately after this offering; and

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​

•

3,524,423 shares of Class A common stock reserved for issuance under the Omnibus Plan which number includes 78,220 shares of our Class A common stock subject to restricted stock unit awards, and 120,126 shares of our Class A common stock subject to performance stock unit awards granted to certain of our employees and directors pursuant to the Omnibus Plan substantially concurrently with the consummation of this offering, based upon an assumed initial public offering price of $22.50.

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DILUTION

Because the LP Unitholders do not own any Class A common stock or other economic interests in Suja Life, Inc., we have presented pro forma net tangible book value per share after this offering assuming that the holders of LP Units had all of such interests redeemed or exchanged for newly issued shares of Class A common stock (rather than for cash and based upon an assumed offering price of $22.50 per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and the cancellation for no consideration of all of their shares of Class V common stock (which are not entitled to receive distributions or dividends, whether in cash or stock, from Suja Life, Inc.), in the case of the holders of LP Units, in order to more meaningfully present the dilutive impact to the investors in this offering. We refer to the assumed redemption or exchange of all LP Units for shares of Class A common stock as described in the previous sentence as the “Assumed Redemption.”

Dilution results from the fact that the initial public offering price per share of the Class A common stock is substantially in excess of the pro forma net tangible book value (deficit) per share of Class A common stock after this offering. Net tangible book value (deficit) per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of Class A common stock outstanding. If you invest in our Class A common stock, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma net tangible book value (deficit) per share of our Class A common stock after this offering.

Pro forma net tangible book value per share is determined at any date by subtracting our total pro forma liabilities from the total pro forma book value of our tangible assets and dividing the difference by the number of shares of Class A common stock, after giving effect to the Organizational Transactions and the Offering Transactions, including the sale of 8,688,170 shares of Class A common stock in this offering at the assumed initial public offering price of $22.50 per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and the Assumed Redemption. Our pro forma net tangible book value (deficit) as of December 29, 2025 was $(97.3) million, or $(2.52) per share of Class A common stock. This represents an immediate increase in net tangible book value to the LP Unitholders of $5.66 per share and an immediate dilution to new investors in this offering of $25.02 per share. We determine dilution by subtracting the pro forma net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock. There is no impact on dilution per share to investors participating in this offering as a result of the sale of shares of Class A common stock by the selling shareholder. The following table illustrates this dilution:

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(1)

The computation of pro forma net tangible book value per share as of December 29, 2025 after this offering is set forth below:

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(a)

Gives pro forma effect to the Organizational Transactions, this offering, and the Assumed Redemption.

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A $1.00 increase or decrease in the assumed initial public offering price of $22.50 per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, would increase or decrease pro forma net tangible book value by $0.0 million, or $0 per share, and would increase or decrease the dilution per share to the investors in this offering by $1.00 based on the assumptions set forth above.

The following table summarizes as of December 29, 2025, after giving effect to the Offering Transactions, the number of shares of Class A common stock purchased from us, the total consideration paid and the average price per share paid by the purchasers in this offering, based upon an assumed initial public offering price of $22.50 per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and before deducting the underwriting discount and offering expenses, after giving effect to the Assumed Redemption:

(1)

Includes purchase of LP Units from certain existing owners of Holdings LP

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The discussion and tables above assume no exercise of the underwriters’ option to purchase additional shares of Class A common stock. If the underwriters’ option to purchase additional shares of Class A common stock is exercised in full, after giving effect to the Assumed Redemption, the existing owners would collectively own approximately 74.4% and the investors in this offering would own approximately 25.6% of the total number of shares of our Class A common stock outstanding after this offering. If the underwriters exercise their option to purchase additional shares of Class A common stock in full, after giving effect to the Assumed Redemption, the pro forma net tangible book value (deficit) per share after this offering would be $(2.44) per share, and the dilution in the pro forma net tangible book value (deficit) per share to the investors in this offering would be $24.94 per share.

The tables and calculations above are based on the number of shares of common stock outstanding as of December 29, 2025 (after giving effect to the Offering Transactions). To the extent that any new options or other equity incentive grants are issued in the future with an exercise price or purchase price below the initial public offering price, new investors will experience further dilution.

We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent additional capital is raised through the sale of equity or equity-linked securities, the issuance of these securities could result in further dilution to our shareholders.

 

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The unaudited pro forma condensed consolidated balance sheet as of December 29, 2025 and the unaudited pro forma condensed consolidated statement of operations for fiscal 2025 (collectively, “unaudited pro forma condensed consolidated financial information,” or “pro forma financial information”) present our financial position and results of operations after giving pro forma effect to the accounting for the following transactions as if such transactions occurred on December 29, 2025 for the unaudited pro forma condensed consolidated balance sheet and on December 31, 2024 for the unaudited pro forma condensed consolidated statements of operations:

(1)

the Organizational Transactions described elsewhere in this registration statement under “Organizational Structure,” ​(not including this offering);

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(2)

the Tax Receivable Agreement, as described under “Certain Relationships and Related Party Transactions — Related Party Transactions — Tax Receivable Agreement;” and

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(3)

the Offering Transactions, including this offering, and the application of the estimated net proceeds from this offering as described under “Use of Proceeds” and elsewhere in this registration statement.

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Our historical consolidated financial information has been derived from and should be read in conjunction with the consolidated financial statements and accompanying notes to the consolidated financial statements of Holdings LP included elsewhere in this prospectus. Suja Life, Inc. was formed on October 8, 2025 and will have no material assets or results of operations until the completion of this offering. Therefore, its historical financial information is not included in the unaudited pro forma condensed consolidated financial information.

The unaudited pro forma condensed consolidated financial information has been prepared on the basis that we will be taxed as a corporation for U.S. federal and state income tax purposes and, accordingly, will become a taxpaying entity subject to U.S. federal and state income taxes. The presentation of the unaudited pro forma condensed consolidated financial information is prepared in conformity with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial information has been adjusted to include Transaction Accounting Adjustments, which reflect the application of the accounting adjustments required by generally accepted accounting principles in the United States (“GAAP”), linking the effects of the transactions listed above to the Company’s historical consolidated financial statements and is based on currently available information and certain estimates and assumptions. See the accompanying notes to the unaudited pro forma condensed consolidated financial information for a discussion of assumptions made.

The unaudited pro forma condensed consolidated financial information is not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated above or that could be achieved in the future. Future results may vary significantly from the results reflected in the unaudited pro forma condensed consolidated statements of operations and should not be relied upon as an indication of our results after the completion of this offering and the other transactions contemplated by such unaudited pro forma condensed consolidated financial information. However, our management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial information.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these procedures and processes and, among other things, additional directors’ and officers’ liability insurance, director fees, costs to comply with the reporting requirements of the SEC, transfer agent fees, hiring of additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

The unaudited pro forma condensed consolidated financial information should be read together with “Organizational Structure,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the audited consolidated financial statements of Holdings LP and related notes thereto included elsewhere in this prospectus.

 

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For purposes of the unaudited pro forma condensed consolidated financial information, we have assumed that we will issue 8,688,170 shares of Class A common stock at a price per share of $22.50 (which is the midpoint of the estimated public offering price range set forth on the cover of this prospectus), and, as a result, immediately following the completion of this offering, the ownership percentage represented by LP Units not held by us or our wholly owned subsidiaries will be 38.6%, and the net loss attributable to LP Units not held by us will accordingly represent 38.6% of our net loss. Except as otherwise indicated, the unaudited pro forma condensed consolidated financial information presented assumes no exercise of the underwriters’ option to purchase additional shares of Class A common stock.

As described in greater detail under “Certain Relationships and Related Party Transactions — Related Party Transactions — Tax Receivable Agreement,” in connection with the completion of this offering, we will enter into a Tax Receivable Agreement with the TRA Parties that will require us to pay such persons 85% of the amount of cash savings, if any, in U.S. federal, state and local income taxes we actually realize or are deemed to realize in some circumstances (as computed using certain assumptions) as a result of certain tax attributes and benefits covered by the Tax Receivable Agreement. Such tax attributes and benefits will include: (i) certain increases in the tax basis of assets of Holdings LP and its subsidiaries resulting from exchanges (or deemed exchanges in certain circumstances) of LP Units for shares of our Class A common stock or for cash pursuant to the Exchange Agreement and certain distributions (or deemed distributions) by Holdings LP, (ii) certain tax attributes of the current or former holders of equity interests in Holdings LP, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we are required to make under the Tax Receivable Agreement.

We recorded gross deferred tax assets of $55.6 million in connection with our initial public offering and the related Organizational Transactions. In assessing the realizability of the gross deferred tax assets in accordance with ASC 740-10-30-18, management concluded that it is not more likely than not that the gross deferred tax assets will be realized. Therefore, a full valuation allowance of $55.6 million has been recorded. Because we have recorded a full valuation allowance against our deferred tax assets, it is not more likely than not that we will realize the underlying tax savings that would give rise to obligations under the Tax Receivable Agreement. Accordingly, no Tax Receivable Agreement-related liability has been recorded on our pro forma condensed consolidated balance sheet. In the scenario where a full valuation allowance was not recorded, as a result of the Organizational Transactions, we would recognize a liability under the Tax Receivable Agreement of $25.6 million based on our estimate of the aggregate amount that we would pay to the TRA Parties under the Tax Receivable Agreement as a result of the Organizational Transactions. Due to the uncertainty in the amount and timing of future exchanges of LP Units by LP Unitholders for shares of our Class A common stock or for cash pursuant to the Exchange Agreement and other purchases of LP Units from LP Unitholders, the unaudited pro forma condensed consolidated financial information assumes that no such future exchanges or purchases of LP Units have occurred and therefore no increases in tax basis in Holdings LP assets or other tax benefits that may be realized thereunder have been assumed in the unaudited pro forma condensed consolidated financial information. However, if all of the LP Unitholders were to exchange or sell to us all of their LP Units, we would recognize a deferred tax asset of approximately $177.3 million and a liability under the Tax Receivable Agreement of approximately $150.7 million, assuming: (i) all exchanges or purchases occurred on the same day as this offering; (ii) a price of $22.50 per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus); (iii) a constant corporate tax rate of 27.4%; (iv) that we will have sufficient taxable income to fully utilize the tax benefits; and (v) no material changes in tax law. These amounts are estimates and have been prepared for illustrative purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges and purchases, the price per share of our Class A common stock at the time of the exchange or purchase, and the tax rates then in effect.

For each 5% increase (decrease) in the amount of LP Units exchanged for shares of our Class A common stock by or purchased from the LP Unitholders (or their transferees of LP Units or other assignees), our gross deferred tax asset would increase (decrease) by approximately $0.1 million and the related liability would increase (decrease) by approximately $0.1 million, assuming that the price per share and corporate tax rate remain the same. For each $1.00 increase (decrease) in the assumed share price of $22.50 per share, our deferred tax asset would increase (decrease) by approximately $0.1 million and the related liability would increase (decrease) by approximately $0.1 million, assuming that the number of LP

 

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Units exchanged by or purchased from the LP Unitholders (or their transferees of LP Units and other assignees) and the corporate tax rate remain the same. These amounts are estimates and have been prepared for illustrative purposes only. The actual amount of deferred tax assets and liability under the Tax Receivable Agreement that we will recognize will differ based on, among other things, the timing of the exchanges and purchases, the price of our shares of Class A common stock at the time of the exchange or purchase, and the tax rates then in effect. See “Organizational Structure — Tax Receivable Agreement.”

 

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