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 Document 1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid August 18, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549 Attention: Scott Stringer Lyn Shenk Nicholas Nalbantian Donald Field Re: Black Rock Coffee Bar, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted on July 25, 2025 CIK No. 0002068577 August 18, 2025 Page 2 Ladies and Gentlemen: On behalf of Black Rock Coffee Bar, Inc. (the “ Company ”), set forth below is the Company’s response to the comment of the Staff (the “ Staff ”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “ Commission ”) in its letter dated August 6, 2025 relating to the Company’s Amendment No. 2 to its confidential draft registration statement on Form S-1 submitted to the Commission on July 25, 2025 (“ Amendment No. 2 ”). Concurrently with the submission of this letter, the Company is filing a copy of the Company’s Registration Statement on Form S-1 (the “ Registration Statement ”) responding to the Staff’s comment. For the Staff’s reference, we are providing to the Staff electronic copies of this letter as well as both a clean copy of the Registration Statement and a copy marked to show all changes from Amendment No. 2. For convenience of reference, the text of the comment in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after the comment. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Registration Statement. Amendment No. 2 to Draft Registration Statement on Form S-1 Certain Definitions, page 5 1.     We note your response to prior comment 1 and reissue in part. We acknowledge the changes made to revise the definition of "TRA Parties." Please disclose which members of the management team, i.e. which directors and executive officers, will be parties to the TRA. Given the size of the expected payments, shareholders should clearly understand which directors and executive officers will be receiving such payments. Additionally, please revise the Tax Receivable Agreement discussion in the Certain Relationships and Related Party Transactions section on page 176 to specifically identify such directors and executive officers and provide the information required by Item 404(a) of Regulation S-K regarding their direct or indirect interests in the Tax Receivable Agreement and any associated payments. Response : The Company respectfully acknowledges the Staff’s comment and has revised the definition on page 5 of the Registration Statement to further clarify the parties to the TRA, including that all of the Company’s executive officers and certain of its directors are party to the TRA. The Company has also revised the disclosure on page 180 of the Registration Statement to include a cross reference to the “Principal Shareholders” table in the Registration Statement, which, in a subsequent pre-effective amendment to the Registration Statement, will include the equity ownership of the TRA Parties, including our directors and executive officers. ********* August 18, 2025 Page 3 Any comments or questions regarding the foregoing should be directed to the undersigned at 312-876-7605. Thank you in advance for your cooperation in connection with this matter. Very truly yours, /s/ Scott W. Westhoff Scott W. Westhoff of LATHAM & WATKINS LLP cc: Mark Davis, Black Rock Coffee Bar, Inc. Rodd Booth, Black Rock Coffee Bar, Inc. Sam Seiberling, Black Rock Coffee Bar, Inc. Ian D. Schuman, Latham & Watkins LLP Stelios G. Saffos, Latham & Watkins LLP Alex K. Kassai, Latham & Watkins LLP Robert M. Hayward, P.C., Kirkland & Ellis LLP Rachel W. Sheridan, P.C., Kirkland & Ellis LLP 3