SecProbe.io

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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 September 9, 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. 1 to Registration Statement on Form S-1 Filed September 2, 2025 File No. 333-289685 Ladies and Gentlemen: On behalf of Black Rock Coffee Bar, Inc. (the “ Company ”), we are transmitting this letter in response to a comment received from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) contained in its letter dated September 8, 2025, relating to the Company’s above referenced Amendment No. 1 to Registration Statement on Form S-1 publicly filed on September 2, 2025 (“ Amendment No. 1 ”). We are submitting this letter via EDGAR in advance of our September 9, 2025 2 public filing of Amendment No. 2 to the Registration Statement on Form S-1 (“ Amendment No. 2 ”), which will be revised to address the Staff’s comment. In response to the Staff’s comment and as discussed with the Staff on September 8, 2025, we are supplementally providing the Staff with a copy of certain pages of Amendment No. 2, marked to show changes from Amendment No. 1, containing proposed revised disclosure that will be included in Amendment No. 2 to address the Staff’s comment. The pages are attached hereto as Exhibit A . We intend to include this revised disclosure in our upcoming filing of Amendment No. 2, and will include a comment response letter to the Staff at the time of such filing. We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 312-876-7605 with any questions or further comments you may have regarding this filing or if you wish to discuss the above. 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 2 September 9, 2025 3 Exhibit A (see attached) 3 September 9, 2025 4 ORGANIZATIONAL STRUCTURE Black Rock Coffee Bar, Inc. was originally incorporated as a Delaware corporation on May 2, 2025 and re-domiciled to be incorporated in Texas in June 2025 and is the issuer of the Class A common stock offered by this prospectus. Prior to this offering and the Transactions (as defined below), all of our business operations have been conducted through Black Rock OpCo and the Continuing Equity Owners are the only owners of Black Rock OpCo. We will consummate the Transactions, excluding this offering, prior to the consummation of this offering. Existing Organization Black Rock OpCo is treated as a partnership for U.S. federal income tax purposes and, as such, is generally not subject to any U.S. federal entity-level income taxes. Taxable income or loss of Black Rock OpCo is included in the U.S. federal income tax returns of Black Rock OpCo’s members. Immediately prior to the consummation of this offering, the Continuing Equity Owners were the only members of Black Rock OpCo. Transactions Prior to the Transactions, we expect there will initially be one holder of common stock of Black Rock Coffee Bar, Inc. We will consummate the following organizational transactions in connection with this offering: • we will amend and restate the Black Rock OpCo LLC Agreement, effective prior to the consummation of this offering, to, among other things, (i) recapitalize all existing ownership interests in Black Rock OpCo into  43,938,599 41,691,309 LLC Units (before giving effect to the use of proceeds described below), (ii) appoint Black Rock Coffee Bar, Inc. as the sole managing member of Black Rock OpCo upon its acquisition of LLC Units in connection with this offering, and (iii) provide certain redemption rights to the Continuing Equity Owners; • we will acquire, by means of one or more mergers, the Blocker Companies (the “Blocker Mergers”) and, assuming an initial public offering price of $17.00 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), will issue to the Blocker Shareholders 761,243 shares of our Class A common stock; • we will amend and restate Black Rock Coffee Bar, Inc.’s certificate of formation to, among other things, provide (i) for Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our shareholders generally; (ii) for Class B common stock, with each share of our Class B common stock entitling its holder to one vote per share on all matters presented to our shareholders generally; (iii) for Class C common stock, with each share of our Class C common stock entitling its holder to ten votes per share on all matters presented to our shareholders generally; (iv) that shares of our Class B common stock and Class C common stock may only be held by the Continuing Equity Owners and their respective permitted transferees as described in “Description of Capital Stock—Common Stock—Class B common stock” and “—Class C common stock;” and (v) for preferred stock, which can be issued by our Board in one or more series without shareholder approval; • we will issue 14,331,482 shares of our Class B common stock and 18,017,003 shares of our Class C common stock to the Continuing Equity Owners, which is equal to the number of LLC Units held by such Continuing Equity Owners, for nominal consideration; • we will issue 14,705,882 shares of our Class A common stock to the investors in this offering (or 16,911,764 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $232.5 million (or approximately $267.4 million if the underwriters exercise in full their option to purchase additional 4 September 9, 2025 5 Operations” and our audited consolidated financial statements and unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. June 30, 2025 Black Rock OpCo Historical Black Rock Coffee Bar, Inc. Pro Forma Black Rock Coffee Bar, Inc. Pro Forma As Adjusted (unaudited) (in thousands, except share and per share amounts) Cash and cash equivalents $ 14,640  $ 14,640  $ 34,891  Long-term debt (1) : $ 106,380  $ 106,380  $ 49,000  Temporary Equity 254,314  —  —  Members’/Stockholders’ equity (deficit): Members’ deficit, actual (276,949) —  —  Preferred stock, par value $0.00001 per share; no shares authorized, issued or outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted —  —  —  Class A common stock, par value $0.00001 per share; no shares authorized, issued and outstanding, actual; 500,000,000 shares authorized, 0 shares issued and outstanding, pro forma; 500,000,000 shares authorized,15,467,125 shares issued and outstanding, pro forma as adjusted —  —  —  Class B common stock, par value $0.00001 per share; no shares authorized, issued and outstanding, actual; 200,000,000 shares authorized, 28,168,886 25,921,596 shares issued and outstanding, pro forma; 200,000,000 shares authorized, 14,331,482 shares issued and outstanding, pro forma as adjusted —  —  —  Class C common stock, par value $0.00001 per share; no shares authorized, issued and outstanding, actual; 20,000,000 shares authorized, 15,769,715 shares issued and outstanding, pro forma; 20,000,000 shares authorized, 18,017,003 shares issued and outstanding, pro forma as adjusted —  —  —  Additional paid-in capital —  —  32,252  Retained earnings (accumulated deficit) —  —  (2,745) Noncontrolling interests in Black Rock OpCo —  (22,635) 38,731  Total members’ / shareholders’ equity (deficit) (276,949) (22,635) 68,238  Total capitalization $ 83,745  $ 83,745  $ 117,238  (1) As of June 30, 2025, we had $108.2 million of borrowings outstanding under the Credit Facility. The Credit Facility has a total capacity of $137.5 million which consists of a $112.5 million term loan and a $25.0 million delayed draw term loan and an option allowing us to increase the size of the credit facility by $20.0 million through incremental delayed draw term loans. For a further description of our Credit Facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility” and “—New Credit Facilities.” Concurrently with, and conditioned upon, the closing of this offering, we intend to refinance our existing Credit Facility and enter into the New Credit Facilities. In connection with this offering, Black Rock OpCo intends to use the net proceeds of the New Term Loan, together with a portion of the net proceeds it receives from this offering, to repay all amounts outstanding under our existing Credit Facility. A $1.00 increase (decrease) in the assumed initial public offering price of $17.00 per share of our Class A common stock (the midpoint of the estimated price range set forth on the cover page of this prospectus), would increase (decrease) each of our pro forma as adjusted cash and cash equivalents by approximately $13.7 million, and each of our pro forma as adjusted total members’/ shareholders’ equity 5 September 9, 2025 6 s ubsidiaries and Black Rock Coffee Bar, Inc. and related notes thereto, each included elsewhere in this prospectus. Summary of the Transactions The pro forma adjustments related to the Transactions are described in the notes to the unaudited pro forma combined and consolidated financial information and primarily include: • the amendment and restatement of the Black Rock OpCo LLC Agreement, which will become effective prior to the consummation of this offering, to, among other things, (i) recapitalize its capital structure by creating a single new class of units, (ii) appoint Black Rock Coffee Bar, Inc. as the sole managing member of Black Rock OpCo upon its acquisition of LLC Units in connection with this offering and (iii) provide certain redemption rights to the Continuing Equity Owners; • the amendment and restatement of Black Rock Coffee Bar, Inc.’s certificate of formation to, among other things, provide (i) for Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our shareholders generally, (ii) for Class B common stock, with each share of our Class B common stock entitling its holder to one vote per share on all matters presented to our shareholders generally but no right to receive dividends or to receive a distribution upon Black Rock Coffee Bar, Inc.’s dissolution or liquidation and (iii) for Class C common stock, with each share of our Class C common stock entitling its holder to ten votes per share on all matters presented to our shareholders generally but no right to receive dividends or to receive a distribution upon Black Rock Coffee Bar, Inc.’s dissolution or liquidation; • the issuance of 2 8,168,886 5,921,596 shares of our Class B common stock to the Continuing Equity Owners, which is equal to the number of LLC Units held by such Continuing Equity Owners, for nominal consideration; the issuance of 15,769,715 shares of our Class C common stock to our Co-Founders and certain of their affiliates, which is equal to the number of LLC Units held by such Co-Founders and certain of their affiliates, for nominal consideration; • the entrance into the Tax Receivable Agreement with Black Rock OpCo and the TRA Parties that will provide for the payment by Black Rock Coffee Bar, Inc. to the TRA Parties of 85% of the amount of tax benefits, if any, that Black Rock Coffee Bar, Inc. actually realizes, or in some circumstances is deemed to realize, as a result of Basis Adjustments and certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” for a description of the Tax Receivable Agreement; • the issuance of 14,705,882 shares of our Class A common stock to the purchasers in this offering (or 16,911,764 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $232.5 million (or approximately $267.4 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) based upon an assumed initial public offering price of $17.00 per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus), less the estimated underwriting discounts and commissions and estimated offering expenses payable by us; • the purchase by an affiliate of our Co-Founders of 2,247,288 newly issued LLC Units from Black Rock OpCo; • use by us of the net proceeds from this offering to purchase (i) 3,877,011 newly issued LLC Units for approximately $61.3 million directly from Black Rock OpCo (ii) 10,753,739 LLC units for approximately $170.0 million from our Sponsor and (iii) 75,132 LLC Units for approximately $1.2 million from certain Continuing Equity Owners, in each case, at the initial public offering price less the underwriting discounts and commissions, excluding estimated offering expenses of $6.5 million payable by Black Rock OpCo; 6 September 9, 2025 7 UNAUDITED PRO FORMA COMBINED AND CONSOLIDATED BALANCE SHEET Black Rock OpCo Actual as of June 30, 2025 Reorganization and offering transaction adjustments Black Rock Coffee Bar, Inc. Pro Forma ($ in thousands, except unit, share and per share amounts) ASSETS Current assets: Cash and cash equivalents $ 14,640  $ 20,251  (1) $ 34,891  Receivables, net 4,514  –  4,514  Inventories 2,644  –  2,644  Prepaid expenses and deposits 2,493  –  2,493  Other current assets 2,678  (2,678) (7) –  Total current assets 26,969  17,573  44,542  Deferred tax asset –  29,528  (2) 29,528  Property and equipment, net 80,130  –  80,130  Operating lease right-of-use assets, net 116,362  –  116,362  Note receivable from related party 5,258  (5,258) (6) –  Other assets 77  –  77  Goodwill 9,360  –  9,360  Intangible assets, net 6,463  –  6,463  Total assets $ 244,619  $ 41,843  $ 286,462  LIABILITIES, TEMPORARY EQUITY AND MEMBERS’ DEFICIT, NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable 6,961  –  6,961  Accrued expenses 6,813  (2,678) (7) 4,135  Accrued payroll and benefits 6,024  –  6,024  Deferred compensation 7,512  (7,512) (1) –  Gift card and loyalty program liability 1,072  –  1,072  Current portion of long-term debt 1,085  790  (1) 1,875  Current portion of operating lease liabilities 7,615  –  7,615  Total current liabilities 37,082  (9,400) 27,682  Long-term debt, net of current portion 105,295  (58,170) (1) 47,125  Operating lease liabilities, net of current portion 124,877  –  124,877  Tax receivable agreement liability –  18,540  (2) 18,540  Total liabilities 267,254  (49,030) 218,224  Commitments and Contingencies Temporary equity Preferred units: Series A-1 (2,000,000 units authorized; 1,468,058 issued and outstanding as of June 30, 2025) 223,541  (223,541) (1)(3) –  Series A-2 (900,000 a

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 Document J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Jefferies LLC 520 Madison Avenue New York, New York 10022 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Robert W. Baird & Co. Incorporated 777 E. Wisconsin Avenue Milwaukee, Wisconsin 53202 VIA EDGAR September 9, 2025 Securities and Exchange Commission (the “SEC”) 100 F Street, N.E. Washington, D.C. 20549 Re: Black Rock Coffee Bar, Inc. (the “Company”) Registration Statement on Form S-1 Filed August 18, 2025, as amended File No. 333-289685 Ladies and Gentlemen: As representatives of the several underwriters of the Company’s proposed initial public offering of its Class A common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 pm (ET) on September 11, 2025, or as soon thereafter as is practicable, or at such other time thereafter as the Company or its outside counsel, Latham & Watkins LLP, may request by telephone to the staff of the SEC. Pursuant to Rule 460 under the Securities Act of 1933, as amended, please be advised that there has been distributed or will be distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the security as many copies of the Company’s preliminary prospectus dated September 2, 2025 as appears to be reasonable to secure adequate distribution of the preliminary prospectus. The undersigned advise that they have complied with and will continue to comply with, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply with, the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [ Remainder of page intentionally left blank ] Very truly yours, As representatives of the several underwriters J.P. MORGAN SECURITIES LLC By: /s/ Robert Enright Name: Robert Enright Title: Executive Director JEFFERIES LLC By: /s/ Michael Bauer Name: Michael Bauer Title: Managing Director MORGAN STANLEY & CO. LLC By: /s/ Josh Kamboj Name: Josh Kamboj Title: Executive Director ROBERT W. BAIRD & CO. INCORPORATED By: /s/ Christopher Walter Name: Christopher Walter Title: Managing Director, Co-Head of Equity Capital Markets [ Signature Page to Acceleration Request by Underwriters ]

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 Document Black Rock Coffee Bar, Inc. 9170 E. Bahia Drive, Suite 101 Scottsdale, AZ 85260 September 9, 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. 20549-6010 Attention:     Scott Stringer Lyn Shenk Nicholas Nalbantian Donald Field Re: Black Rock Coffee Bar, Inc. Registration Statement on Form S-1, as amended (File No. 333-289685) Request for Acceleration of Effective Date To the addressees set forth above: In accordance with Rule 461 under the Securities Act of 1933, as amended, Black Rock Coffee Bar, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-289685) (as amended, the “ Registration Statement ”). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on September 11, 2025, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Scott W. Westhoff at 312-876-7605. Thank you for your assistance in this matter. [ Signature page follows ] Sincerely, Black Rock Coffee Bar, Inc. By: /s/ Mark Davis Name: Mark Davis Title: Chief Executive Officer and Director cc: 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 Scott W. Westhoff, Latham & Watkins LLP Robert M. Hayward, P.C., Kirkland & Ellis LLP Rachel W. Sheridan, P.C., Kirkland & Ellis LLP

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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 September 9, 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. 1 to Registration Statement on Form S-1 Filed September 2, 2025 File No. 333-289685 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 September 8, 2025 relating to the Company’s Amendment No. 1 to its Registration Statement on Form S-1 filed with the Commission on September 2, 2025 (“ Amendment No. 1 ”). September 9, 2025 2 Concurrently with the submission of this letter, the Company is filing Amendment No. 2 to the Registration Statement on Form S-1 (“ Amendment No. 2 ”) 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 Amendment No. 2 and a copy marked to show all changes from Amendment No. 1. 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.1 to Registration Statement on Form S-1 Unaudited Pro Forma Combined and Consolidated Balance Sheet, page 100 1. Please provide totals of the Class A, B and C common stock outstanding and detail of how the amounts were derived for each column. Response : The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 96, 101, 103 and 105 of Amendment No. 2. ********* 2 September 9, 2025 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

<DOCUMENT>
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<TEXT>
 September 8, 2025

Mark Davis
Chief Executive Officer
Black Rock Coffee Bar, Inc.
9170 E. Bahia Drive
Suite 101
Scottsdale, AZ 85260

 Re: Black Rock Coffee Bar, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed September 2, 2025
 File No. 333-289685
Dear Mark Davis:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our August 6,
2025 letter.

Amendment No.1 to Registration Statement on Form S-1
Unaudited Pro Forma Combined and Consolidated Balance Sheet, page 100

1. Please provide totals of the Class A, B and C common stock outstanding
and detail of
 how the amounts were derived for each column.
 September 8, 2025
Page 2

 Please contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-3680
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ian D. Schuman
</TEXT>
</DOCUMENT>

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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

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<TEXT>
 August 6, 2025

Mark Davis
Chief Executive Officer
Black Rock Coffee Bar, Inc.
9170 E. Bahia Drive
Suite 101
Scottsdale, AZ 85260

 Re: Black Rock Coffee Bar, Inc.
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted July 25, 2025
 CIK No. 0002068577
Dear Mark Davis:

 We have reviewed your amended draft registration statement and have the
following
comment(s).

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our July 10, 2025 letter.

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
 August 6, 2025
Page 2

 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.
 Please contact Scott Stringer at 202-551-3272 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-3680
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ian D. Schuman
</TEXT>
</DOCUMENT>

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<TEXT>
 July 10, 2025

Mark Davis
Chief Executive Officer
Black Rock Coffee Bar, Inc.
9170 E. Bahia Drive
Suite 101
Scottsdale, AZ 85260

 Re: Black Rock Coffee Bar, Inc.
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted June 27, 2025
 CIK No. 0002068577
Dear Mark Davis:

 We have reviewed your amended draft registration statement and have the
following
comment(s).

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our June 13, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Certain Definitions, page 4

1. We note your response to prior comment 4 and reissue in part. We
acknowledge the
 changes made to page 5 in the definition of "TRA Parties." Please
disclose which
 Continuing Equity Owners will be parties to the TRA, rather than
"certain Continuing
 Equity Owners." Given the size of the expected payments, shareholders
should clearly
 understand who is receiving such payments.
 July 10, 2025
Page 2

 Please contact Scott Stringer at 202-551-3272 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-3680
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ian D. Schuman
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Mark Davis
Chief Executive Officer
Black Rock Coffee Bar, Inc.
9170 E. Bahia Drive
Suite 101
Scottsdale, AZ 85260

 Re: Black Rock Coffee Bar, Inc.
 Draft Registration Statement on Form S-1
 Submitted May 19, 2025
 CIK No. 0002068577
Dear Mark Davis:

 We have reviewed your draft registration statement and have the following
comment(s).

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1. We note the disclosure that following the offering, the Co-Founders will
carry a
 majority of the voting power and that the company will be a "controlled
company."
 Please revise the cover page to disclose, if true, that the Co-Founders
will also have
 the ability to determine all matters requiring approval by stockholders.
 June 13, 2025
Page 2
Market and Industry Data, page 2

2. Please file the consent of White Label Strategy LLC as an exhibit to
your registration
 statement or tell us why you do not believe you are required to do so.
Refer to Rule
 436 of the Securities Act of 1933.
Prospectus Summary
Our Company
Rapid Growth, page 8

3. Please revise the graphic on page 8 and elsewhere throughout the filing
as applicable
 to include bar graphs for GAAP measures income from operations and net
loss. Refer
 to Item 10(e)(1)(i)(A) of Regulation S-K and Non-GAAP C&DI 102.10.
Organizational Structure, page 20

4. We note your disclosure that the company will enter into a Tax
Receivable Agreement
 with the TRA Parties, that such agreement will require the company to
make cash
 payments to the TRA Parties in respect of certain tax benefits to which
the
 company may become entitled, and that the company expects that such
payments will
 be substantial. Please revise to discuss the Tax Receivable Agreement in
greater
 detail to include who exactly receives the future tax benefits to
include quantification
 of the allocation of future tax benefits and the potential size of any
payments under
 this agreement.
5. Please include in this section the diagram illustrating the
post-offering structure, as
 you have on page 80.
Risk Factors, page 29

6. We note your disclosure on page 34 that your management team has no or
limited
 experience managing a publicly traded company. Please disclose the risks
associated
 with having relatively limited experience managing a public company.
Risks Related to this Offering and Ownership of Our Class A Common Stock, page
62

7. We note the offering will be conducted through an Up-C structure and the
LLC Units
 held by the Continuing Equity Owners will be exchanged into Class A
common stock,
 Class B common stock, and Class C common stock in the manner described
in your
 prospectus. Please disclose, if material, any economic differences or
potential
 economic differences between the common stock and the LLC Units and the
risks that
 such differences pose to potential investors.
Capitalization, page 85

8. Please revise the amount presented in the total capitalization line item
to exclude the
 amount presented in the cash and cash equivalents line item.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Results of Operations, page 103

9. Please revise to quantify factors to which changes are attributed. For
example, you
 disclose the increase in store revenue was the result of store openings
and increased
 June 13, 2025
Page 3

 sales at existing stores. Please also quantify the extent to which
changes in revenue
 are attributable to changes in prices or to changes in the volume or
amount of goods
 being sold. Refer to Item 303 of Regulation S-K.
Non-GAAP Financial Measures, page 106

10. We note your disclosure of store-level profit. Given the large degree of
support
 activity for your stores at the corporate level and that profits at the
store level would
 not exist without the corporate costs, please revise to disclose that
the measure is
 not indicative of overall results for the company and that store-level
profit does not
 accrue directly to the benefit of shareholders because of
corporate-level expenses
 excluded from the measure.
Liquidity and Capital Resources
Cash Flows, page 111

11. Please revise your discussion and analysis of cash flows to analyze the
underlying
 reasons for material changes, as well as on their reasonably likely
impact on future
 cash flows and cash management decisions. Please note that merely citing
changes in
 results, working capital items, and noncash items reported in the
statement of cash
 flows may not provide a sufficient basis to understand changes in
operating cash
 between periods. Refer to section IV.B and B.1 of SEC Release No.
33-8350 for
 guidance.
Business
How We Fuel Our Story, page 119

12. Please tell us your accounting for team member profit sharing.
Expanding Our Store Footprint in New and Existing Markets, page 126

13. We note your disclosure that the company hopes to "achieve 1,000 stores
by 2035."
 Please revise to balance your long-term growth goals with near-term
growth
 estimates. Please also revise the prospectus throughout accordingly.
Our Thoughtful Sourcing and Roasting Capabilities, page 135

14. We note your disclosure describing the sources of your coffee beans.
Please also
 disclose, here or elsewhere in your registration statement, the sources
and availability
 of your Fuel energy drinks. Refer to Item 101(c)(1)(iii) of Regulation
S-K.
Note 3 - Revenue Recognition, page F-15

15. We note revenues are currently disaggregated by store revenue and other.
Please tell
 us your consideration of further disaggregating revenue, including by
product
 category such as beverage and food. Refer to ASC 606-10-50-5 and ASC
606- 10-55-
 89 through 91. If you believe your current disclosure complies with such
guidance,
 further clarify how your disclosure complies with the requirement in ASC
280-10-50-
 40 to report revenue for each product and service or each group of
similar products
 and services.
 June 13, 2025
Page 4
Note7 - Long-Term Debt, page F-17

16. We note the terms of your credit facility contain covenants and Delaware
law may
 restrict you from paying distributions to Black Rock Coffee Bar, Inc. to
cover income
 taxes, obligations under the Tax Receivable Agreement and other
administrative
 expenses. Please explain to us your consideration of the guidance in
Rule 4-08(e)(3)
 of Regulation S-X requiring the disclosure of the amount of restricted
net assets.
General

17. Please supplementally provide us with copies of all written
communications, as
 defined in Rule 405 under the Securities Act, that you, or anyone
authorized to do so
 on your behalf, present to potential investors in reliance on Section
5(d) of the
 Securities Act, whether or not they retain copies of the communications.
Please
 contact the staff member associated with the review of this filing to
discuss how to
 submit the materials, if any, to us for our review.

 Please contact Scott Stringer at 202-551-3272 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-3680
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ian D. Schuman
</TEXT>
</DOCUMENT>