SUJA LIFE, INC.

S-11 tm2530822-6_s1.htm S-1

As filed with the Securities and Exchange Commission on April 10, 2026

No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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(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)

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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:

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Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

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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.

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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 , 2026

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 shares of its Class A common stock and the selling shareholder identified in this prospectus is offering 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 $ and $ . 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, LP Units representing % 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 LP Units representing % 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 % 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 % 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 35 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 % 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.”

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(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.

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We and the selling shareholder have granted the underwriters an option to purchase up to an additional 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

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In alphabetical order.

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Prospectus dated , 2026.