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  4. [D] Vita Coco Company, Inc. SEC Filing

Vita Coco Company, Inc. (COCO) buys Copra in $140mm cash deal plus earnout

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

Vita Coco Company, Inc., a Delaware corporation with annual revenues marked as over $100,000,000, filed a notice of an exempt equity offering under Rule 506(b) of Regulation D. The offering is a new notice dated 22 July 2026, following the completion of a business combination.

On 22 July 2026, Vita Coco acquired Copra Inc. via a merger with Pinkco Inc. for roughly $140 million cash, 467,071 common shares, and an additional $45–$100 million in earnout consideration as defined in a Merger Agreement. Total securities sold in the exempt offering are $34,997,630, with up to $100,000,000 remaining to be sold. No finders’ fees are reported.

Positive

  • None.

Negative

  • None.
Revenue range Over $100,000,000 Issuer size based on revenue range
Cash portion of Copra acquisition $140mm Rough cash consideration paid for Copra Inc. via merger
Stock consideration 467,071 common shares Shares issued in Copra Inc. merger
Earnout range $45mm–$100mm Contingent earnout consideration under the Merger Agreement
Total amount sold $34,997,630 Equity sold in exempt offering
Total remaining to be sold $100,000,000 Remaining capacity in exempt offering
Finders’ fees $0 Reported finders’ fees for the offering
Date of first sale 2026-07-22 First sale date for the exempt offering
Form D regulatory
"FORM D Notice of Exempt Offering of Securities"
Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.
Rule 506(b) regulatory
"Federal Exemption(s) and Exclusion(s) Claimed X | Rule 506(b)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
earnout consideration financial
"the right to receive $45mm-$100mm in earnout consideration"
Earnout consideration is the portion of a purchase price that one party pays later only if the acquired business meets agreed future targets, like sales or profit goals. Think of it as a performance-linked bonus that shifts some risk from the buyer to the seller; investors watch earnouts because they affect how much value will actually be paid, influence future cash flow, and can change reported earnings or liabilities if targets are missed or met.
Merger Agreement legal
"earnout consideration, calculated and determined in accordance with the Merger Agreement"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
covered securities regulatory
"If the securities that are the subject of this Form D are "covered securities""

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transaction did Vita Coco Company, Inc. (COCO) disclose in this Form D?
Vita Coco Company, Inc. disclosed the acquisition of Copra Inc. via a merger with Pinkco Inc. for ~$140 million cash, 467,071 common shares, and an additional $45–$100 million in earnout consideration under a Merger Agreement.

How large is Vita Coco Company, Inc. (COCO) based on reported revenues?
Vita Coco Company, Inc. reports annual revenue in the category of over $100,000,000. This size classification places the issuer in the highest revenue range disclosed on the notice of exempt offering of securities.

What exemption is Vita Coco Company, Inc. (COCO) using for its securities offering?
The company is relying on Rule 506(b) of Regulation D as the federal exemption. This rule permits certain private offerings to accredited investors without SEC registration, subject to specific conditions and limitations.

How much has Vita Coco Company, Inc. (COCO) sold and how much remains in the exempt offering?
Vita Coco Company, Inc. reports $34,997,630 in total amount sold and $100,000,000 remaining to be sold. These figures relate to the exempt equity offering described in the notice.

What role does earnout consideration play in Vita Coco’s Copra acquisition?
The Merger Agreement includes an earnout right of $45–$100 million as part of aggregate consideration. This contingent payment depends on future conditions calculated and determined under the Merger Agreement’s terms.

Did Vita Coco Company, Inc. (COCO) pay any finders’ fees in this exempt offering?
Vita Coco Company, Inc. reports $0 in finders’ fees. The notice lists no sales commissions or finder’s fee expenses associated with the exempt offering of securities.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001482981
All Market Inc.
All Market, Inc.
Vita Coco Company, Inc.
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Vita Coco Company, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Vita Coco Company, Inc.
Street Address 1 Street Address 2
111 5TH AVENUE 2ND FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NEW YORK 10003 212-206-0763

3. Related Persons

Last Name First Name Middle Name
Kirban Michael
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Roper Martin
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Baker Corey
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Burth Jonathan
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
van Es Charles
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Dozie Aishetu Fatima
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Liran Ira
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Melloul Eric
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Morreau Jane
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Sadowsky Kenneth
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Zupo John
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Broader Shelley
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Prior Jane
Street Address 1 Street Address 2
111 5th Avenue, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10003
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
X Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
X Over $100,000,000 Over $100,000,000
Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-07-22 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
X Yes No

Clarification of Response (if Necessary):

On 7/22/26, the Issuer acquired Copra Inc. via a merger with Pinkco Inc. for roughly $140mm cash, 467,071 common shares, and $45mm - $100mm in earnout consideration per the Merger Agreement.

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $134,997,630 USD
or Indefinite
Total Amount Sold $34,997,630 USD
Total Remaining to be Sold $100,000,000 USD
or Indefinite

Clarification of Response (if Necessary):

Aggregate consideration for the Merger included the right to receive $45mm-$100mm in earnout consideration, calculated and determined in accordance with the Merger Agreement.

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Vita Coco Company, Inc. Martin Roper Martin Roper Chief Executive Officer 2026-08-06

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR