Black Rock Coffee Bar, Inc. Announces Change of Independent Auditor

Key Points

• Dismissal of KPMG LLP: On March 12, 2026, Black Rock Coffee Bar, Inc. (“the Company”) announced that its Audit Committee approved the dismissal of KPMG LLP as its independent registered public accounting firm, effective immediately. KPMG was subsequently notified of this dismissal.
• Appointment of Deloitte & Touche LLP: The Audit Committee approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the new independent registered public accounting firm for the fiscal year ending December 31, 2026, also effective immediately.
• KPMG’s Audit Reports: KPMG’s reports on the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 did not contain adverse opinions, disclaimers of opinion, or qualifications/modifications related to uncertainty, audit scope, or accounting principles.
• No Disagreements or Reportable Events: During the relevant periods, the Company and KPMG did not have any disagreements on accounting principles, practices, financial statement disclosure, or auditing scope or procedure that would have required disclosure. However, KPMG identified material weaknesses in the Company’s internal control for the year ended December 31, 2024, specifically regarding segregation of duties and lease recognition controls.
• Internal Control Weaknesses: The material weaknesses discussed are:
  • Lack of segregation of duties surrounding journal entries, with insufficient compensating controls for review and approval by independent users.
  • Ineffective controls over the identification and accurate initial recognition of leases.

  These were previously disclosed in the Company’s final prospectus dated September 15, 2025.

• KPMG Letter Filed: KPMG provided a letter to the SEC stating their agreement with the Company’s statements in the Form 8-K, except regarding the Audit Committee’s approval of their dismissal and certain statements in the fifth paragraph of the filing.
• No Prior Consultation with Deloitte: Neither the Company nor anyone acting on its behalf consulted with Deloitte regarding any accounting principles, auditing matters, or potential audit opinions prior to Deloitte’s appointment.
• Exhibit Filed: The Company filed KPMG’s letter (Exhibit 16.1) dated March 13, 2026 as part of this Form 8-K.

Important Shareholder Considerations

• Potential Share Price Sensitivity: The change in auditor, especially given the disclosure of material control weaknesses in prior periods, may be viewed as significant by investors and analysts. Such weaknesses, if unresolved, can impact investor confidence in the accuracy of the Company’s financial reporting.
• Emerging Growth Company Status: The Company is classified as an emerging growth company under SEC rules, which may allow for certain reduced reporting requirements and extended transition periods for new accounting standards. However, Black Rock Coffee Bar, Inc. has elected not to use the extended transition period for complying with new or revised financial accounting standards.
• NASDAQ Listing: The Company’s Class A common stock (\$0.00001 par value per share) trades under the symbol BRCB on the NASDAQ exchange.
• Material Weaknesses: The existence of material weaknesses in internal controls is a critical issue for shareholders. The Company and its previous auditor discussed these weaknesses; the new auditor, Deloitte, will likely focus on remediation efforts in their upcoming audit. Persistent internal control weaknesses can pose risks related to financial reporting reliability and may attract regulatory scrutiny.
• Corporate Governance: The Audit Committee’s active role in auditor selection and internal control discussions is a positive sign of oversight, but shareholders should monitor further disclosures on remediation of the identified weaknesses.

Additional Details

• Business Address: 9170 E. Bahia Drive, Suite 101, Scottsdale, AZ 85260
• Registrant’s Telephone: (458) 256-9668
• SEC File Number: 001-42844
• Fiscal Year End: December 31
• Industry Classification: Retail – Eating & Drinking Places (SIC 5810)

Potential Impact on Share Price

The change of auditor, especially in the context of previously identified material weaknesses in internal controls, is a noteworthy event for investors. Such changes can signal either a proactive improvement in governance or underlying concerns. The appointment of Deloitte, a major global audit firm, may be viewed positively if it leads to remediation of control issues and enhanced financial reporting quality. However, until these weaknesses are addressed, there is potential for increased scrutiny and volatility in the Company’s share price.

Conclusion

Shareholders should closely follow upcoming filings by Black Rock Coffee Bar, Inc. for updates on internal control remediation, audit outcomes, and any further disclosures related to financial reporting. The Company’s designation as an emerging growth company and its decision not to use extended transition periods is also relevant for assessing future reporting and compliance changes.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions. The information is based on publicly filed SEC documents and may be subject to further updates or clarifications.

View Black Rock Coffee Bar, Inc. Historical chart here