Basic Stats
| CIK | 1866757 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Brilliant Earth Group, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organi |
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| August 7, 2025 |
Brilliant Earth Reports Strong Q2 Exceeding High End of Net Sales and Profitability Guidance; Announces One-Time Dividend and Distribution Delivered Y/Y Net Sales Growth of 3. |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organiz |
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| June 2, 2025 |
Exhibit 1.01 Brilliant Earth Group, Inc. Conflict Minerals Report This Conflict Minerals Report (“Report”) is submitted by Brilliant Earth Group, Inc. (the “Company” or “Brilliant Earth”) for the reporting period January 1, 2024 to December 31, 2024, pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”). The Rule requires disclosure of certain information when a |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT BRILLIANT EARTH GROUP, INC. (Exact Name of the Registrant as Specified in its Charter) Delaware 001-40836 87-1015499 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.) 300 Grant Avenue, Third Floor, San Francisco, CA |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 13, 2025 |
Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (this “Agreement”) dated and effective as of May 13, 2025, by and among BRILLIANT EARTH, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities party hereto (the “Lenders”) and SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST |
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| May 6, 2025 |
Brilliant Earth Reports First Quarter 2025 Results Delivered Net Sales and Profitability within Guidance Range Drove 12% Y/Y Growth in Total Orders and 13% Y/Y Growth in Repeat Orders Q1 2025 GAAP Diluted EPS of $(0. |
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| May 6, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organizat |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 13, 2025 |
Brilliant Earth Group, Inc. Insider Trading Compliance Policy BRILLIANT EARTH GROUP, INC. INSIDER TRADING COMPLIANCE POLICY Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Violating such laws can undermine investor trust, harm the reputation and in |
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| March 13, 2025 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Brilliant Earth Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A comm |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40836 Bril |
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| March 13, 2025 |
Amendment No. 1 to Tax Receivable Agreement Dated As of September 22, 2021 Amendment No.1 to the Tax Receivable Agreement (the “Agreement”) Dated As of September 22, 2021 By and Among Brilliant Earth Group, Inc., a Delaware corporation (the “Corporation”), Brilliant Earth, LLC, a Delaware limited liability company (the “LLC”), and each of the Members (as defined in the Agreement) March 12, 2025 RE |
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| March 13, 2025 |
As filed with the Securities and Exchange Commission on March 13, 2025 As filed with the Securities and Exchange Commission on March 13, 2025 Registration No. |
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| March 12, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organi |
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| March 12, 2025 |
Brilliant Earth Reports Fourth Quarter and Fiscal Year 2024 Results Delivered Net Sales at High End of Guidance Range Drove 10% Year-Over-Year Total Order Growth in Q4 2024 Exceeded Profitability Expectations and Increased Q4 2024 Gross Margin by 90 bps Year-Over-Year to 59. |
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| November 14, 2024 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d897584dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated November 14, 2024 in connection with their beneficial ownership of Brilliant Earth Group, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G |
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| November 14, 2024 |
EX-99.I 2 d897584dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| November 14, 2024 |
BRLT / Brilliant Earth Group, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A 1 d897584dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 Brilliant Earth Group, Inc (Name of Issuer) Class A Common Stock (Title of Class of Securities) 109504100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| November 8, 2024 |
Exhibit 10.1 1 US-DOCS\141174324.2 BRILLIANT EARTH GROUP, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), entered into effective as of August 25, 2024 (the “Effective Date”), is between Sharon Dziesietnik (“Executive”) and Brilliant Earth Group, Inc., a Delaware corporation (“Group” and, together with any subsidiary or affiliate of Group that employs Executive, the “Company” |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 7, 2024 |
Brilliant Earth Reports Third Quarter 2024 Results Delivered Net Sales Within Guidance Range and Drove 11% Year-Over-Year Repeat Order Growth Increased Third Quarter Gross Margin by 230 bps Year-Over-Year to 60. |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or orga |
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| August 26, 2024 |
Brilliant Earth Promotes Two Key Executives to C-Level Roles August 26, 2024 at 9:00 AM EDT Pamela Catlett named Chief Brand Officer and Sharon Dziesietnik named Chief Operations Officer SAN FRANCISCO, Aug. |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organ |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organi |
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| August 8, 2024 |
Brilliant Earth Reports Second Quarter 2024 Results Increased Total Orders by 3.6% and Repeat Orders by 17% Year-Over-Year Increased Second Quarter 2024 Gross Margin by 320 bps to 60.8% Generated GAAP Diluted EPS of $0.01 and Adjusted Diluted EPS of $0.03 Exceeded Profitability Expectations SAN FRANCISCO, Calif. – August 8, 2024 (GLOBE NEWSWIRE) - Brilliant Earth Group, Inc. (“Brilliant Earth” or |
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| June 14, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organiz |
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| June 12, 2024 |
Sidoti Small Cap Conference June 12, 2024 EXHIBIT 99.1 CONFIDENTIAL This presentation includes forward-looking guidance for certain non-GAAP financial measures, including Adjusted EBITDA. These measures will differ from net income (loss), determined in accordance with GAAP, in ways similar to those described in the reconciliations at the end of this release. We are not able to provide, without unr |
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| June 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organiz |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT BRILLIANT EARTH GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40836 (State or Other Jurisdiction of Incorporation) (Commission File Number) 300 Grant Avenue, Third Floor, San Francisco, CA 94108 (Address of Principal Executive Offices) (Zip Code) (800) 691 |
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| May 31, 2024 |
Exhibit 1.01 Brilliant Earth Group, Inc. Conflict Minerals Report This Conflict Minerals Report (“Report”) is submitted by Brilliant Earth Group, Inc. (the “Company” or “Brilliant Earth”) for the reporting period January 1, 2023 to December 31, 2023, pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”). The Rule requires disclosure of certain information when a |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organizat |
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| May 9, 2024 |
Brilliant Earth Reports First Quarter 2024 Results Increased Total Orders by 13.7% and Repeat Orders by Over 20% Year-Over-Year Increased First Quarter 2024 Gross Margin by 500 bps to 59.9% Generated GAAP Diluted EPS of $0.01 and Adjusted Diluted EPS of $0.03 Exceeded Profitability Expectations Reiterates Fiscal 2024 Guidance SAN FRANCISCO, Calif. – May 9, 2024 (GLOBE NEWSWIRE) - Brilliant Earth G |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40836 Bril |
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| March 28, 2024 |
As filed with the Securities and Exchange Commission on March 28, 2024 As filed with the Securities and Exchange Commission on March 28, 2024 Registration No. |
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| March 28, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation 1 US-DOCS\137849666.22 BRILLIANT EARTH GROUP, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Brilliant Earth Group, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of November 22, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. P |
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| March 28, 2024 |
Exhibit 10.15 [****] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10)(IV). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (this “Agreement”) dated and effective as of February 21, 2024, by and amon |
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| March 28, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Brilliant Earth Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A comm |
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| March 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organi |
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| March 14, 2024 |
Brilliant Earth Reports Fourth Quarter and Fiscal Year 2023 Results Growth Rate Exceeded the Industry by an Estimated 750 bps in 2023 Exceeded Profitability Expectations and Increased 2023 Gross Margin by 430 bps to 57. |
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| February 14, 2024 |
EX-99.I 2 d784115dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 14, 2024 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d784115dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2024 in connection with their beneficial ownership of Brilliant Earth Group, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G |
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| February 14, 2024 |
BRLT / Brilliant Earth Group, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A 1 d784115dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Brilliant Earth Group, Inc (Name of Issuer) Class A Common Stock (Title of Class of Securities) 109504100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 13, 2024 |
BRLT / Brilliant Earth Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Brilliant Earth Group, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 109504100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Sche |
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| February 12, 2024 |
BRLT / Brilliant Earth Group, Inc. / MAINSAIL GP III, LLC - SC 13G/A Passive Investment SC 13G/A 1 d749746dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Brilliant Earth Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 109504100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropria |
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| February 9, 2024 |
BRLT / Brilliant Earth Group, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Brilliant Earth Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 109504100 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or orga |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or orga |
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| November 9, 2023 |
Brilliant Earth Reports Third Quarter 2023 Results Exceeded Profitability Expectations and Increased Order Volume by 17% Generated GAAP Diluted EPS of $0. |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| August 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organi |
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| August 9, 2023 |
Brilliant Earth Reports Second Quarter 2023 Results Generated Record Q2 Orders and Exceeded Profitability Expectations Generated GAAP Diluted EPS of $0. |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organiza |
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| May 12, 2023 |
Exhibit 10.3 BRILLIANT EARTH GROUP, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), entered into effective as of May 10, 2023 (the “Effective Date”), is between Jeffrey Kuo (“Executive”) and Brilliant Earth Group, Inc., a Delaware corporation (“Group” and, together with any subsidiary or affiliate of Group that employs Executive, the “Company”). This Agreement supersedes in |
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| May 12, 2023 |
Exhibit 10.1 BRILLIANT EARTH GROUP, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), entered into effective as of May 10, 2023 (the “Effective Date”), is between Beth Gerstein (“Executive”) and Brilliant Earth Group, Inc., a Delaware corporation (“Group” and, together with any subsidiary or affiliate of Group that employs Executive, the “Company”). This Agreement supersedes i |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 12, 2023 |
Exhibit 10.2 BRILLIANT EARTH GROUP, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), entered into effective as of May 10, 2023 (the “Effective Date”), is between Eric Grossberg (“Executive”) and Brilliant Earth Group, Inc., a Delaware corporation (“Group” and, together with any subsidiary or affiliate of Group that employs Executive, the “Company”). This Agreement supersedes |
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| May 11, 2023 |
Brilliant Earth Reports First Quarter 2023 Results Exceeded High End of Guidance for both Revenue and Adjusted EBITDA Generated GAAP Diluted EPS of $0. |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organiza |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 21, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Brilliant Earth Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A comm |
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| March 21, 2023 |
As filed with the Securities and Exchange Commission on March 21, 2023 As filed with the Securities and Exchange Commission on March 21, 2023 Registration No. |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40836 Bril |
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| March 15, 2023 |
Brilliant Earth Reports Fourth Quarter and Fiscal Year 2022 Results Delivered 15.7% Net Sales Growth for Fiscal Year 2022 Generated Net Income of $19.0 million and Adjusted EBITDA of $39.0 million for Fiscal Year 2022 Generated Q4 GAAP Diluted EPS of $0.05 and Q4 Adjusted Diluted EPS of $0.08 Introduces Fiscal 2023 Outlook SAN FRANCISCO, Calif. – March 15, 2023 (GLOBE NEWSWIRE) - Brilliant Earth G |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organi |
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| February 14, 2023 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d446940dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2023 in connection with their beneficial ownership of Brilliant Earth Group Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G t |
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| February 14, 2023 |
BRLT / Brilliant Earth Group Inc Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) BRILLIANT EARTH GROUP, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 109504100 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to d |
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| February 14, 2023 |
BRLT / Brilliant Earth Group Inc Class A / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment SC 13G 1 d446940dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Brilliant Earth Group Inc (Name of Issuer) Class A Common Stock (Title of Class of Securities) 109504100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 14, 2023 |
EX-99.I 2 d446940dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 13, 2023 |
SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Brilliant Earth Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 109504100 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 10, 2023 |
BRLT / Brilliant Earth Group Inc Class A / Brilliant Earth Group, Inc. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Brilliant Earth Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 109504100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| February 9, 2023 |
BRLT / Brilliant Earth Group Inc Class A / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Brilliant Earth Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 109504100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or org |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 10, 2022 |
Brilliant Earth Reports Outstanding Third Quarter 2022 Results Delivered 17.0% Net Sales Growth Generated Net Income of $5.7 million and Adjusted EBITDA of $10.0 million Generated GAAP Diluted EPS of $0.05 and Adjusted Diluted EPS of $0.07 Updates Fiscal 2022 Revenue Outlook and Expects Adjusted EBITDA within Prior Outlook Range SAN FRANCISCO, Calif. ? November 10, 2022 (GLOBE NEWSWIRE) - Brillian |
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| October 17, 2022 |
Brilliant Earth Group, Inc. 300 Grant Avenue, Third Floor San Francisco, California 94108 Brilliant Earth Group, Inc. 300 Grant Avenue, Third Floor San Francisco, California 94108 October 17, 2022 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Gregory Herbers Re: Brilliant Earth Group, Inc. Registration Statement on Form S-3 (Registration No. 333-26 |
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| October 7, 2022 |
As filed with the Securities and Exchange Commission on October 7, 2022 Table of Contents As filed with the Securities and Exchange Commission on October 7, 2022 Registration No. |
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| October 7, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Brilliant Earth Group, Inc. |
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| October 7, 2022 |
Exhibit 4.4 BRILLIANT EARTH GROUP, INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Esta |
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| August 12, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Brilliant Earth Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A comm |
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| August 12, 2022 |
As filed with the Securities and Exchange Commission on August 11, 2022 As filed with the Securities and Exchange Commission on August 11, 2022 Registration No. |
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| August 12, 2022 |
Exhibit 10.1 NY-2371386.23 [****] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM (601)(B)(5). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of May 24, 2022, among BRILLIANT EARTH, LLC, as the Borrower, THE SEVERAL LENDERS F |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| August 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organ |
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| August 11, 2022 |
Brilliant Earth Reports Outstanding Second Quarter 2022 Results Delivered 17.8% Net Sales Growth Generated Net Income of $3.8 million and Adjusted EBITDA of $9.6 million Generated GAAP Diluted EPS of $0.03 and Adjusted Diluted EPS of $0.06 Reiterates Fiscal 2022 Outlook SAN FRANCISCO, Calif. ? August 11, 2022 (GLOBE NEWSWIRE) - Brilliant Earth Group, Inc. (?Brilliant Earth? or the ?Company?) (Nasd |
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| June 10, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organiza |
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| May 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organiza |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 12, 2022 |
Brilliant Earth Reports Outstanding First Quarter 2022 Results Delivered 41.5% Net Sales Growth Generated Net Income of $3.4 million and Adjusted EBITDA of $8.4 million Generated GAAP Diluted EPS of $0.03 and Adjusted Diluted EPS of $0.05 Updates Fiscal 2022 Outlook SAN FRANCISCO, Calif. ? May 12, 2022 (GLOBE NEWSWIRE) - Brilliant Earth Group, Inc. (?Brilliant Earth? or the ?Company?) (Nasdaq: BRL |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organiza |
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| April 26, 2022 |
DEFA14A 1 defadditionalfilingmateria.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropria |
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| April 26, 2022 |
DEF 14A 1 brltdef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Prelim |
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| March 22, 2022 |
Subsidiaries of Brilliant Earth Group, Inc. Exhibit 21.1 Subsidiaries of Brilliant Earth Group, Inc. Brilliant Earth, LLC State of Formation: Delaware |
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| March 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40836 Bril |
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| March 22, 2022 |
Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK General The following description of the capital stock of Brilliant Earth Group, Inc. (the ?Company,? ?we,? ?us,? and ?our?) and certain provisions of our amended and restated certificate of incorporation (our ?certificate?) and amended and restated bylaws (our ?bylaws?) are summaries and are qualified in their entirety by reference to the full text of our |
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| March 16, 2022 |
Brilliant Earth Reports Outstanding Fourth Quarter and Fiscal Year 2021 Results Delivered 51. |
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| March 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2022 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or organi |
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| February 11, 2022 |
BRLT / Brilliant Earth Group Inc Class A / MAINSAIL GP III, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Brilliant Earth Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 109504100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursu |
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| February 10, 2022 |
BRLT / Brilliant Earth Group Inc Class A / Just Rocks, Inc. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Brilliant Earth Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 109504100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 9, 2022 |
BRLT / Brilliant Earth Group Inc Class A / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Brilliant Earth Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 109504100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b |
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| January 31, 2022 |
BRLT / Brilliant Earth Group Inc Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SC 13G/A 1 BRLTSC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) BRILLIANT EARTH GROUP, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 109504100 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Che |
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| December 3, 2021 |
8-K 1 form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2021 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of |
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| November 12, 2021 |
Brilliant Earth Reports Outstanding Third Quarter 2021 Results Delivered 33% Net Sales Growth Generated Net Income of $4. |
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| November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 87-1015499 (State or other jurisdiction of incorporation or org |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 5, 2021 |
INTEGRATED CORE STRATEGIES (US) LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BRILLIANT EARTH GROUP, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 109504100 (CUSIP Number) SEPTEMBER 27, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
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| September 27, 2021 |
Amended and Restated Certificate of Incorporation of Brilliant Earth Group, Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRILLIANT EARTH GROUP, INC. Brilliant Earth Group, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on June 2, 2021 (the ?Certific |
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| September 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2021 (September 22, 2021) Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40836 81-1015499 (State or other jurisdiction o |
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| September 27, 2021 |
Exhibit 10.6 BRILLIANT EARTH GROUP, INC. September 22, 2021 Eric Grossberg c/o Brilliant Earth Group, Inc. 300 Grant Avenue, Third Floor San Francisco, CA 94108 Re: Amended and Restated Offer Letter Dear Mr. Grossberg: Brilliant Earth Group, Inc. (together with any of its subsidiaries and affiliates as may employ you from time to time, the ?Company?) desires to continue your employment on the term |
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| September 27, 2021 |
Exhibit 10.5 BRILLIANT EARTH GROUP, INC. September 22, 2021 Beth Gerstein c/o Brilliant Earth Group, Inc. 300 Grant Avenue, Third Floor San Francisco, CA 94108 Re: Amended and Restated Offer Letter Dear Ms. Gerstein: Brilliant Earth Group, Inc. (together with any of its subsidiaries and affiliates as may employ you from time to time, the ?Company?) desires to continue your employment on the terms |
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| September 27, 2021 |
Exhibit 10.1 BRILLIANT EARTH, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 22, 2021 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPAN |
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| September 27, 2021 |
Exhibit 10.2 TAX RECEIVABLE AGREEMENT by and among BRILLIANT EARTH GROUP, INC. BRILLIANT EARTH, LLC and THE MEMBERS OF BRILLIANT EARTH, LLC FROM TIME TO TIME PARTY HERETO Dated as September 22, 2021 CONTENTS Page ARTICLE I Definitions 2 Section 1.1. Definitions 2 Section 1.2. Rules of Construction 11 ARTICLE II Determination of Realized Tax Benefit 12 Section 2.1. Basis Adjustments; LLC 754 Electi |
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| September 27, 2021 |
Amended and Restated Bylaws of Brilliant Earth Group, Inc. Exhibit 3.2 Amended and Restated Bylaws of Brilliant Earth Group, Inc. (a Delaware corporation) Table of Contents Page Article I?Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II?Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for Election to the |
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| September 27, 2021 |
EX-10.7 10 d61525dex107.htm EX-10.7 Exhibit 10.7 BRILLIANT EARTH GROUP, INC. September 22, 2021 Jeffrey Kuo c/o Brilliant Earth Group, Inc. 300 Grant Avenue, Third Floor San Francisco, CA 94108 Re: Amended and Restated Offer Letter Dear Mr. Kuo: Brilliant Earth Group, Inc. (together with any of its subsidiaries and affiliates as may employ you from time to time, the “Company”) desires to continue |
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| September 27, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of September 22, 2021 by and among Brilliant Earth Group, Inc., a Delaware corporation (the ?Corporation?), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the ?Holders?). RECITALS WHEREAS, the Corporation is contemplat |
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| September 27, 2021 |
Exhibit 10.4 STOCKHOLDERS AGREEMENT OF BRILLIANT EARTH GROUP, INC. THIS STOCKHOLDERS AGREEMENT, dated as of September 22, 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?), is entered into by and among (i) Brilliant Earth Group, Inc., a Delaware corporation (the ?Corporation?), (ii) Mainsail Partners III |
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| September 24, 2021 |
8,333,333 Shares Brilliant Earth Group, Inc. Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-259164 8,333,333 Shares Brilliant Earth Group, Inc. Class A Common Stock This is an initial public offering of shares of Class A common stock of Brilliant Earth Group, Inc. We are selling 8,333,333 shares of Class A common stock. Prior to this offering, there has been no public market for the Class A common stock. The initial |
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| September 23, 2021 |
Brilliant Earth Group, Inc. 2021 Incentive Award Plan EX-99.1 5 d236309dex991.htm EX-99.1 Exhibit 99.1 BRILLIANT EARTH GROUP, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Pl |
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| September 23, 2021 |
As filed with the Securities and Exchange Commission on September 23, 2021 S-8 1 d236309ds8.htm S-8 As filed with the Securities and Exchange Commission on September 23, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 87-1015499 (State or other jurisdiction of incorp |
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| September 23, 2021 |
Filed Pursuant to Rule 433 under the Securities Act of 1933 Free Writing Prospectus dated September 22, 2021 Relating to Preliminary Prospectus dated September 14, 2021 Registration Statement No. |
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| September 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) Delaware 87-1015499 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification |
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| September 23, 2021 |
Brilliant Earth Group, Inc. 2021 Employee Stock Purchase Plan EX-99.2 6 d236309dex992.htm EX-99.2 Exhibit 99.2 BRILLIANT EARTH GROUP, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company |
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| September 21, 2021 |
As filed with the Securities and Exchange Commission on September 21, 2021 As filed with the Securities and Exchange Commission on September 21, 2021 Registration No. |
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| September 21, 2021 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRILLIANT EARTH GROUP, INC. Brilliant Earth Group, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on June 2, 2021 (the “Certific |
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| September 21, 2021 |
J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 Jefferies LLC 520 Madison Avenue New York, New York 10022 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 September 21, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Stre |
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| September 21, 2021 |
Brilliant Earth Group, Inc. 300 Grant Avenue, Third Floor San Francisco, California 94108 Brilliant Earth Group, Inc. 300 Grant Avenue, Third Floor San Francisco, California 94108 September 21, 2021 VIA EDGAR TRANSMISSION Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Effie Simpson Martin James Geoff Kruczek Jay Ingram Re: Brilliant Earth Group, Inc. Registration Statement on Form S-1 (Registratio |
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| September 21, 2021 |
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 September 21, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Lo |
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| September 14, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 Brilliant Earth Group, Inc. Shares of Class A Common Stock Underwriting Agreement [ ] , 2021 J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC Jefferies LLC Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Credit Suisse Securities (USA) LLC Eleven Madi |
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| September 14, 2021 |
Form of Brilliant Earth, LLC Unit Restriction Agreement (Class M Units). EX-10.9 12 d64351dex109.htm EX-10.9 Exhibit 10.9 UNIT RESTRICTION AGREEMENT This Unit Restriction Agreement is entered into as of <> by and between Brilliant Earth, LLC, a Delaware limited liability company (the “Company”), and <> (the “Employee”). Introduction The Company is issuing to the Employee on the date hereof (the “Effective Date”) xx,xxx Class M Units (collectively, the “Units”), as defi |
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| September 14, 2021 |
EX-4.1 5 d64351dex41.htm EX-4.1 Exhibit 4.1 Exhibit 4.1 -XXX- BRILLIANT EARTH -XX- INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP XXXXXX XX X THIS CERTIFIES THAT SPECIMEN is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A COMMON STOCK, $0.0001 PAR VALUE, OF BRILLIANT EARTH GROUP, INC. transferable on the books of the Corporation by the holder |
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| September 14, 2021 |
Form of Tax Receivable Agreement, to be effective upon the consummation of the Transactions. Exhibit 10.5 TAX RECEIVABLE AGREEMENT by and among BRILLIANT EARTH GROUP, INC. BRILLIANT EARTH, LLC and THE MEMBERS OF BRILLIANT EARTH, LLC FROM TIME TO TIME PARTY HERETO Dated as [ ● ], 2021 CONTENTS Page ARTICLE I Definitions 2 Section 1.1. Definitions 2 Section 1.2. Rules of Construction 11 ARTICLE II Determination of Realized Tax Benefit 12 Section 2.1. Basis Adjustments; LLC 754 Election 12 S |
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| September 14, 2021 |
Form of Offer Letter, by and between Brilliant Earth Group, Inc. and Jeffrey Kuo. Exhibit 10.18 BRILLIANT EARTH GROUP, INC. [DATE] Jeffrey Kuo c/o Brilliant Earth Group, Inc. 26 O’Farrell Street 10th Floor San Francisco, CA 94108 Re: Amended and Restated Offer Letter Dear Mr. Kuo: Brilliant Earth Group, Inc. (together with any of its subsidiaries and affiliates as may employ you from time to time, the “Company”) desires to continue your employment on the terms set forth in this |
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| September 14, 2021 |
EX-10.12 15 d64351dex1012.htm EX-10.12 Exhibit 10.12 BRILLIANT EARTH GROUP, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Brilliant Earth Group, Inc., a Delaware corporation, (the “Company”), pursuant to its 2021 Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock un |
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| September 14, 2021 |
Exhibit 10.11 BRILLIANT EARTH GROUP, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Brilliant Earth Group, Inc., a Delaware corporation, (the “Company”), pursuant to its 2021 Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Common Stock (the “Shares |
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| September 14, 2021 |
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 September 14, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Lo |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 S-1/A 1 d64351ds1a.htm AMENDMENT NO. 1 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. 333- 259164 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRILLIANT EARTH GROUP, INC. (Exact name of registrant as specified in i |
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| September 14, 2021 |
Exhibit 3.4 Amended and Restated Bylaws of Brilliant Earth Group, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting. 2 2.5 Notice of Nominations for Election to |
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| September 14, 2021 |
Form of Registration Rights Agreement, to be effective upon the consummation of the Transactions. Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of [ ? ], 2021 by and among Brilliant Earth Group, Inc., a Delaware corporation (the ?Corporation?), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the ?Holders?). RECITALS WHEREAS, the Corporation is contemplating an |
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| September 14, 2021 |
Form of Indemnification Agreement Exhibit 10.15 BRILLIANT EARTH GROUP, INC. INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of [ 🌑 ], 20[ 🌑 ] by and between Brilliant Earth Group, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any |
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| September 14, 2021 |
Non-Employee Director Compensation Program. Exhibit 10.14 BRILLIANT EARTH GROUP, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Brilliant Earth Group, Inc. (the ?Company?) Non-Employee Director Compensation Program (this ?Program?) has been adopted under the Company?s 2021 Incentive Award Plan (the ?Plan?) and shall be effective upon the closing of the Company?s initial public offering of its common stock (the ?IPO?). Capitalized term |
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| September 14, 2021 |
Form of Offer Letter, by and between Brilliant Earth Group, Inc. and Eric Grossberg. EX-10.17 20 d64351dex1017.htm EX-10.17 Exhibit 10.17 BRILLIANT EARTH GROUP, INC. [DATE] Eric Grossberg c/o Brilliant Earth Group, Inc. 26 O’Farrell Street 10th Floor San Francisco, CA 94108 Re: Amended and Restated Offer Letter Dear Mr. Grossberg: Brilliant Earth Group, Inc. (together with any of its subsidiaries and affiliates as may employ you from time to time, the “Company”) desires to continu |
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| September 14, 2021 |
Form of Offer Letter, by and between Brilliant Earth Group, Inc. and Beth Gerstein. EX-10.16 19 d64351dex1016.htm EX-10.16 Exhibit 10.16 BRILLIANT EARTH GROUP, INC. [DATE] Beth Gerstein c/o Brilliant Earth Group, Inc. 26 O’Farrell Street 10th Floor San Francisco, CA 94108 Re: Amended and Restated Offer Letter Dear Ms. Gerstein: Brilliant Earth Group, Inc. (together with any of its subsidiaries and affiliates as may employ you from time to time, the “Company”) desires to continue |
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| September 14, 2021 |
EX-10.13 16 d64351dex1013.htm EX-10.13 Exhibit 10.13 BRILLIANT EARTH GROUP, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Comp |
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| September 14, 2021 |
EX-10.4 7 d64351dex104.htm EX-10.4 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Exhibit 10.4 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is |
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| September 14, 2021 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRILLIANT EARTH GROUP, INC. Brilliant Earth Group, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on June 2, 2021 (the “Certific |
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| September 14, 2021 |
Form of Stockholders Agreement, to be effective upon the consummation of the Transactions. Exhibit 10.7 STOCKHOLDERS AGREEMENT OF BRILLIANT EARTH GROUP, INC. THIS STOCKHOLDERS AGREEMENT, dated as of [ ? ], 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?), is entered into by and among (i) Brilliant Earth Group, Inc., a Delaware corporation (the ?Corporation?), (ii) Mainsail Partners III L.P., a |
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| September 14, 2021 |
Exhibit 10.6 BRILLIANT EARTH, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ • ], 2021 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTER |
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| September 14, 2021 |
Exhibit 10.10 BRILLIANT EARTH GROUP, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan, the following words and phrases |
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| August 30, 2021 |
EX-10.3 6 d64351dex103.htm EX-10.3 Exhibit 10.3 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) i |
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| August 30, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF BRILLIANT EARTH GROUP, INC. FIRST: The name of the corporation is: Brilliant Earth Group, Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service C |
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| August 30, 2021 |
Bylaws of Brilliant Earth Group, Inc., as in effect prior to the consummation of the Transactions. Exhibit 3.3 BYLAWS OF BRILLIANT EARTH GROUP, INC. (a Delaware corporation) Adopted on June 2, 2021 TABLE OF CONTENTS Page ARTICLE I. IDENTIFICATION; OFFICES 1 SECTION 1. NAME 1 SECTION 2. PRINCIPAL AND BUSINESS OFFICES 1 SECTION 3. REGISTERED AGENT AND OFFICE 1 SECTION 4. CORPORATE RECORDS 1 ARTICLE II. STOCKHOLDERS 1 SECTION 1. ANNUAL MEETING 1 SECTION 2. SPECIAL MEETING 1 SECTION 3. PLACE OF STO |
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| August 30, 2021 |
Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this ?Agreement?) |
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| August 30, 2021 |
Exhibit 10.2 F1RST AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?) is dated as of December 17, 2020, by and among BRILLIANT EARTH, LLC, a Delaware limited liability company (?Borrower Representative?), the lenders party hereto (?Lenders?, and each, a ?Lender?), constituting the Required Lenders, and RUNWAY GROWTH CREDIT FUND INC., as |
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| August 30, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on August 30, 2021 Registration No. |
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| August 30, 2021 |
EX-21.1 7 d64351dex211.htm EX-21.1 Exhibit 21.1 Legal Name Jurisdiction of Incorporation Brilliant Earth, LLC Delaware |
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| August 10, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 10, 2021 as Amendment No. |
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| July 16, 2021 |
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 July 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Ang |
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| July 16, 2021 |
DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on July 16, 2021 as Amendment No. 1 to the initial confidential submission Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Submission on FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRILLIANT EARTH GROUP, INC. ( |
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| June 11, 2021 |
140 Scott Drive Menlo Park, California 94025-1008 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES June 11, 2021 Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tokyo Washingt |
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| June 11, 2021 |
As confidentially submitted to the Securities and Exchange Commission on June 11, 2021 DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 11, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Submission on FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRILLIANT EARTH GROUP, INC. (Exact name of registrant as specified in its charter) Delawa |
