UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 18, 2023

Westrock Coffee Company 

(Exact Name of Registrant as Specified in Charter)

4009 N. Rodney Parham Rd.

3rd Floor

Little Rock, AR 72212

(Address of Principal Executive Offices, and
Zip Code)

(501) 320-4880 

Registrant’s Telephone Number, Including
Area Code

Not Applicable 

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On July 18, 2023, Westrock Coffee Company, a Delaware corporation (the “Company”), entered into a subscription agreement with the Arkansas Teacher Retirement System (“ARTRS”), pursuant to which the Company and ARTRS agreed that the Company would sell and issue to an affiliate of ARTRS 2.5 million shares (the “Subscription Amount”) of common stock, par value $0.01 per share (the “Common Shares”), of the Company at a purchase price per share of $10.00 for aggregate gross proceeds to the Company of $25 million (such transaction, the “Investment”).

The Investment is subject to customary closing conditions. The Investment is also subject to the potential exercise of preemptive rights (the “BBH Preemptive Rights”) by affiliates of Brown Brothers Harriman & Co. (the “BBH Stockholders”) to subscribe up to their pro-rata ownership of the capital stock of the Company (generally on a fully diluted basis), under the terms of that certain Investor Rights Agreement, dated April 4, 2022 (the “Investor Rights Agreement”), by and among the Company, the BBH Stockholders, and the other parties thereto. Under the terms of the subscription agreement, if the BBH Stockholders exercise the BBH Preemptive Rights, the aggregate offering size will be increased so as to permit ARTRS to subscribe for the Subscription Amount (after giving effect to exercise of the BBH Preemptive Rights).

The issuance of the Common Shares in the Investment is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided by Rule 506(b) of Regulation D promulgated under the Securities Act.

The foregoing description of the BBH Preemptive Rights is not complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement and the amended and restated Investor Rights Agreement, which are included in this current report as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

On July 18, 2023, the Company issued a press release announcing the Investment. A copy of the press release is filed as Exhibit 99.1 hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.