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Subject to Completion Preliminary Prospectus dated July 12, 2021 Securities PROSPECTUS in any state 14,300,000 Shares Class A Common Stock This is Zevia PBC’s initial public offering. We are selling 14,300,000 shares of our Class A common stock. We expect the public offering price to be between $13.00 and $15.00 per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares of our Class A common stock will trade on the New York Stock Exchange under the symbol “ZVIA.” Each share of Class A common stock and Class B common stock will entitle the holder to one vote. The Class B stockholders will hold 43.8% of the combined voting power of our common stock immediately after this offering. See “Organizational Structure.” We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” We elected in March 2021 to be treated as a public benefit corporation under Delaware law. As a public benefit corporation, we are required to balance the pecuniary interests of our stockholders with the best interests of those stakeholders materially affected by our conduct, including particularly those affected by the specific benefit purposes set forth in our certificate of incorporation. Accordingly, our duty to balance a variety of interests may result in actions that do not maximize stockholder value. Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 28 of this prospectus. Per Share Total Initial public offering price ............................................. $ $ Underwriting discount ................................................ $ $ Proceeds to us, before expenses ....................................... $ $ The underwriters may also exercise an option to purchase up to an additional 2,145,000 shares of our Class A common stock from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares of Class A common stock will be ready for delivery on or about July , 2021. Goldman Sachs & Co. LLC BofA Securities Morgan Stanley Stephens Inc. BMO Capital Markets Wells Fargo Securities Telsey Advisory Group Loop Capital Markets Academy Securities AmeriVet Securities Ramirez & Co., Inc. and Exchange Commissionwhere is the effective. offer This or sale prospectus is is not not permitted. an offer to sell these securities and it is not soliciting an offer to buy these securities The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the The date of this prospectus is July , 2021. TABLE OF CONTENTS Page PROSPECTUS SUMMARY ......................................................... 1 RISK FACTORS .................................................................. 28 FORWARD-LOOKING STATEMENTS ................................................ 59 ORGANIZATIONAL STRUCTURE ................................................... 61 USE OF PROCEEDS .............................................................. 71 DIVIDEND POLICY ................................................................ 73 CAPITALIZATION ................................................................. 74 DILUTION ....................................................................... 76 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA ......................................................................... 79 SELECTED HISTORICAL FINANCIAL INFORMATION .................................. 89 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................... 92 LETTER FROM PADDY SPENCE, OUR CHAIR AND CHIEF EXECUTIVE OFFICER ......... 109 BUSINESS ....................................................................... 111 MANAGEMENT ................................................................... 131 EXECUTIVE COMPENSATION ...................................................... 141 PRINCIPAL STOCKHOLDERS ...................................................... 149 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ................... 152 DESCRIPTION OF CAPITAL STOCK ................................................. 162 SHARES ELIGIBLE FOR FUTURE SALE ............................................. 168 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK ...................................................... 170 UNDERWRITING ................................................................. 174 LEGAL MATTERS ................................................................. 180 EXPERTS ....................................................................... 180 WHERE YOU CAN FIND ADDITIONAL INFORMATION .................................. 180 INDEX TO FINANCIAL STATEMENTS ................................................ F-1 Neither we nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell, and seeking offers to buy, Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date. Through and including , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. For investors outside of the United States: We have not and the underwriters have not, done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside of the United States. i GENERAL INFORMATION Unless otherwise indicated or the context otherwise requires, references in this prospectus to (i) “Zevia PBC” refer to Zevia PBC, a Delaware public benefit corporation, the company conducting the offering made pursuant to this prospectus and not to any of its subsidiaries and (ii) the “Company,” “we,” “us,” “our” and “Zevia” refer to Zevia PBC and its consolidated subsidiaries. Zevia PBC was incorporated as a Delaware public benefit corporation on March 23, 2021 and, prior to the consummation of the Reorganization described herein and our initial public offering, did not conduct any activities other than those incidental to our formation and our initial public offering. Basis of Presentation This prospectus includes certain historical financial and other data for Zevia LLC, a Delaware limited liability company. Following this offering, Zevia LLC will be the predecessor of Zevia PBC for financial reporting purposes. Immediately following this offering, Zevia PBC will be a holding company, and its sole material asset will be a controlling equity interest in Zevia LLC. As the sole managing member of Zevia LLC, Zevia PBC will operate and control all of the business and affairs of Zevia LLC and, through Zevia LLC, conduct our business. The Reorganization will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Zevia PBC will recognize the assets and liabilities received in the reorganization at their historical carrying amounts, as reflected in the historical financial statements of Zevia LLC. Zevia PBC will consolidate Zevia LLC in its consolidated financial statements and record a noncontrolling interest related to the Class B units held by the Class B stockholders on its consolidated balance sheet and statement of operations. See “Organizational Structure.” Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. Market and Industry Data Within this prospectus, we reference estimates, projections and other information and statistics regarding the beverages industry, our business and the markets for our products. We have obtained this information and statistics from various independent third-party sources,
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