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As filed with the Securities and Exchange Commission on November 8, 2021

Registration No. 333-        

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

European Wax Center, Inc.

(Exact name of registrant as specified in its charter)

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5830 Granite Parkway, 3rd Floor

Plano, Texas 75024

(469) 264-8123

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gavin O’Connor

Chief Legal Officer and Chief Human Resources Officer

5830 Granite Parkway, 3rd Floor

Plano, Texas 75024

(469) 264-8123

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Subject to Completion, Dated November 8, 2021

        5,216,977 Shares

European Wax Center, Inc.

Class A Common Stock

European Wax Center, Inc. is offering 2,365,360 shares of Class A common stock to be sold in the offering and we will use all of the net proceeds we receive in this offering to purchase an equivalent number of non-voting common units of EWC Ventures, LLC and corresponding shares of our Class B common stock from certain of our equityholders at a net price per unit and share equal to the price per share paid by the underwriters in this offering.  The selling stockholders identified in this prospectus are offering an additional 2,851,617 shares of Class A common stock. We will not receive any of the proceeds from the sale of our Class A common stock offered by the selling stockholders.

Our Class A common stock is listed on the Nasdaq Global Select Market (the “Exchange”) under the symbol “EWCZ.” The last reported sale price of our common stock on November 5, 2021 was $30.85 per share.

We are an “emerging growth company” as defined under the U.S. federal securities laws and, and as such may elect to comply with certain reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” that are described on page 20 of this prospectus.

Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory body 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.

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We and the selling stockholders have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase up to 782,547 additional shares of our Class A common stock at the public offering price, less underwriting discounts and commissions. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders pursuant to this option to purchase additional shares.

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The underwriters expect to deliver the shares against payment on or about           , 2021.

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Prospectus dated                 , 2021.

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None of us, the selling stockholders or the underwriters have authorized anyone to provide you with information that is different from that contained in this prospectus and any free writing prospectus we have prepared. We, the selling stockholders 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, the selling stockholders and the underwriters are offering to sell shares of Class A common stock, and seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and future growth prospects may have changed since those dates.

For investors outside the United States: none of us, the selling stockholders or the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside of the United States.

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INDUSTRY AND MARKET DATA

We include in this prospectus statements regarding factors that have impacted our industry. Such statements are statements of belief and are based on industry data and forecasts that we have obtained from internal company surveys, publicly available information, industry publications and surveys and third-party studies. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such information. Certain market, ranking and industry data included elsewhere in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including our services relative to our competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the market in which we operate, as well as information obtained from internal company surveys, industry publications and surveys, third-party studies and other publicly available information related to the market in which we operate. Estimates relating to the size of our addressable market included elsewhere in this prospectus based upon internal data tracking customer spending habits and customer surveys may be limited by the population and sample size studied. Unless otherwise noted, all of our market share and market position information presented in this prospectus is an approximation based on management’s knowledge. In addition, while we believe that the industry information included herein is generally reliable, such information is inherently imprecise. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors” in this prospectus.

TRADEMARKS

This prospectus contains references to our trademarks and service marks and to those belonging to other entities, including EUROPEAN WAX CENTER, EWC, STRUT, WAX PASS and COMFORT WAX. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the^® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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PROSPECTUS SUMMARY

This summary highlights selected information about us and this offering but does not contain all of the information that you should consider before investing in our Class A common stock. Before making an investment decision, you should read this entire prospectus carefully, including the discussion under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical and pro forma consolidated financial statements and related notes thereto contained elsewhere in this prospectus. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” for more information.

Unless we state otherwise or the context otherwise requires, all information in this prospectus gives effect to the Reorganization Transactions described under “— The Reorganization Transactions” below. Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,” “European Wax Center” and the “Company” refer to European Wax Center, Inc., a Delaware corporation, and its consolidated subsidiaries after giving effect to the Reorganization Transactions. “EWC Ventures” refers to EWC Ventures, LLC, a Delaware limited liability company, our accounting predecessor and a consolidated subsidiary of ours following the Reorganization Transactions.

Inspiring Confidence

We revolutionized the market for out-of-home (“OOH”) hair removal services by creating the first professionalized model exclusively focused on providing high-quality waxing experiences for guests. We take wax-based hair removal seriously because waxing is an integral part of our guests’ recurring personal-care and beauty regimens, and our guests trust us to give them an unparalleled experience. Our waxing services provide an efficient and relatively painless means of removing unwanted hair from our guests’ bodies and faces. Our mission is to ensure that every guest who walks through our doors leaves feeling unapologetically confident. A 15-minute appointment at one of our centers can transform someone’s mood, someone’s day—even their perception of themselves.

Our culture is built on four core values, creating an environment that unleashes the power of our associates to be their authentic selves and builds trust amongst our guests:

Our operating philosophy focuses on the 360-degree guest experience, ensuring that every time a guest visits one of our European Wax Centers, they “walk in and strut out”.

Our guest obsession combined with the simplicity and scale of our asset-light franchise platform enables us to deliver millions of trusted, efficacious, and accessible waxing services each year.

European Wax Center: “Experts in Wax and Champions of Confidence”

We are the largest and fastest-growing franchisor and operator of OOH waxing services in the United States by number of centers and system-wide sales. We delivered over 21 million waxing services in 2019 and over 13 million waxing services in 2020, generating $687 million and $469 million of system-wide sales, respectively, across our highly-franchised network. We have a leading portfolio of centers operating in 833 locations across 44 states as of September 25, 2021. Of these locations, 828 are franchised centers operated by franchisees and five are corporate-owned centers.

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The European Wax Center brand is trusted, efficacious and accessible. Our culture is obsessed with our guest experience and we deliver a superior guest experience relative to smaller chains and independent salons. We offer guests high-quality, hygienic waxing services administered by our licensed, EWC-trained estheticians (our “wax specialists”), at our accessible and welcoming locations (our “centers”). Our technology-enabled guest interface simplifies and streamlines the guest experience with automated appointment scheduling and remote check-in capabilities, ensuring guest visits are convenient, hassle-free, and consistent across our network of centers. Our well-known, pre-paid Wax Pass program makes payment easy and convenient, fostering loyalty and return visits. Guests view us as a non-discretionary part of their personal-care and beauty regimens, providing us with a highly predictable and growing recurring revenue model.

Our asset-light franchise platform delivers capital-efficient growth, significant cash flow generation, and resilience through economic cycles. Our centers are 99% owned and operated by our franchisees who benefit from superior unit-level economics, with mature centers generating annual cash-on-cash returns in excess of 60%. The highly consistent and recurring demand for our services and the competitive advantages provided by our scale have resulted in ten consecutive years of same-store sales and system-wide sales growth through 2019 as illustrated by the following graphs. We believe we can nearly quadruple our center count within the next 15 years to over 3,000 locations in the United States.

ANNUAL SAME-STORE SALES GROWTH

ANNUAL SYSTEM-WIDE SALES GROWTH

($ in millions)

In partnership with our franchisees, we fiercely protect our points of differentiation that attract new guests, build meaningful relationships and promote lasting retention. We are so confident in our ability to delight that we have always offered all of our guests their first wax free.

Hair removal solutions are consistently in demand, given the recurring nature of hair growth. The OOH waxing market is the fastest-growing hair removal solution in the United States, defined by a total addressable domestic market of $18 billion with annualized growth that is approximately twice as high as other hair removal alternatives. European Wax Center is the category-defining brand within this rapidly growing market and became so by professionalizing a highly fragmented sector where service consistency, hygiene, and customer trust were not historically offered. We are approximately seven times larger than the next largest waxing-focused competitor by center count and approximately ten times larger by system-wide sales. Our unmatched scale enables us to drive broader brand awareness, ensures our licensed wax specialists are universally trained at the highest standards, and drives consistent financial performance across each center.

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Under the stewardship of our CEO, David Berg, and the other management team members, we have prioritized building a culture of performance, success, and inclusivity. Additionally, we have intensified our focus on enhancing the guest experience and have invested significantly in our corporate infrastructure and marketing capabilities to continue our track record of sustainable growth. The foundation for our next chapter of growth is firmly in place.

Our Recent Financial Performance

Financial Performance in 2019

During 2019, we administered more than 21 million services and grew our center count to 750. We generated $687 million of system-wide sales and $154 million of net revenue. Net loss was $24 million and Adjusted EBITDA was $34 million in 2019.

Performance in 2020 and During the COVID-19 Pandemic

In January and February 2020, our performance continued with the same momentum experienced in 2019, with same-store sales growth of 11.1% and 10.8%, compared to the prior year periods. At the onset of the pandemic in March 2020, however, all of our centers temporarily closed due to the implementation of certain mandated closure requirements across the United States. In response to the pandemic, our management team developed and executed a detailed response plan focused on raising our already industry-leading hygiene standards and ensuring the safety of our guests, franchisees and associates.

By May 2020, our centers began to re-open as local health and safety guidance allowed and we saw an immediate rebound in performance. While the trajectory of our same-store sales performance fluctuated during the second half of 2020 in conjunction with state-specific loosening or tightening of COVID-19 restrictions in response to subsequent waves of COVID-19, our overall recovery demonstrates our guests consistently wanted to get back to their regular waxing routines at European Wax Center. By March 2021, nearly all of our nationwide network had re-opened and we were generating system-wide sales of approximately 101% of what they had been in March 2019 suggesting a nearly complete rebound from COVID-19 impacted performance in 2020. Of our 750 centers in 2019, none were forced to close as a result of the COVID-19 pandemic. Further, of our 52 new gross center openings in 2020, 87% of the openings came from our existing franchise base, reinforcing our network’s belief in the stability and future success of our brand. During 2020, despite the challenges from COVID-19, our platform delivered strong growth in new centers as well as resilience in revenues and profit margins. All corporate-owned centers had re-opened as of December 26, 2020.

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The following graph illustrates system-wide sales for the periods presented relative to the same period in 2019.

MONTHLY SYSTEM-WIDE SALES RELATIVE TO 2019⁽¹⁾

Performance during the 39 weeks ended September 25, 2021

As conditions resulting from the COVID-19 pandemic continued to improve, our platform delivered growth in revenue and profitability, as well as an increase in new centers during the first 39 weeks of 2021. As of September 25, 2021, all of our centers had reopened, and we expect that our financial results will continue to strengthen as COVID-related capacity restrictions were lifted subsequent to September 25, 2021 and guests are able to return to our centers at full capacity levels.

Our Growing Market Opportunity

Hair removal is an integral and recurring part of the personal-care and beauty regimens for most women and many men in the United States, and hair removal solutions are consistently in demand, given the recurring nature of hair growth. Consumers employ both at-home treatments as well as various OOH services for their hair removal needs, and consumers frequently find that at-home solutions are less effective, messier, more painful, and more time-consuming than OOH services administered by highly-trained specialists. OOH services include waxing, laser hair removal, sugaring, and threading. OOH laser hair removal is a semi-permanent solution that is significantly more expensive than OOH waxing and presents potential safety risks. Based on customer surveys, we believe that approximately 40% of consumers in the hair removal market would not consider laser hair removal services and 50% of consumers who have tried laser hair removal have stopped because it is too expensive. Sugaring and threading are both less effective options than OOH waxing and have not been widely adopted among consumers.

We estimate that our $18 billion total addressable domestic market includes approximately 69 million U.S. adults who are currently waxing or are interested in waxing. The OOH waxing market, in which European Wax Center competes, is the fastest growing hair removal alternative and grew at an estimated CAGR of 8% between 2015 and 2019, compared to 3% for the total hair removal market. Growth in OOH waxing is fueled by secular trends including:

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Although European Wax Center currently represents only 4% of our addressable market, we estimate we are approximately seven times larger than our closest waxing-focused competitor within OOH waxing by center count and approximately ten times larger by system-wide sales. Our market remains highly fragmented, with more than 10,000 independent waxing-focused operators that lack scale and almost 100,000 beauty salons that only provide waxing as a small part of their broader service offering. For many beauty salons and other similar operators, waxing is not their core competency, with services frequently provided in “backrooms” and without significant investment in the overall experience. This fragmentation results in a marketplace characterized by inconsistent quality, lack of technological accessibility and scheduling, and one-time transactional services that fail to instill customer trust and engagement. European Wax Center’s singular focus on waxing services and unmatched scale allow us to capitalize on this opportunity.

Our Differentiated Brand Experience

We believe our approach to OOH waxing has revolutionized the category. Our brand experience is differentiated because we are:

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Our Competitive Strengths

We attribute our success to the following strengths that we believe provide us with a competitive advantage in our industry:

Trusted National Brand that Inspires Confidence

We believe revealing beautiful skin is the first step to revealing one’s best self, and our brand stands for delivering unapologetic confidence to our guests. Waxing is an intimate experience, and our guests seek a dependable, safe, and clean setting with a professional wax specialist they trust. Our unmatched scale provides us with a nationwide footprint to serve our loyal guest base wherever they may be. Our singular commitment to delivering best-in-class service is reinforced by our marketing efforts driving national brand awareness and consideration. We are so confident in our ability to delight that we have always offered all our guests their first wax free.

Committed Franchisees Achieving Attractive and Predictable Unit-Level Economics

Our simple, yet difficult to replicate, operating model translates into an attractive return on our franchisees’ invested capital. Our high-quality franchisee base consists of 255 franchisees as of September 25, 2021, with 162 franchisees operating multiple European Wax Center locations. Our centers require a modest upfront investment cost, then rapidly achieve profitability and generate superior unit-level economics. A European Wax Center location typically reaches maturity in year five of operation, at which point a center generates on average $1.0 million in revenue and annual cash-on-cash returns in excess of 60%. We generate revenue from our franchisees through the sale of branded products as well as the payment of ongoing fees, including royalty and marketing fund contributions, which are determined by the service sales of each center. For the year ended December 26, 2020, we received revenue from our franchisees as follows: $57.0 million, or 58%, of our revenue came from product sales, $25.7 million, or 26%, of our revenue through franchisee royalty payments, $13.5 million, or 14%, of our revenue through marketing fund contributions, and $2.9 million, or 3%, of our revenue came from other sources. Our remaining revenue for the year ended December 26, 2020 was generated from corporate-owned centers.

Our centers experience a highly predictable maturation curve that is consistent across cohorts and geographies, providing our franchisees with a high degree of confidence in realizing attractive returns. We believe our value proposition has created a franchisee base that is committed to growing with our brand, with more than 79% of new centers opened in 2019 and 87% of new centers opened in 2020 coming from existing franchisees. The following graph shows the average unit volume (“AUV”) of our centers for the cohorts presented.

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AUV consists of the average annual sales of all centers that have been open for a trailing 52-week period or longer. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

AUV PERFORMANCE BY CENTER COHORT (2010 - 2019)⁽¹⁾

(in thousands)

Recurring Nature of Services Combined with Scaled Footprint and Consistent Demand Drives Revenue Predictability

Hair removal is an integral part of the personal-care and beauty regimens for most women and many men in the United States. Given the recurring nature of hair growth, hair removal solutions are regularly in demand and our guests trust European Wax Center to meet their routine hair removal needs. Our national scale and exclusive focus on wax-based hair removal enables us to provide a highly consistent waxing experience across each of our centers. The reliability of our guest experience ensures consistent demand for our services, which drives uniform unit-level economics for our franchisees which in turn drives revenue predictability for European Wax Center. We further facilitate repeat visits through the use of our pre-paid Wax Pass program, which we believe promotes meaningfully higher guest retention rates.

Asset-Light Franchise Platform with Resilient Free Cash Flow Generation

Our asset-light franchise platform delivers capital-efficient growth, significant cash flow, and resilience through economic cycles. Our franchisees have benefited from strong organic tailwinds with our network delivering ten consecutive years of positive same-store sales growth through 2019. Due to the impacts of COVID-19, including the temporary closure of all of our centers, our networks experienced the first year of negative same- store sales growth in 2020, but we do not expect this to continue into 2021. In addition, given our low capital expenditures and working capital needs, we are able to drive strong free cash flow generation throughout economic cycles. In 2020, for example, through disciplined cost management, our business remained profitable on an EBITDA basis and sustained strong EBITDA margins despite the decline in system-wide sales driven by the COVID-19 pandemic. Our ability to drive robust financial performance through 2020 is a testament to the resilience of our platform, which enables us to invest in technology and digital enablement, training programs, and marketing initiatives. This is a key differentiator of our scaled platform relative to independent operators in our market, and a significant reason why we believe we are the franchisor of choice in OOH waxing.

Experienced and Passionate Management Team Investing in the Next Phase of Our Growth

We are led by a best-in-class management team and our culture of performance, success and inclusivity is established by our CEO David Berg, who previously served as the CEO of Carlson Hospitality and has extensive retail, hospitality and franchising experience. Since

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joining us in 2018, Mr. Berg has led the acceleration of our center growth, the expansion of our franchisee network and our heightened cultural obsession with guest satisfaction.

The other members of our leadership team, including COO David Willis and CFO Jennifer Vanderveldt, have been assembled at European Wax Center from senior positions at leading organizations including Dunkin’ Brands, Michael’s, Sally Beauty, Luxottica, Jamba Juice, Petco, and American Eagle Outfitters. Our team has encouraged investment in tech-forward systems and corporate infrastructure to support the anticipated continued growth of our network. We believe our guests and franchisees are better connected with one another as a result of our scale advantages and we are only in the early innings of truly unlocking the potential of our unique platform.

Our Growth Strategies

We intend to deliver sustainable growth in revenue and profitability by executing on the following basic strategies:

Grow Our National Footprint Across New and Existing Markets

We believe our franchisees’ track record of successfully opening new centers and consistently generating attractive unit-level economics validates our strategy to expand our footprint and grow our capacity to serve more guests. We currently anticipate opening 55 to 60 net centers in 2021, including 52 net centers we have opened as of September 25, 2021, which is supported by existing commitments to open new centers and our development pipeline, which includes more than 200 open licenses as of September 25, 2021, as well as our aspiration to grow between 7% to 10% of our center count each year. Our center count grew 6% and 5% during fiscal year 2020 and fiscal year 2019, respectively, and has grown every year since 2010, as shown in the graph below. Our thoughtful approach to growth ensures each center is appropriately staffed with the high-quality team and licensed, highly trained wax specialists that our brand has been known for since our initial opening.

HISTORICAL CENTER COUNT

We believe up to 10% of local independent salons will permanently close due to the impact of COVID-19, thereby allowing us to pick up additional market share in key markets where we are focused on growth. None of our existing markets are fully penetrated, and we believe we have a significant whitespace opportunity of approximately 3,000 locations for our standard center format across the United States. Moreover, approximately 75% of our whitespace opportunity is in markets where we already have a presence today, which provides us with a high degree of confidence for the likely receptivity and success of new openings. Beyond our immediate whitespace, we believe we have incremental opportunity to expand center growth and product distribution into alternative center formats, non-traditional locations, and international markets.

By employing insights gathered from our guest database, combined with internal analysis and external research, we can target the best markets and locations for footprint expansion. Our new centers require a modest upfront investment and follow a highly predictable maturation curve across cohorts and geographies, providing us and our franchisees with a high degree of visibility into the embedded earnings potential of newly opened centers. Historically, our centers reach maturity after five years, and as of December 26, 2020, 62% of our centers were mature. On a system-wide basis, our average mature center generates $1.0 million in AUV and $0.2 million in EBITDA in its fifth year.

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Continue to Grow Our Brand Awareness and Accelerate Our Guest Acquisition

We believe that influential consumer trends will continue to expand the market for OOH waxing and that the OOH market will continue to take share from alternative hair removal solutions. Although our brand is nationally recognized, there are still significant opportunities to further drive brand awareness to attract new guests while increasing engagement of existing guests through increased visit frequency and spend. According to BrandIndex, our national unaided brand recognition is only 8%, providing us with significant opportunity to drive top-of-mind consideration and purchase behavior.

To drive brand awareness with all consumers, we employ several strategies, including:

Additionally, we believe there is a specific opportunity to drive brand awareness amongst males, representing 5% of our total guests today compared to approximately 20% of the total addressable market. We believe there has been a significant increase in male interest in OOH waxing over the past five years. We intend to increase our share of male guests, with specific male-focused marketing collateral and service offerings.

Employ Strategies to Continue Driving Same-Store Sales Growth

We are continuously employing strategies to increase guest visit frequency and drive higher guest spend with the aim of accelerating our same-store sales growth, including:

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Expand Our Profit Margins and Generate Robust Free Cash Flow

We believe our straightforward asset-light franchise platform and our proven track record of increasing profitability will continue to drive EBITDA margin accretion and free cash flow generation as we expand our national footprint. We have invested in building our scalable support infrastructure, and we currently have the capabilities and systems in place to drive revenue growth and profitability across our existing and planned franchise centers. Given our unmatched scale within the OOH waxing market, we can procure the highest quality products and supplies used to administer our services at lower prices than smaller independent providers of the same services. We expect to generate operating leverage given our fixed corporate cost structure, and we expect that incremental leverage, combined with our low capital expenditure and working capital needs, will allow us to generate improved operating margins and robust free cash flow.

Risk Factors Summary

Participating in this offering involves substantial risk. Our ability to execute our strategy also is subject to certain risks. The risks described under the heading “Risk Factors” immediately following this summary may cause us not to realize the full benefits of our competitive strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges and risks we face include the following:

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Implications of being an Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or “JOBS Act”. As an “emerging growth company,” we may take advantage of specified reduced reporting and other requirements that are otherwise applicable to public companies. These provisions include, among other things:

We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an “emerging growth company.” We will cease to be an “emerging growth company” at the earliest of (i) when we have $1.07 billion or more in “total annual gross revenues” during our most recently completed fiscal year, (ii) when we become a “large accelerated filer” with a market capitalization of $700 million or more or (iii) as of any date on which we have issued more than $1.0 billion in non-convertible debt over the three-year period prior to such date. We have elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an “emerging growth company” or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. For risks related to our status as an emerging growth company, see “Risk Factors—Risks Relating to this Offering and Our Class A Common Stock—We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.”

Our Sponsor

General Atlantic is a leading global growth equity firm providing capital and strategic support for growth companies. Drawing from more than 40 years of experience investing in over 400 global growth companies, General Atlantic partners with entrepreneurs and management teams who are building leading, high-growth businesses. As of June 30, 2021, the firm had approximately $78 billion in assets under management and focuses on investments across five sectors, including consumer, financial services, healthcare, life sciences and technology.

Following the consummation of this offering, the General Atlantic Equityholders, which are comprised of affiliates and managed accounts of General Atlantic, will control approximately 44.7% of the combined voting power of our outstanding common stock (or 43.5% if the underwriters exercise their option to purchase additional shares in full). We are party to a stockholders agreement (the “Stockholders Agreement”) that provides the General Atlantic Equityholders with the right to nominate a specified number of our directors and certain consent rights, in each case subject to specified ownership thresholds. See “Principal and Selling Stockholders.”

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Because the General Atlantic Equityholders will no longer control more than 50% of the combined voting power of our outstanding common stock, we will cease to be a “controlled company” under the corporate governance rules for Exchange-listed companies. As a result, we will need to comply with certain corporate governance requirements after completion of this offering.

The Reorganization Transactions

Former Structure

Prior to our initial public offering, all of EWC Ventures’ outstanding equity interests, consisting of its Class A Units, Class B Units, Class C Units and Class D Units, were owned by the following persons, to whom we refer collectively as the “EWC Ventures Pre-IPO Members”:

Current Structure

In connection with our initial public offering, we completed an internal reorganization, which we refer to as the “Reorganization Transactions.” In connection with the Reorganization Transactions and the pricing of the initial public offering, the following transactions occurred:

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We issued 9,829,204 shares of our Class A common stock to the purchasers in our initial public offering in exchange for net proceeds of approximately $155.4 million, after deducting underwriting discounts and commissions and prior to paying any offering expenses. After the completion of the initial public offering, we (i) contributed a portion of the net proceeds from the initial public offering to EWC Ventures in exchange for EWC Ventures Units and cause such contributed amounts, together with cash on hand and $180.0 million of term loan proceeds under the New Senior Secured Credit Facility (as defined below), which were used by EWC Ventures to purchase EWC Ventures Units from certain EWC Ventures Post-IPO Members and employees in satisfaction of the Class C Deferred Payment Obligations (as defined below), to repay all of our outstanding term and revolving loans under our Previous Senior Secured Credit Facility (as defined below) and to pay fees and expenses related to the refinancing, as well as other corporate expenses, and (ii) used the remaining proceeds to purchase EWC Ventures Units and corresponding shares of our Class B common stock from certain of the EWC Ventures Post-IPO Members, including the General Atlantic Post-IPO Members.

As used in this prospectus, the “Transactions” means (i) the Reorganization Transactions, (ii) the consummation of the initial public offering and use of proceeds therefrom and (iii) the entry into our New Senior Secured Credit Facility and the use of proceeds therefrom.

Because we manage and operate the business and control the strategic decisions and day-to-day operations of EWC Ventures, as its sole managing member, and also have a substantial financial interest in EWC Ventures, we consolidate the financial results of EWC Ventures, and a portion of our net income (loss) is allocated to the noncontrolling interest to reflect the entitlement of the EWC Ventures Post-IPO Members to a portion of EWC Ventures’ net income (loss).

We entered into a tax receivable agreement (the “Tax Receivable Agreement”) with the EWC Ventures Pre-IPO Members that provides for the payment by us to the EWC Ventures Pre-IPO Members of 85% of the benefits, if any, that we realize, or are deemed to realize (calculated using certain assumptions), as a result of (i) increases in our allocable share of certain existing tax basis of the tangible and intangible assets of EWC Ventures and adjustments to the tax basis of the tangible and intangible assets of EWC Ventures, in each case as a result of (a) the purchases of EWC Ventures Units (along with the corresponding shares of our Class B common stock) from certain of the EWC Ventures Post-IPO Members using a portion of the net proceeds from the initial public offering, this offering or in any future offering or (b) Share Exchanges and Cash Exchanges by the EWC Ventures Pre-IPO Members (or their transferees or other assignees) in connection with or after the initial public offering, (ii) our utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies’ allocable share of certain existing tax basis of the tangible and intangible assets of EWC Ventures) and (iii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. There is significant existing tax basis in the assets of EWC Ventures as a result of the prior acquisition of interests in EWC Ventures by the General Atlantic Equityholders, and subsequent redemptions, exchanges, or purchases

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of EWC Ventures Units (in connection with or after the initial public offering and including this offering) are expected to result in increases in the tax basis of the assets of EWC Ventures. The existing tax basis, increases in existing tax basis and tax basis adjustments generated over time may increase (for tax purposes) the depreciation and amortization deductions available to us and, therefore, may reduce the amount of U.S. federal, state and local tax that we would otherwise be required to pay in the future. Actual tax benefits realized by us may differ from tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. This payment obligation is an obligation of European Wax Center and not of EWC Ventures. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

See “Our Organizational Structure” for further details.

The following diagram depicts our organizational structure as of September 25, 2021 after giving effect to this offering. This chart is provided for illustrative purposes only and does not purport to represent all legal entities within our organizational structure:

Corporate Information

European Wax Center, Inc. was formed as a Delaware corporation on April 1, 2021. Our corporate headquarters are located at 5830 Granite Parkway, 3rd Floor, Plano, Texas 75024, and our telephone number is 469-264-8123. Our website address is www.waxcenter.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

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The Offering

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Except as otherwise indicated, all of the information in this prospectus:

Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data

The following table sets forth certain summary historical consolidated financial and other data of EWC Ventures and European Wax Center, Inc. for the periods presented. European Wax Center, Inc. was formed as a Delaware corporation on April 1, 2021 and, prior to the consummation of the Reorganization Transactions and initial public offering, did not conduct any activities other than those related to the Reorganization Transactions and initial public offering.

Upon the consummation of the Reorganization Transactions, we became the sole managing member of EWC Ventures. Because we now manage and operate the business and control the strategic decisions and day to day operations of EWC Ventures and also have a substantial financial interest in EWC Ventures, we consolidate the financial results of EWC Ventures.

The summary historical consolidated financial and other data presented below as of and for the years ended December 26, 2020 and December 28, 2019 have been derived from EWC Ventures’ audited financial statements included elsewhere in this prospectus. The summary historical consolidated financial and other data as of September 25, 2021 and for the thirty-nine weeks ended September 25, 2021 and September 26, 2020 have been derived from our unaudited financial statements included elsewhere in this prospectus and which, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods. Our financial statements reflect, for periods prior August 4, 2021 (the period

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prior to completion of the Reorganization Transactions), the operations of EWC Ventures and its consolidated subsidiaries. On or after August 4, 2021, our financial statements reflect the operations of European Wax Center, Inc. and its consolidated subsidiaries (including EWC Ventures). The summary unaudited pro forma consolidated statements of operations data of European Wax Center, Inc. for the year ended December 26, 2020 give effect to the Transactions and this offering as if each had occurred on December 29, 2019 (the first day of Fiscal 2020).

The unaudited pro forma condensed consolidated financial information includes various estimates that are subject to material change and may not be indicative of what our operations or financial position would have been had the Transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Consolidated Financial Information” for more information.

The summary historical and pro forma consolidated financial and other data presented below do not purport to be indicative of the results that can be expected for any future period and should be read together with “Capitalization,” “Unaudited Pro Forma Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and EWC Ventures’ audited consolidated financial statements and related notes thereto included elsewhere in this prospectus.

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