<SEC-DOCUMENT>0000899243-21-037405.txt : 20210923
<SEC-HEADER>0000899243-21-037405.hdr.sgml : 20210923
<ACCEPTANCE-DATETIME>20210923192720
ACCESSION NUMBER:		0000899243-21-037405
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210923
FILED AS OF DATE:		20210923
DATE AS OF CHANGE:		20210923

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Just Rocks, Inc.
		CENTRAL INDEX KEY:			0001884140
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40836
		FILM NUMBER:		211273584

	BUSINESS ADDRESS:	
		STREET 1:		300 GRANT AVENUE
		STREET 2:		THIRD FLOOR
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94108
		BUSINESS PHONE:		(800) 691-0952

	MAIL ADDRESS:	
		STREET 1:		300 GRANT AVENUE
		STREET 2:		THIRD FLOOR
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94108

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Brilliant Earth Group, Inc.
		CENTRAL INDEX KEY:			0001866757
		STANDARD INDUSTRIAL CLASSIFICATION:	JEWELRY, SILVERWARE & PLATED WARE [3910]
		IRS NUMBER:				871015499
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		300 GRANT AVENUE
		STREET 2:		3RD FLOOR
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94108
		BUSINESS PHONE:		(415) 918-5551

	MAIL ADDRESS:	
		STREET 1:		300 GRANT AVENUE
		STREET 2:		3RD FLOOR
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94108
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-09-23</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001866757</issuerCik>
        <issuerName>Brilliant Earth Group, Inc.</issuerName>
        <issuerTradingSymbol>?BRLT?</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001884140</rptOwnerCik>
            <rptOwnerName>Just Rocks, Inc.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O BRILLIANT EARTH GROUP, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>300 GRANT AVENUE, THIRD FLOOR</rptOwnerStreet2>
            <rptOwnerCity>SAN FRANCISCO</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94108</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class C Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>50232863</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                    <footnoteId id="F2"/>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Common Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F3"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F3"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class D Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>50232863</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                    <footnoteId id="F1"/>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">The Class C Common Stock will automatically convert into one share of Class B Common Stock upon the earlier of (1) the 10-year anniversary of the date of the closing of the Issuer's Initial Public Offering and (2) the date on which the Reporting Person ceases to hold at least 8% of the aggregate number of shares of all classes of the Issuer's Common Stock then outstanding.</footnote>
        <footnote id="F2">Beth Gerstein and Eric Grossberg are the joint shareholders of Just Rocks, Inc. through various trusts for which they are the trustees and have voting and investment power over.</footnote>
        <footnote id="F3">The Common Units may be redeemed by the Reporting Person at any time on or following the closing of the Initial Public Offering for shares of Class D Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class C Common Stock will be forefeited in connection with the redemption. The Common Units have no expiration date.</footnote>
    </footnotes>

    <remarks>Exhibit 24 - Power of Attorney.</remarks>

    <ownerSignature>
        <signatureName>/s/ Jeffrey Kuo as Attorney-in-fact for Eric Grossberg, the President of Just Rocks, Inc.</signatureName>
        <signatureDate>2021-09-23</signatureDate>
    </ownerSignature>
</ownershipDocument>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                                                                      Exhibit 24

                               POWER OF ATTORNEY

        With respect to holdings of and transactions in securities issued by
Omega Therapeutics, Inc. (the "Company"), the undersigned hereby constitutes and
appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

        1.    prepare, execute in the undersigned's name and on the
              undersigned's behalf, and submit to the United States Securities
              and Exchange Commission (the "SEC") a Form ID, including
              amendments thereto, and any other documents necessary or
              appropriate to obtain and/or regenerate codes and passwords
              enabling the undersigned to make electronic filings with the SEC
              of reports required by Section 16(a) of the Securities Exchange
              Act of 1934, as amended, or any rule or regulation of the SEC;

        2.    execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
              accordance with Section 16 of the Securities Exchange Act of 1934,
              as amended, and the rules thereunder;

        3.    do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Form 3, 4, or 5, complete and execute any
              amendment or amendments thereto, and timely file such form with
              the SEC and any stock exchange or similar authority; and

        4.    take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorney-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorney-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorney-in-fact may approve in
              such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 14th day of September, 2021.


                                        JUST ROCKS, INC.

                                        By:   /s/ Eric Grossberg
                                              --------------------------
                                              Name: Eric Grossberg
                                              Title: President


                                  Schedule A

              Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution

Alex Grab
Jeffrey Kuo

</PRE>
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</DOCUMENT>
</SEC-DOCUMENT>
