BRCC / BRC Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

e Coffee Company and Matthew Amigh, dated Jun

Exhibit 10.4 June 18, 2025 Dear Mr. Amigh, We are delighted to extend this offer of employment for the position of Chief Financial Officer with Black Rifle Coffee Company (the “Company”). Please review this summary of the terms and conditions for your anticipated employment with us. If you choose to accept this offer, your start date will be July 7, 2025 or another mutually agreed upon date. This

First Amendment to Financing Agreement, dated as of June 9, 2025, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC party thereto, the lenders party thereto from time to time and Blue Torch Finance LLC, as administrative and collateral agent.

Exhibit 10.1 Execution Version FIRST AMENDMENT TO FINANCING AGREEMENT This FIRST AMENDMENT TO FINANCING AGREEMENT, dated as of June 9, 2025 (this “Amendment”), is entered into by and among AUTHENTIC BRANDS LLC, a Delaware limited liability company (the “Parent”), GOOD BEANS LLC, a Delaware limited liability company, and BLACK RIFLE COFFEE COMPANY, LLC, a Delaware limited liability company (each a

Fourth Amendment to Credit Agreement, dated as of June 9, 2025, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC party thereto, the lenders party thereto from time to time and PNC Bank, National Association, as administrative and collateral agent.

Exhibit 10.2 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 9, 2025, is entered into among AUTHENTIC BRANDS LLC, a Delaware limited liability company (“Parent”), BLACK RIFLE COFFEE COMPANY LLC, a Delaware limited liability company (“BRCC”), GOOD BEANS LLC, a Delaware limited liability company (“Good Beans”), FRE

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 ☒ 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 001-41275 BRC

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 BRC Inc. (Exact Na

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 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E

BRC Inc. Reports Second Quarter 2025 Financial Results

Exhibit 99.1 BRC Inc. Reports Second Quarter 2025 Financial Results Financial Highlights •Revenue increased 6.5% compared to Q2 2024, driven primarily by 14.1% growth in wholesale revenue. •In Q2 2025, packaged coffee distribution increased 14.9 percentage points to 56.6% All Commodity Volume ("ACV"), and Ready-to-Drink ("RTD") coffee increased 6.1 points to 53.5% ACV compared to Q2 2024. Black Ri

July 16, 2025

Exhibit 99.1 July 16, 2025 BRC Inc. Announces Proposed Public Offering of Class A Common Stock SALT LAKE CITY-(BUSINESS WIRE)- BRC Inc. (NYSE: BRCC), a Veteran-founded, mission-driven premium beverage company, today announced that it has commenced an underwritten public offering of shares of its Class A Common Stock. In addition, BRCC expects to grant the underwriter a 30-day option to purchase up

July 16, 2025

Exhibit 99.2 July 16, 2025 BRC Inc. Announces Pricing of $35 Million Offering of Class A Common Stock SALT LAKE CITY-(BUSINESS WIRE)- BRC Inc. (NYSE: BRCC), a Veteran-founded, mission-driven premium beverage company, today announced the pricing of an underwritten offering of 28,000,000 shares of Class A Common Stock at a price to the public of $1.25 per share. The gross proceeds from this offering

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 16, 2025 BRC INC. (Exact name o

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 16, 2025 BRC INC.

UNDERWRITING AGREEMENT 28,000,000 Shares Class A Common Stock BRC Inc. UNDERWRITING AGREEMENT July 16, 2025

Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT 28,000,000 Shares Class A Common Stock BRC Inc. UNDERWRITING AGREEMENT July 16, 2025 D.A. DAVIDSON & CO. 8 Third Street North, Davidson Building Great Falls, MT 59401 Ladies and Gentlemen: BRC Inc., a Delaware public benefit corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to

BRC INC. 28,000,000 shares of Class A Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-270727 Prospectus Supplement (To Prospectus dated March 30, 2023)   BRC INC.   28,000,000 shares of Class A Common Stock We are offering 28,000,000 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). Our Class A Common Stock trades on the New York Stock Exchange (the “NYSE”) under the

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buy these

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-270727 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any jurisdiction where such offer or sale is not permitt

Regulation FD Disclosure

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): July 16, 2025 BRC Inc. (Exact name of registrant as specified in its charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Current Report

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 23, 2025 BRC Inc. (Exact name of registrant as specified in its charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (IR

BRC INC. 2,300,100 Shares of Class A Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-270727 Prospectus Supplement (To Prospectus dated March 30, 2023)   BRC INC. 2,300,100 Shares of Class A Common Stock We are offering 2,300,100 shares (the “Shares”) of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), pursuant to this prospectus supplement, the accompanying base prospectus and th

BLACK RIFLE COFFEE APPOINTS MATTHEW AMIGH AS CHIEF FINANCIAL OFFICER

Exhibit 99.1 BLACK RIFLE COFFEE APPOINTS MATTHEW AMIGH AS CHIEF FINANCIAL OFFICER SALT LAKE CITY-(BUSINESS WIRE)- BRC Inc. (NYSE: BRCC), a Veteran-founded, mission-driven premium beverage company, today announced the appointment of Matthew Amigh as Chief Financial Officer, effective July 7, 2025. Mr. Amigh brings more than 25 years of financial, operational, and supply chain leadership across publ

Entry into a Material Definitive Agreement, 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 20, 2025 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Em

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 18, 2025 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Em

Settlement and Release Agreement, dated as of June 20, 2025, between BRC Inc. and Alta Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 20, 2025).

Exhibit 10.1 SETTLEMENT AGREEMENT AND RELEASE THIS SETTLEMENT AGREEMENT AND RELEASE (the “Settlement Agreement and Release”) is made and entered into by and between Alta Partners, LLC (“Plaintiff”) and BRC Inc. (“Defendant”). Plaintiff and Defendant are referred to herein collectively as the “Parties,” and each of them individually as a “Party.” RECITALS WHEREAS, Plaintiff contends that a Warrant

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): May 28, 2025 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Emp

BRC Inc. Reports First Quarter 2025 Financial Results

Exhibit 99.1 BRC Inc. Reports First Quarter 2025 Financial Results Financial Highlights •Black Rifle Energy™ began shipping in late Q4 2024 and reached 21% All Commodity Volume ("ACV") across Food, Drug, Mass ("FDM") and Convenience store retailers within its first three months of retail distribution. •In Q1 2025, packaged coffee distribution increased by 12.2 percentage points to 50.2% ACV and Re

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 5, 2025 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

Letter Agreement, dated as of April 9, 2022, between Chris Clark and Black Rifle Coffee Company LLC.

Exhibit 10.1 04/09/2022 Dear Chris, Evan Hafer and I are delighted to extend this offer of employment for the position of Chief Technology Officer with Black Rifle Coffee Company, LLC (the “Company”). Please review this summary of the terms and conditions for your anticipated employment with us. If you choose to accept this offer, subject to the approvals set forth below, your start date will be m

Letter Agreement, dated as of August 8, 2023, between Chris Clark and Black Rifle Coffee Company LLC.

Exhibit 10.2 August 08, 2023 Dear Chris Clark, We are pleased to offer you an update relating to your compensation with respect to your recent promotion to Chief Technology and Operations Officer at Black Rifle Coffee Company as of approval of this letter by the Compensation Committee of our Board of Directors, expected on our about the date hereof. You will report directly to the President, Chris

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 ☒ 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 001-41275 BRC

Letter Agreement, dated as of September 1, 2021, between Andrew McCormick and Black Rifle Coffee Company LLC.

Exhibit 10.3 9/1/2021 Dear Andrew McCormick, We are delighted to extend this offer of employment for the position of General Counsel & Corporate Secretary with Black Rifle Coffee Company. Please review this summary of the terms and conditions for your anticipated employment with us. If you choose to accept this offer, your start date will be September 20, 2021 or another mutually agreed upon date.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant   ☐ Check the appropriate box: ☐ Preliminary Proxy Statement  ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2))  ☐ Definitive Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2)) ☑ 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): April 11, 2025 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E

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): March 25, 2025 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E

March 2025 Introduction to Black Rifle Coffee Company ENERGY LIFESTYLE COMMUNITY 1 DISCLAIMER Disclaimer This presentation is for informational purposes only. The information contained herein does not purport to be all-inclusive and none of BRC Inc.

Exhibit 99.1 March 2025 Introduction to Black Rifle Coffee Company ENERGY LIFESTYLE COMMUNITY 1 DISCLAIMER Disclaimer This presentation is for informational purposes only. The information contained herein does not purport to be all-inclusive and none of BRC Inc. (“the Company”, “we”, “us” and “our”) or its respective affiliates makes any representation or warranty, express or implied, as to the ac

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 3, 2025 BRC Inc. (Exact Nam

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 3, 2025 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Em

BRC Inc. Reports Fourth Quarter and Fiscal Year 2024 Financial Results

Exhibit 99.1 BRC Inc. Reports Fourth Quarter and Fiscal Year 2024 Financial Results Financial Highlights •Net loss improved to $7.6 million in 2024, a $49.1 million improvement compared to a $56.7 million net loss in 2023. Adjusted EBITDA was $39.3 million in 2024, an increase of $26.5 million from $12.8 million in 2023. •Wholesale revenue grew 8.9% compared to 2023 while consolidated net revenue

nsider Trading Policy

Exhibit 19 INSIDER TRADING POLICY BRC Inc. PURPOSE This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of BRC Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors (the “Board”) has adopted this Policy to promote compliance

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) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o 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 001-412

List of Subsidiaries of the Company.

Exhibit 21 LIST OF SUBSIDIARIES OF REGISTRANT BRC INC. A DELAWARE PUBLIC BENEFIT CORPORATION Subsidiaries Jurisdiction Authentic Brands LLC Delaware Good Beans LLC Delaware Black Rifle Coffee Company LLC Delaware BRCC Operating Company LLC Delaware 1144 SLC LLC Delaware Spencer 355 LLC Delaware 621 Manchester LLC Delaware BRCC Copperfield LLC Delaware BRCC GC LLC Utah Free Range American Media Com

Amendment to By-Laws of the Company (incorporated by reference to Exhibit 3.5 to the Company’s Form 10-K filed on March 3, 2025, with the SEC).

Exhibit 3.5 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF BRC INC. A DELAWARE PUBLIC BENEFIT CORPORATION This Amendment (this “Amendment”) to the Amended and Restated By-Laws (the “By-Laws”) of BRC Inc., a Delaware public benefit corporation (the “Corporation”), is effective as of March 2, 2025 and is made pursuant to Article XII of the By-Laws and Article V of the Amended and Restated Certificate

Black Rifle Coffee Company Announces Long-Range Financial Targets and Reaffirms 2024 Guidance

Exhibit 99.1 Black Rifle Coffee Company Announces Long-Range Financial Targets and Reaffirms 2024 Guidance Salt Lake City, Utah, January 14, 2025 – Black Rifle Coffee Company (NYSE: BRCC) (“Black Rifle” or “the Company”), a veteran-founded premium lifestyle brand and coffee company supporting the service community, will present today at the 27th Annual ICR Conference. The presentation will outline

INTRODUCTIONS Joined in May 2023 as President and CMO and has served as CEO and Director since Jan. 2024 Previously served as Chief Growth Officer at Mars Inc. for 13 years, SVP NA Customer Development, and VP Marketing at Kraft Foods for 12 years Se

Exhibit 99.2 Black Rifle Coffee Company 2025 Investor Presentation - ICR January 14, 2025 ENERGY LIFESTYLE COMMUNITY INTRODUCTIONS Joined in May 2023 as President and CMO and has served as CEO and Director since Jan. 2024 Previously served as Chief Growth Officer at Mars Inc. for 13 years, SVP NA Customer Development, and VP Marketing at Kraft Foods for 12 years Served as a Marine for 5 years, dep

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): January 14, 2025 BRC Inc. (Exact name of registrant as specified in charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Financing Agreement, dated as of December 27, 2024, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC party thereto, the lenders party thereto from time to time and Blue Torch Finance LLC, as administrative and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 31, 2024 with the SEC).

Exhibit 10.2 FINANCING AGREEMENT Dated as of December 27, 2024 by and among GOOD BEANS LLC and BLACK RIFLE COFFEE COMPANY LLC as Borrowers, AUTHENTIC BRANDS LLC, as Parent, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BLUE TORCH FINANCE LLC, as Administrative Agent and Collateral Agent FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 27, 2024 BRC Inc. (Exact name of registrant as specified in charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Third Amendment to Credit Agreement, dated as of December 27, 2024, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC party thereto, the lenders party thereto from time to time and PNC Bank, National Association, as administrative and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 31, 2024 with the SEC).

Exhibit 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 27, 2024, is entered into among AUTHENTIC BRANDS LLC, a Delaware limited liability company (“Parent”), BLACK RIFLE COFFEE COMPANY LLC, a Delaware limited liability company (“BRCC”), GOOD BEANS LLC, a Delaware limited liability company (“Good Beans”), FREE RANGE AMERICA

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December 4, 2024 Ms. Sisi Cheng Ms. Anne McConnell U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: BRC Inc. Form 10-K for the fiscal year ended December 31, 2023 Filed March 6, 2024 Form 8-K Filed November 4, 2024 File No. 001-41275 Dear Ms. Cheng and Ms. McConnell: On behalf of our client, BRC Inc., a De

BRCC / BRC Inc. / DAVIN THOMAS E - SC 13G/A Passive Investment

SC 13G/A 1 ef20038708sc13ga.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) BRC Inc. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 05601U105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the Appropr

BRCC / BRC Inc. / Hafer Evan - SC 13G/A Passive Investment

SC 13G/A 1 ef20038749sc13ga.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)* BRC Inc. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 05601U105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the Approp

BRCC / BRC Inc. / Engaged Capital LLC - AMENDMENT NO. 8 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da80945504811062024.htm AMENDMENT NO. 8 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)1 BRC Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share

BRC Inc. Reports Third Quarter 2024 Financial Results

Exhibit 99.1 BRC Inc. Reports Third Quarter 2024 Financial Results Highlights •Wholesale revenue grew 3.5% compared to Q3 2023 while consolidated net revenue decreased 2.3% in Q3 2024 to $98.2 million. •Adjusted EBITDA of $7.1 million and Net Loss of $1.4 million, an increase of $0.9 million compared to Adjusted EBITDA of $6.2 million in Q3 2023 and an improvement of $9.3 million from Net Loss of

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 4, 2024 BRC Inc. (Exact name of registrant as specified in charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

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 ☒ 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 number 001-41275

BRCC / BRC Inc. / Engaged Capital LLC - AMENDMENT NO. 7 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 BRC Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05601U105 (CUSIP Number) GLENN W. WELLING EN

STOCK PURCHASE AGREEMENT

EX-99.1 2 ex991to13da709455048091624.htm PURCHASE AGREEMENT, DATED SEPTEMBER 13, 2024 Exhibit 99.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT, dated September 13, 2024, is made by and between EKNRH Holdings LLC (“Seller”) and Engaged Capital Flagship Master Fund, LP (“Buyer”). Buyer and Seller are sometimes hereinafter collectively referred to as the “Parties”. WHEREAS, Seller is the l

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 13, 2024 BRC Inc. (Exac

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 13, 2024 BRC Inc. (Exact name of registrant as specified in charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (I

Black Rifle Coffee Company Announces Long-Term Sales and Distribution Agreement with Keurig Dr Pepper for Black Rifle Energy™ Drinks

Exhibit 99.1 Black Rifle Coffee Company Announces Long-Term Sales and Distribution Agreement with Keurig Dr Pepper for Black Rifle Energy™ Drinks Salt Lake City, Utah, September 5, 2024 – Black Rifle Coffee Company (NYSE: BRCC) (“BRCC,” “the company”), a rapidly-growing, mission-driven lifestyle brand and premium coffee company, today unveiled a long-term sales and distribution agreement with Keur

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): September 5, 2024 BRC Inc. (Exact name of registrant as specified in charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K/A filed on August 16, 2024 with the SEC).

Exhibit 3.1 CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRC INC. A DELAWARE PUBLIC BENEFIT CORPORATION BRC Inc., a public benefit corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify, pursuant to Section 103(f) of the General Corporation Law of

Three Months Ended

August 16, 2024 Ms. Sisi Cheng Ms. Anne McConnell U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: BRC Inc. Form 10-K for the fiscal year ended December 31, 2023 Filed March 6, 2024 Form 10-Q for the quarterly period ended March 31, 2024 Filed May 8, 2024 Form 8-K Filed March 6, 2024 File No. 001-41275 Dea

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 16, 2024 (April 30, 2024) BRC Inc. (Exact name of registrant as specified in charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13da609455048080924.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Class A common stock, par value $0.

BRCC / BRC Inc. / Engaged Capital LLC - AMENDMENT NO. 6 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 BRC Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05601U105 (CUSIP Number) GLENN W. WELLING EN

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 ☒ 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 001-41275 BRC

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 7, 2024 BRC Inc. (Exact name of registrant as specified in charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

BRC Inc. Reports Second Quarter 2024 Financial Results

Exhibit 99.1 BRC Inc. Reports Second Quarter 2024 Financial Results Highlights •Announces Q4 launch of Black Rifle Energy™ RTD, offering a clean energy alternative for national distribution in FY25 featuring BRCC's one-of-a-kind designs •Wholesale revenue grew 8% compared to Q2 2023 while net revenue decreased 3% in Q2 2024 to $89.0 million •Adjusted EBITDA of $8.5 million and Net Loss of $1.4 mil

Black Rifle Coffee Company Appoints Clayton Hutmacher and Lawrence “Chip” Molloy to its Board of Directors

Exhibit 99.1 Black Rifle Coffee Company Appoints Clayton Hutmacher and Lawrence “Chip” Molloy to its Board of Directors SALT LAKE CITY, UTAH, June 11, 2024 – Black Rifle Coffee Company (NYSE: BRCC, the “Company”), the rapidly-growing, mission-driven premium coffee company creating long-term shareholder value through innovative brand strategy that elevates the service community, today announced the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 7, 2024 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Emp

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 ☒ 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 001-41275 BRC

BRC Inc. Reports First Quarter 2024 Financial Results

Exhibit 99.1 BRC Inc. Reports First Quarter 2024 Financial Results Highlights •Net Revenue increased 18% in Q1 2024 to $98.4 million, driven by Wholesale growth of 51% compared to Q1 2023 •Net Income of $1.9 million and Adjusted EBITDA of $14.1 million, an increase of $19.2 million and $19.3 million, compared to a Net Loss of $17.3 million and Adjusted EBITDA Loss of $5.2 million compared to Q1 20

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 8, 2024 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, 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): April 30, 2024 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission Fil

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on May 2, 2024 with the SEC).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRC INC. FIRST: The board of directors of the Corporation duly adopted resolutions approving this Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, in accorda

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant   ☐ Check the appropriate box: ☐ Preliminary Proxy Statement  ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2))  ☐ Definitive Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant   ☐ Check the appropriate box: ☐ Preliminary Proxy Statement  ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2))  ☐ Definitive Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2)) ☑ 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant   ☐ Check the appropriate box: ☑ Preliminary Proxy Statement  ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2))  ☐ 

First Amendment to Employment Agreement, dated as of November 6, 2023, between Evan Hafer and Black Rifle Coffee Company LLC.

Exhibit 10.13 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (this “Amendment”), dated as of November 6, 2023, is entered into by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the “Company”), and Evan Hafer (“Executive”). W I T N E S S E T H: WHEREAS, the Company and Executive have previously entered into that certain Employ

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 6, 2024 BRC Inc. (Exact name of registrant as specified in its charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Second Amendment to Credit Agreement, dated January 25, 2024, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC from time to time party thereto, PNC Bank, National Association, as administrative agent and collateral agent, and the lenders from time to time part thereto

Exhibit 10.6 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of January 25, 2024, is entered into among AUTHENTIC BRANDS LLC, a Delaware limited liability company ("Parent"), BLACK RIFLE COFFEE COMPANY LLC, a Delaware limited liability company ("BRCC"), GOOD BEANS LLC, a Delaware limited liability company ("Good Beans"),

BRC Inc. Reports Fourth Quarter 2023 Financial Results

Exhibit 99.1 BRC Inc. Reports Fourth Quarter 2023 Financial Results Financial Highlights •Net Revenue increased 28% in Q4 2023 to $119.7 million, driven by Wholesale growth of 79% versus Q4 of 2022 •Outpaced category growth by over 18x within the FDM coffee category and 4x within RTD category •Profitability sequentially improved in Q4 2023; Adjusted EBITDA of $12.1 million and a Net Loss of $14.0

First Amendment to Credit Agreement, dated November 3, 2023, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC from time to time party thereto, PNC Bank, National Association, as administrative agent and collateral agent, and the lenders from time to time part thereto

Exhibit 10.5 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2023, is entered into among AUTHENTIC BRANDS LLC, a Delaware limited liability company (“Parent”), BLACK RIFLE COFFEE COMPANY LLC, a Delaware limited liability company (“BRCC”), GOOD BEANS LLC, a Delaware limited liability company (“Good Beans”), F

Letter Agreement, dated as of December 22, 2023, between Evan Hafer and

Exhibit 10.14 BRC INC. 1144 S 500 W SALT LAKE CITY, UT 84101 December 22, 2023 Mr. Evan Hafer SUBJECT: FOUNDER AND EXECUTIVE CHAIRMAN COMPENSATION Dear Mr. Hafer: It is with gratitude that we hereby confirm that BRC Inc. ("the Company") is hereby offering you the following compensation in connection with your previously announced transition to Founder and Executive Chairman of the Board of Directo

paration and Release Agreement

Exhibit 10.17 Separation and Release Agreement December 22, 2023 Dear Mr. Davin: As you know, your employment with BRC, Inc, Authentic Brands LLC (“Authentic”) and Black Rifle Coffee Company LLC (“BRCC” and together with Authentic, collectively referred to as the “Company”) will end on December 31, 2023 (the “Separation Date”). You will receive pay for time worked up to and through the Separation

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) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o 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 001-412

List of Subsidiaries of the Company

Exhibit 21.1 LIST OF SUBSIDIARIES OF REGISTRANT BRC INC. A DELAWARE PUBLIC BENEFIT CORPORATION Subsidiaries Jurisdiction Authentic Brands LLC Delaware Good Beans LLC Delaware Black Rifle Coffee Company LLC Delaware BRCC Operating Company LLC Delaware 1144 SLC LLC Delaware Spencer 355 LLC Delaware 621 Manchester LLC Delaware BRCC Copperfield LLC Delaware BRCC GC LLC Utah Free Range American Media C

Incentive Compensation Recoupment Policy of BRC Inc.

Exhibit 97.1 BRC Inc. Incentive Compensation Recovery Policy The Compensation Committee (the “Committee”) of BRC Inc. (the “Company”) is adopting this Incentive Compensation Recovery Policy (this “Policy”) to provide for the recovery of certain incentive compensation in the event of an Accounting Restatement to align with the highest standards of honest and ethical business standards. Statement of

Letter Agreement, dated as of December 22, 2023, between

Exhibit 10.16 BRC INC. 1144 S 500 W SALT LAKE CITY, UT 84101 December 22, 2023 Mr. Christopher Mondzelewski SUBJECT: CEO PROMOTION COMPENSATION Dear Mr. Mondzelewski: It is with great pleasure that I am able to notify you that BRC Inc. ("the Company") is hereby offering you the following compensation in connection with your previously announced promotion to President, CEO and Director, effective J

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 6, 2024 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Em

BRCC / BRC Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0469-brcincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: BRC Inc Class A Title of Class of Securities: Common Stock CUSIP Number: 05601U105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the ru

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): January 8, 2024 BRC Inc. (Exact n

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): January 8, 2024 BRC Inc. (Exact name of registrant as specified in its charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (

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 22, 2023 BRC Inc. (Exact

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 22, 2023 BRC Inc. (Exact name of registrant as specified in its charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number)

BRCC / BRC Inc - Class A / Engaged Capital LLC - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 BRC Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05601U105 (CUSIP Number) GLENN W. WELLING EN

Engagement Letter between Authentic Brands LLC and Berkeley Research Group, LLC regarding Interim CFO services of Mark Weinsten, dated August 8, 2023.

CONFIDENTIAL Via Email Katy Dickson Chairman of the Board Black Rifle Coffee Company 1144 S 500 W Salt Lake City, UT 84101 Re: Black Rifle Coffee Co.

BRC Inc. Reports Third Quarter 2023 Financial Results

Exhibit 99.1 BRC Inc. Reports Third Quarter 2023 Financial Results Financial Highlights •Increased Operational Execution Accelerating Path to Profitability •Net Revenue Increased 33% in Q3 2023 to $100.5 million •Gross Profit Increased 42% •Wholesale Growth of 91% Year over Year •Operating Expenses Drop to 41% of Revenue, compared to 52% in 2022 •Net loss of $10.7 million and Adjusted EBITDA of $6

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 ☒ 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 number 001-41275

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 BRC Inc. (Exact

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 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

Offer Letter for Employment between Black Rifle Coffee Company and Stephen Kadenacy, dated September 6, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on November 9, 2023 with the SEC).

9/6/2023 Dear Stephen Kadenacy, We are delighted to extend this offer of employment for the position of Chief Financial Officer with Black Rifle Coffee Company.

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 19, 2023 BRC Inc. (Exac

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 19, 2023 BRC Inc. (Exact name of registrant as specified in its charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number

Black Rifle Coffee Appoints Stephen Kadenacy as Chief Financial Officer

EX-99.1 Exhibit 99.1 Black Rifle Coffee Appoints Stephen Kadenacy as Chief Financial Officer SALT LAKE CITY – September 11, 2023 – BRC Inc., the parent company of Black Rifle Coffee Company (NYSE: BRCC) (“BRCC” or the “Company”), a rapidly growing and mission-driven coffee company founded to support Veterans, active duty military, and first responders and serve a broad customer base by connecting

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 6, 2023 BRC Inc. (Exact

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 6, 2023 BRC Inc. (Exact name of registrant as specified in its charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number)

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 10, 2023 BRC Inc. (Exact N

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 10, 2023 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission Fi

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 ☒ 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 001-41275 BRC

BRC Inc. Reports Second Quarter 2023 Financial Results Net Revenue Increases 39% in Q2 2023 to $91.9 million, Led by Wholesale Growth of 109% Achieves Positive Adjusted EBITDA for the Second Quarter, Reaffirms Profitability for the Full Year Launches

EX-99.1 Exhibit 99.1 BRC Inc. Reports Second Quarter 2023 Financial Results Net Revenue Increases 39% in Q2 2023 to $91.9 million, Led by Wholesale Growth of 109% Achieves Positive Adjusted EBITDA for the Second Quarter, Reaffirms Profitability for the Full Year Launches Second National Grocery Customer and Two Additional Regional Grocery Chains Refinances Credit Facility Adding Additional Liquidi

Credit Agreement, dated August 10, 2023, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC from time to time part thereto, Whitehawk Capital Partners LP, as administrative agent and collateral agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 10, 2023 with the SEC).

EX-10.2 Exhibit 10.2 Execution Version CREDIT AGREEMENT by and among AUTHENTIC BRANDS LLC AND CERTAIN OF ITS SUBSIDIARIES, JOINTLY AND SEVERALLY, as the “Borrowers”, ANY OTHER CREDIT PARTIES PARTY HERETO FROM TIME TO TIME, THE FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME, as the “Lenders”, and Whitehawk Capital Partners LP, as the “Administrative Agent” August 10, 2023 TABLE OF CONTENTS P

Transition and Separation Agreement, dated April 18, 2023, among the Company, Black Rifle Coffee Company LLC and Heath Nielsen.

Exhibit 10.1 TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (the “Agreement”) is entered into by and between Black Rifle Coffee Company LLC (the “Company”), BRC Inc. (“BRC”) and Heath Nielsen (“Employee”). 1.Separation. (a)The parties acknowledge and agree that Employee’s employment with the Company will terminate on May 5th, 2023 (the “Separation Date”) or if applica

Credit Agreement, dated August 10, 2023, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC from time to time party thereto, PNC Bank, National Association, as administrative agent and collateral agent, and the lenders from time to time part thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 10, 2023 with the SEC).

EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT by and among AUTHENTIC BRANDS LLC AND CERTAIN OF ITS SUBSIDIARIES, JOINTLY AND SEVERALLY, as the “Borrowers”, ANY OTHER CREDIT PARTIES PARTY HERETO FROM TIME TO TIME, THE FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME, as the “Lenders”, and PNC BANK, NATIONAL ASSOCIATION, as the “Administrative Agent” and “Collateral Agent” August 10,

Separation and Release Agreement, dated June 23, 2023, between the Company and Gregory J. Iverson.

Exhibit 10.2 Separation and Release Agreement June 27, 2023 Dear Greg: As you know, you have offered your resignation to end your employment with BRC, Inc, Authentic Brands LLC (“Authentic”) and Black Rifle Coffee Company LLC (“BRCC” and together with Authentic, collectively referred to as the “Company”), and the Company has accepted such resignation. Your employment will end on the earlier of Aug

* * * *

July 31, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

BRCC / BRC Inc - Class A / Engaged Capital LLC - AMENDMENT NO. 4 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 BRC Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05601U105 (CUSIP Number) GLENN W. WELLING EN

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 23, 2023 BRC Inc. (Exact name of registrant as specified in its charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Black Rifle Coffee Announces Executive Leadership Transitions Reaffirms 2023 Full-Year Financial Guidance Provides Additional Detail on Strong Second Quarter 2023 Expected Financial Results

EX-99.1 Exhibit 99.1 Black Rifle Coffee Announces Executive Leadership Transitions Reaffirms 2023 Full-Year Financial Guidance Provides Additional Detail on Strong Second Quarter 2023 Expected Financial Results SALT LAKE CITY – (BUSINESS WIRE) – Black Rifle Coffee (NYSE: BRCC) (“BRCC” or the “Company”), a rapidly growing and mission-driven premium coffee company founded to support veterans, active

*FOIA CONFIDENTIAL TREATMENT REQUESTED BY BRC INC.*

*FOIA CONFIDENTIAL TREATMENT REQUESTED BY BRC INC.* CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THE OMIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o 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 001-41275 BRC Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x 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 o 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 001-41275 BRC

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 2, 2023 BRC Inc. (Exact name

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 2, 2023 BRC Inc. (Exact name of registrant as specified in its charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 31, 2023

May 31, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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 ☒ 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 001-41275 BRC

BRC Inc. Reports First Quarter 2023 Financial Results Net Revenue Increases 27% in Q1 2023 to $83.5 million, Led by Wholesale Growth of 82% Reaffirms 2023 Guidance For Revenue, Gross Margin, and Adjusted EBITDA Appoints Chris Mondzelewski as Chief Ma

Exhibit 99.1 BRC Inc. Reports First Quarter 2023 Financial Results Net Revenue Increases 27% in Q1 2023 to $83.5 million, Led by Wholesale Growth of 82% Reaffirms 2023 Guidance For Revenue, Gross Margin, and Adjusted EBITDA Appoints Chris Mondzelewski as Chief Marketing Officer, Former Chief Growth Officer for Mars' $12B+ Global Petcare Business SALT LAKE CITY, Utah – May 11, 2023 – BRC Inc. (NYSE

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 5, 2023 BRC Inc. (Exact Name

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 5, 2023 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission File N

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): April 18, 2023 BRC Inc. (Exact na

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): April 18, 2023 BRC Inc. (Exact name of registrant as specified in its charter) Delaware 001-41275 87-3277812 (State or other jurisdiction of incorporation) (Commission File Number) (I

Black Rifle Coffee Announces Management Changes Including Appointment of Chris Mondzelewski as Chief Marketing Officer Former Mars executive will build upon Black Rifle Coffee’s strong brand momentum

EX-99.1 “Exhibit 99.1” Black Rifle Coffee Announces Management Changes Including Appointment of Chris Mondzelewski as Chief Marketing Officer Former Mars executive will build upon Black Rifle Coffee’s strong brand momentum SALT LAKE CITY, UT – April 21, 2023 – Black Rifle Coffee Company (NYSE: BRCC) (“BRC” or the “Company”), a rapidly growing and mission-driven premium coffee company founded to su

 Filed pursuant to Rule 424(b)(3)  Registration Statement No. 333-263627

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(3)  Registration Statement No. 333-263627 Prospectus BRC INC. 199,816,902 Shares of Class A Common Stock This prospectus relates to the offer and sale, from time to time and in one or more transaction, by the selling holders identified in the prospectus (the “Selling Holders”) of up to 199,816,902 shares of Class A Common Stock of the Company. This

BRC INC. $500,000,000 Class A Common Stock Preferred Stock Subscription Rights Warrants Units

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(3)  Registration Statement No. 333-270727 Prospectus BRC INC. $500,000,000 Class A Common Stock Preferred Stock Subscription Rights Warrants Units This prospectus relates to the offer and sale by the Company, from time to time and in one or more transactions, of up to $500,000,000 of Class A Common Stock, par value $0.0001 per share (the “Class A Co

BRC Inc. 1144 S. 500 W Salt Lake City, UT 84101 (801) 874-1189

BRC Inc. 1144 S. 500 W Salt Lake City, UT 84101 (801) 874-1189 March 28, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: BRC Inc. (the “Company”) Registration Statement on Form S-3 File No. 333-270727 To whom it may concern: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby respec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) BRC Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

As filed with the Securities and Exchange Commission on March 21, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 21, 2023 No.

As filed with the Securities and Exchange Commission on March 21, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 21, 2023 No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o 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 001-412

d by reference to Exhibit 4.1 to the Company

Exhibit 4.1 SPECIMEN [CLASS A][CLASS B][CLASS C] COMMON STOCK CERTIFICATE NUMBER SHARES BRC INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE [CLASS A][CLASS B][CLASS C] COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF [CLASS A][CLASS B][CLASS C] COMMON STOCK PAR VALUE OF US$0.0001 EACH OF BRC INC., A PUB

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) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o 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 001-412

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 BRC Inc. (Exact Na

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 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission Fil

BRC Inc. Reports Fourth Quarter and Full Year 2022 Financial Results Wholesale Channel Increased 114% to $119 million, Driven by Ready-to-Drink and Entry into Food, Drug and Mass In Less than Six Months, Risen to the #4 Brand in Bagged Coffee at Walm

BRC Inc. Reports Fourth Quarter and Full Year 2022 Financial Results Wholesale Channel Increased 114% to $119 million, Driven by Ready-to-Drink and Entry into Food, Drug and Mass In Less than Six Months, Risen to the #4 Brand in Bagged Coffee at Walmart, representing 22% of 12oz Bagged Coffee Sales Net Revenue Increased 29% in 2022 to $301 million SALT LAKE CITY, Utah – March 15, 2023 – BRC Inc. (

BRCC / BRC Inc - Class A / Hellauer Marianne - SCHEDULE 13G Passive Investment

SC 13G 1 ea173468-13ghellauerbrcinc.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 BRC Inc. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 05601U105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Bo

BRCC / BRC Inc - Class A / MILLER JOHN A - SCHEDULE 13G Passive Investment

SC 13G 1 ea173467-13gmillerbrcinc.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 BRC Inc. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 05601U105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box

BRCC / BRC Inc - Class A / Best Mathew - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 BRC Inc. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 05601U105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedu

BRCC / BRC Inc - Class A / Hafer Evan - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* BRC Inc. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 05601U105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to

BRCC / BRC Inc - Class A / DAVIN THOMAS E - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 BRC Inc. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 05601U105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedu

BRCC / BRC Inc - Class A / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv0449-brcincclassa.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: BRC Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 05601U105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which th

Offer Letter, dated as of December 6, 2022

Exhibit 10.1 12/6/2022 Dear Kristina Braendel, We are delighted to extend this offer of employment for the position of Senior Vice President and Chief Accounting Officer with Black Rifle Coffee Company. Please review this summary of the terms and conditions for your anticipated employment with us. If you choose to accept this offer, your start date will be January 30, 2023 or another mutually agre

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): January 31, 2023 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission F

Severance Agreement, dated as of January 31, 2023, by and between BRC Inc. and Kristina Braendel (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on February 1, 2023 with the SEC).

Exhibit 10.2 Executive Severance and Restrictive Covenant Agreement This Severance and Restrictive Covenant Agreement (“Agreement”), dated as of January 31, 2023, is entered into by and between Black Rifle Coffee Company LLC (the “Company”) and KRISTINA BRAENDEL (the “Employee”). 1. At-Will Employment. Employee’s employment with the Company is on an at-will basis and shall continue until terminate

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): January 9, 2023 BRC Inc. (Exact N

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): January 9, 2023 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission Fi

January 2023ICR CONFERENCE 2023 DISCLAIMERDisclaimer This investor presentation (this “Presentation”) is for informational purposes only. The information contained herein does not purport to be all-inclusive and none of BRC Inc. (“the Company”) or it

EX-99.1 2 tm232680d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 January 2023ICR CONFERENCE 2023 DISCLAIMERDisclaimer This investor presentation (this “Presentation”) is for informational purposes only. The information contained herein does not purport to be all-inclusive and none of BRC Inc. (“the Company”) or its respective affiliates makes any representation or warranty, express or implied, as to the a

Founder Stock Award Agreement, dated as of December 29, 2022, by and between BRC Inc. and Evan Hafer (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on December 30, 2022 with the SEC).

EX-10.3 4 tm2233745d2ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 BRC INC. 2022 OMNIBUS INCENTIVE PLAN FOUNDER STOCK AWARD GRANT NOTICE Pursuant to the terms and conditions of the BRC Inc. 2022 Omnibus Incentive Plan, as amended from time to time (the “Plan”), BRC Inc., a Delaware public benefit corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the numb

Form of Severance and Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 30, 2022 with the SEC).

EX-10.2 3 tm2233745d2ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 [Form of] Executive Severance and Restrictive Covenant Agreement This Severance and Restrictive Covenant Agreement (“Agreement”), dated as of , is entered into by and between Black Rifle Coffee Company LLC (the “Company”) and (the “Employee”). 1.             At-Will Employment. Employee’s employment with the Company is on an at-will basis a

Employment Agreement, dated as of December 29, 2022 between Evan Hafer and Black Rifle Coffee Company LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 30, 2022 with the SEC).

EX-10.1 2 tm2233745d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), dated as of December 29, 2022, is entered into by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the “Company”) and Evan Hafer (the “Executive”). W I T N E S S E T H: WHEREAS, Executive presently serves as Chief Executive Officer of the Comp

Securities Beneficially Owned Prior to This Offering

As Filed Pursuant to Rule 424(b)(3) Registration No. 333-263627 PROSPECTUS SUPPLEMENT NO. 8 To Prospectus Dated May 5, 2022 This prospectus supplement (this ?Supplement No. 8?) is part of the prospectus of BRC Inc. (the ?Company?), dated May 5, 2022 (as previously supplemented, the ?Prospectus?), which forms a part of the Company?s Registration Statement on Form S-1 (Registration No. 333-263627).

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 30, 2022 ( December 29,

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 30, 2022 ( December 29, 2022) BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organ

BRCC / BRC Inc - Class A / Engaged Capital LLC - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 3)1 BRC Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05601U105 (CUSIP Number) GLENN W. WELLING EN

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 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission

The date of this prospectus supplement is November 10, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As Filed Pursuant to Rule 424(b)(3) Registration No. 333-263627 PROSPECTUS SUPPLEMENT NO. 7 To Prospectus Dated May 5, 2022 This prospectus supplement amends and supplements the prospectus dated May 5, 2022, as supplemented or amended from time to time (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (No. 333-263627). This prospectus supplement is being filed to upd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? 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 number 001-41275 BRC Inc. (Exact n

BRC Inc. Reports Third Quarter 2022 Financial Results Net Revenue Increases 26% in Q3 2022 to $75.5 million Wholesale Business Grows 66% with Entry Into Food, Drug, and Mass Channel

Exhibit 99.1 BRC Inc. Reports Third Quarter 2022 Financial Results Net Revenue Increases 26% in Q3 2022 to $75.5 million Wholesale Business Grows 66% with Entry Into Food, Drug, and Mass Channel SALT LAKE CITY, Utah ? November 10, 2022 ? BRC Inc. (NYSE: BRCC), a rapidly growing and mission-driven premium coffee company founded to support veterans, active-duty military, first responders and serve a

Shares of Class A Common Stock(1)

As Filed Pursuant to Rule 424(b)(3) Registration No. 333-263627 PROSPECTUS SUPPLEMENT NO. 6 To Prospectus Dated May 5, 2022 This prospectus supplement (this ?Supplement No. 6?) is part of the prospectus of BRC Inc. (the ?Company?), dated May 5, 2022 (as previously supplemented, the ?Prospectus?), which forms a part of the Company?s Registration Statement on Form S-1 (Registration No. 333-263627).

Offer letter, Grant Notice and Award Agreement, dated as of July 18, 2022, by and among BRC Inc. and Roland Smith.

July 12, 2022 Dear Roland, We are delighted to extend this offer of employment to serve in the position of Executive Chairman of the Board of Directors of BRC Inc.

, 2022, by and among BRC Inc. and Roland Smith (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filled with the SEC on August 11, 2022).

July 12, 2022 Dear Roland, We are delighted to extend this offer of employment to serve in the position of Executive Chairman of the Board of Directors of BRC Inc.

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 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission Fi

BRC Inc. Reports Second Quarter 2022 Financial Results Net Revenue Increases 27% in Q2 2022 to $66 million Raises 2022 Full Year Revenue Outlook to $320M+ Updates 2023 Full Year Revenue Outlook to $500M+

Exhibit 99.1 BRC Inc. Reports Second Quarter 2022 Financial Results Net Revenue Increases 27% in Q2 2022 to $66 million Raises 2022 Full Year Revenue Outlook to $320M+ Updates 2023 Full Year Revenue Outlook to $500M+ SALT LAKE CITY, Utah ? August 11, 2022 ? BRC Inc. (NYSE: BRCC), a rapidly growing and mission-driven premium coffee company founded to support veterans, active-duty military, first re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? 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 001-41275 BRC Inc. (Exact name o

The date of this prospectus supplement is August 11, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As Filed Pursuant to Rule 424(b)(3) Registration No. 333-263627 PROSPECTUS SUPPLEMENT NO. 5 To Prospectus Dated May 5, 2022 This prospectus supplement amends and supplements the prospectus dated May 5, 2022, as supplemented or amended from time to time (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (No. 333-263627). This prospectus supplement is being filed to upd

BRCC / BRC Inc - Class A / Engaged Capital LLC - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 2)1 BRC Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05601U105 (CUSIP Number) GLENN W. WELLING EN

Securities to be Sold in This Offering

As Filed Pursuant to Rule 424(b)(3) Registration No. 333-263627 PROSPECTUS SUPPLEMENT NO. 4 To Prospectus Dated May 5, 2022 This prospectus supplement (this ?Supplement No. 4?) is part of the prospectus of BRC Inc. (the ?Company?), dated May 5, 2022 (as previously supplemented, the ?Prospectus?), which forms a part of the Company?s Registration Statement on Form S-1 (Registration No. 333-263627).

Black Rifle Coffee Company Appoints Roland Smith as Executive Chairman Proven Industry Leader and U.S. Army Veteran Will Support Existing Management Team’s Ongoing Implementation of Omnichannel Growth Strategy

Exhibit 99.1 Black Rifle Coffee Company Appoints Roland Smith as Executive Chairman Proven Industry Leader and U.S. Army Veteran Will Support Existing Management Team?s Ongoing Implementation of Omnichannel Growth Strategy SALT LAKE CITY-(BUSINESS WIRE)-BRC Inc. (NYSE: BRCC) (?Black Rifle Coffee,? ?BRCC? or the ?Company?), a rapidly growing and mission-driven premium coffee company founded to supp

Financial Statements and Exhibits, Other Events

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): July 12, 2022 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission File

The date of this prospectus supplement is June 17, 2022.

As Filed Pursuant to Rule 424(b)(3) Registration No. 333-263627 PROSPECTUS SUPPLEMENT NO. 3 To Prospectus Dated May 5, 2022 This prospectus supplement (this "Supplement No. 3") is part of the prospectus of BRC Inc. (the "Company"), dated May 5, 2022 (as previously supplemented, the "Prospectus"), which forms a part of the Company's Registration Statement on Form S-1 (Registration No. 333-263627).

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 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission File

BRC Inc. Reports First Quarter 2022 Financial Results Net Revenue Increases 35% in Q1 2022 to $66 million More Than Doubles Ready to Drink (RTD) Capacity To Support Demand Solidifies C-Suite with Hiring of Industry Veterans as Chief Retail Officer an

Exhibit 99.1 BRC Inc. Reports First Quarter 2022 Financial Results Net Revenue Increases 35% in Q1 2022 to $66 million More Than Doubles Ready to Drink (RTD) Capacity To Support Demand Solidifies C-Suite with Hiring of Industry Veterans as Chief Retail Officer and Chief Technology Officer SALT LAKE CITY, Utah ? May 12, 2022 ? BRC Inc. (NYSE: BRCC), a rapidly growing and mission-driven premium coff

The date of this prospectus supplement is May 12, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As Filed Pursuant to Rule 424(b)(3) Registration No. 333-263627 PROSPECTUS SUPPLEMENT NO. 2 To Prospectus Dated May 5, 2022 To Prospectus Dated May 5, 2022 This prospectus supplement amends and supplements the prospectus dated May 5, 2022, as supplemented or amended from time to time (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (No. 333-263627). This prospectus

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

The date of this prospectus supplement is May 12, 2022.

As Filed Pursuant to Rule 424(b)(3) Registration No. 333-263627 PROSPECTUS SUPPLEMENT NO. 1 To Prospectus Dated May 5, 2022 This prospectus supplement amends and supplements the prospectus dated May 5, 2022, as supplemented or amended from time to time (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (No. 333-263627). This prospectus supplement is being filed to upd

BRC INC. Primary Offering 17,766,641 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Secondary Offering 203,821,303 Shares of Class A Common Stock 6,266,667 Warrants to Purchase Class A Common Stock

TABLE OF CONTENTS ?Filed pursuant to Rule 424(b)(3)? ?Registration No. 333-263627? Prospectus BRC INC. Primary Offering 17,766,641 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Secondary Offering 203,821,303 Shares of Class A Common Stock 6,266,667 Warrants to Purchase Class A Common Stock ? This prospectus relates to (i) the issuance by us of up to 17,766,641 shares of Cla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 1)1 BRC Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05601U105 (CUSIP Number) GLENN W. WELLING EN

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Class A common stock, par value $0.0001 per share, of BRC Inc., a Delaware public benefit corporati

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 16, 2022, pursuant to the provisions of Rule 12d2-2 (a).

BRC Inc. 1144 S. 500 W Salt Lake City, UT 84101 (801) 874-1189

BRC Inc. 1144 S. 500 W Salt Lake City, UT 84101 (801) 874-1189 May 2, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: BRC Inc. (the ?Company?) Registration Statement on Form S-1 File No. 333-263627 To whom it may concern: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby respectfu

As filed with the Securities and Exchange Commission on April 18, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 18, 2022 Registration No.

Financial Statements and Exhibits, Other Events

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): April 19, 2022 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission Fil

As filed with the Securities and Exchange Commission on April 18, 2022.

As filed with the Securities and Exchange Commission on April 18, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRC INC. (Exact name of registrant as specified in its charter) Delaware 87-3277812 (State or other Jurisdiction of Incorporation Or Organization) (I.R.S. Employer Ident

NOTICE OF “REDEMPTION FAIR MARKET VALUE” TO THE HOLDERS OF BRC INC. WARRANTS (CUSIP 05601U113)

Exhibit 99.2 April 19, 2022 NOTICE OF ?REDEMPTION FAIR MARKET VALUE? TO THE HOLDERS OF BRC INC. WARRANTS (CUSIP 05601U113) Reference is made to that certain Redemption Notice (as defined below) under which BRC Inc. (the ?Company?) committed to provide registered holders of the Company?s Warrants (as defined below) notice of the following information on this date. Background On April 4, 2022, the W

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) BRC Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Cl

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) BRC Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Primary Offering: Fees Pr

BRC Inc. Announces “Redemption Fair Market Value” in Connection With Redemption of its Outstanding Warrants

Exhibit 99.1 BRC Inc. Announces ?Redemption Fair Market Value? in Connection With Redemption of its Outstanding Warrants SALT LAKE CITY-April 19, 2022 (BUSINESS WIRE)- BRC Inc. (the ?Company?) (NYSE: BRCC) today announced the ?Redemption Fair Market Value? in connection with its previously announced redemption of its outstanding Warrants (as defined below). The Redemption Fair Market Value will be

Form of Restricted Stock Unit Agreement.

Exhibit 10.4 [Form Of] BRC INC. 2022 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the BRC Inc. 2022 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), BRC Inc., a Delaware public benefit corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant?) the number of restricted stock units (the

601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800

601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com April 18, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Sergio Chinos and Geoffrey Kruczek Re: BRC Inc. Registration Statement on Form S-1 Filed March 16, 2022 File No. 333-263627 On behalf of our client, BRC Inc. (the ?Compan

Unregistered Sales of Equity Securities

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): April 6, 2022 (April 5, 2022) BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization)

BRC Inc. Announces Redemption of All Outstanding Warrants

Exhibit 99.1 BRC Inc. Announces Redemption of All Outstanding Warrants SALT LAKE CITY-April 4, 2022 (BUSINESS WIRE)- BRC Inc. (the ?Company?) (NYSE: BRCC) today announced that it will redeem all of its outstanding warrants (the ?Warrants?) to purchase shares of the Company?s Class A common stock, par value $0.0001 per share (the ?Class A Common Stock?), that remain outstanding at 5:00 p.m. New Yor

NOTICE OF REDEMPTION OF ALL OUTSTANDING WARRANTS (CUSIP 05601U113)

Exhibit 99.2 April 4, 2022 NOTICE OF REDEMPTION OF ALL OUTSTANDING WARRANTS (CUSIP 05601U113) Dear Warrant Holder, BRC Inc. (the ?Company?) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on May 4, 2022 (the ?Redemption Date?), all of the Company?s outstanding warrants (the ?Warrants?) to purchase shares of the Company?s Class A common stock, par value $0.0001 per share (

Financial Statements and Exhibits, Other Events

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): April 4, 2022 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission File

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 BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organization) (Commission Fil

Restricted Units Agreement, dated as of August 11, 2021, by and between Authentic Brands LLC and Toby Johnson.

? Exhibit 10.15 RESTRICTED UNITS AGREEMENT This Restricted Units Agreement (this ?Agreement?) is effective as of August 11, 2021 (the ?Grant Date?) by and between Authentic Brands LLC, a Delaware limited liability company (the ?Company?), and Toby Johnson (?Recipient?). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below. RECITALS WHEREAS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of the Registrant’s Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.5 to the Company Form 10-K filed on March 16, 2022 with the SEC).

Exhibit 4.5 BRC INC. DESCRIPTION OF SECURITIES The following summary of certain provisions of the securities of BRC Inc. (?we,? ?our? or the ?Company?) does not purport to be complete. You should refer to our Amended and Restated Certificate of Incorporation (the ?Charter?), our Amended and Restated By-Laws (the ?Bylaws?), the warrant agreement between the Company and the transfer agent appointed

Incentive Units Agreement, dated as of September 28, 2018, by and between Authentic Brands LLC and Evan Hafer.

Exhibit 10.11 INCENTIVE UNITS AGREEMENT This Incentive Units Agreement (this ?Agreement?) is effective as of September 28, 2018 (the ?Grant Date?) by and between Authentic Brands LLC, a Delaware limited liability company (the ?Company?), and Evan Hafer (?Recipient?). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below. RECITALS WHEREAS, in

Restricted Units Agreement, dated as of September 13, 2021, by and between Authentic Brands LLC and Andrew McCormick.

? Exhibit 10.16 RESTRICTED UNITS AGREEMENT This Restricted Units Agreement (this ?Agreement?) is effective as of September 13, 2021 (the ?Grant Date?) by and between Authentic Brands LLC, a Delaware limited liability company (the ?Company?), and Andrew McCormick (?Recipient?). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below. RECITALS W

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) BRC Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities ? ? ? ? ? ? ? ? ? ? Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Prima

Employment Agreement, dated as of January 7, 2019, by and between Black Rifle Coffee Company LLC and Tom Davin.

Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is made as of January 7, 2019, by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the ?Company?), and Thomas E. Davin (?Executive?). RECITALS The Company desires to retain Executive, and Executive desires to be so employed by the Company, subject to the terms, conditions and covenants s

Restricted Units Agreement, dated as of September 28, 2018, by and between Authentic Brands LLC and Tom Davin.

Exhibit 10.13 RESTRICTED UNITS AGREEMENT This Restricted Units Agreement (this ?Agreement?) is effective as of September 28, 2018 (the ?Grant Date?) by and between Authentic Brands LLC, a Delaware limited liability company (the ?Company?), and Tom Davin (?Recipient?). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below. RECITALS WHEREAS, i

Employment Agreement, dated as of August 3, 2021, by and between Black Rifle Coffee Company LLC and Toby Johnson.

? Exhibit 10.14 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is made as of August 3, 2021, by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the ?Company?), and Toby Johnson (?Executive?). RECITALS The Company desires to retain Executive, and Executive desires to be so employed by the Company, subject to the terms, conditions and covenants set

Restricted Units Agreement, dated as of August 11, 2021, by and between Authentic Brands LLC and Toby Johnson.

Exhibit 10.15 RESTRICTED UNITS AGREEMENT This Restricted Units Agreement (this ?Agreement?) is effective as of August 11, 2021 (the ?Grant Date?) by and between Authentic Brands LLC, a Delaware limited liability company (the ?Company?), and Toby Johnson (?Recipient?). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below. RECITALS WHEREAS, R

BRC Inc. Reports Fourth Quarter and Full Year 2021 Financial Results Beat Expectations for Net Revenue, Increasing 42% in 2021 to $233 million Increases Full Year 2022 Revenue Outlook to $315 million

Exhibit 99.1 BRC Inc. Reports Fourth Quarter and Full Year 2021 Financial Results Beat Expectations for Net Revenue, Increasing 42% in 2021 to $233 million Increases Full Year 2022 Revenue Outlook to $315 million SALT LAKE CITY, Utah ? March 16, 2022 ? BRC Inc. (NYSE: BRCC), a rapidly growing and mission-driven premium coffee company founded to support Veterans, active-duty military, first respond

As filed with the Securities and Exchange Commission on March 16, 2022

Table of Contents As filed with the Securities and Exchange Commission on March 16, 2022 Registration No.

Restricted Units Agreement, dated as of September 13, 2021, by and between Authentic Brands LLC and Andrew McCormick (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed on March 16, 2022 with the SEC).

Exhibit 10.16 RESTRICTED UNITS AGREEMENT This Restricted Units Agreement (this ?Agreement?) is effective as of September 13, 2021 (the ?Grant Date?) by and between Authentic Brands LLC, a Delaware limited liability company (the ?Company?), and Andrew McCormick (?Recipient?). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below. RECITALS WHE

Restricted Units Agreement, dated as of September 28, 2018, by and between Authentic Brands LLC and Tom Davin.

Exhibit 10.13 RESTRICTED UNITS AGREEMENT This Restricted Units Agreement (this ?Agreement?) is effective as of September 28, 2018 (the ?Grant Date?) by and between Authentic Brands LLC, a Delaware limited liability company (the ?Company?), and Tom Davin (?Recipient?). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below. RECITALS WHEREAS, i

Employment Agreement, dated as of August 3, 2021, by and between Black Rifle Coffee Company LLC and Toby Johnson.

? Exhibit 10.14 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is made as of August 3, 2021, by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the ?Company?), and Toby Johnson (?Executive?). RECITALS The Company desires to retain Executive, and Executive desires to be so employed by the Company, subject to the terms, conditions and covenants set

Employment Agreement, dated as of January 7, 2019, by and between Black Rifle Coffee Company LLC and Tom Davin.

Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is made as of January 7, 2019, by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the ?Company?), and Thomas E. Davin (?Executive?). RECITALS The Company desires to retain Executive, and Executive desires to be so employed by the Company, subject to the terms, conditions and covenants s

Incentive Units Agreement, dated as of September 28, 2018, by and between Authentic Brands LLC and Evan Hafer

Exhibit 10.11 INCENTIVE UNITS AGREEMENT This Incentive Units Agreement (this ?Agreement?) is effective as of September 28, 2018 (the ?Grant Date?) by and between Authentic Brands LLC, a Delaware limited liability company (the ?Company?), and Evan Hafer (?Recipient?). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below. RECITALS WHEREAS, in

JOINT FILING AGREEMENT

Exhibit 99.6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Class A common stock, par value $0.0001 per share, of BRC Inc., a Delaware public benefit corporati

BRCC / BRC Inc - Class A / Engaged Capital LLC - THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 BRC Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05601U105 (CUSIP Number) GLENN W. WELLING ENG

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information is provided in compliance with Item 9.01 (b) of Form 8-K to aid you in your analysis of the financial aspects of the Business Combination, and related transactions. The following unaudited pro forma condensed combined financial statements

The Company’s Code of Business Conduct and Ethics.

EX-14.1 15 tm223251d1ex14-1.htm EXHIBIT 14.1 Exhibit 14.1 CODE OF ETHICS BRC Inc. The Board of Directors (the “Board”) of BRC Inc. (together with its subsidiaries, the "Company") has adopted this Code of Ethics (the "Code") in order to deter wrongdoing and promote: 1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and profess

SilverBox Engaged Merger Corp I Pleased to Announce Closing of Business Combination with Black Rifle Coffee Company Combination Expected to Deliver $150 Million of Cash Proceeds to Accelerate the Growth of Black Rifle Coffee Company, Deepen Customer

Exhibit 99.2 SilverBox Engaged Merger Corp I Pleased to Announce Closing of Business Combination with Black Rifle Coffee Company Combination Expected to Deliver $150 Million of Cash Proceeds to Accelerate the Growth of Black Rifle Coffee Company, Deepen Customer Engagement and Drive Greater Impact BRC Inc. Class A Common Stock To List on NYSE Under Symbol ?BRCC? on Thursday, February 10, 2022 SALT

Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

EX-3.2 3 tm223251d1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF BRC INC. A DELAWARE PUBLIC BENEFIT CORPORATION Article I. STOCKHOLDERS Section 1. The annual meeting of the stockholders of BRC Inc. (the “Corporation”) for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and

Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRC INC. BRC 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 October 26, 2021 (the ?Original Certificate?). 2.?????

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

Exhibit 4.1 SPECIMEN [CLASS A][CLASS B][CLASS C] COMMON STOCK CERTIFICATE NUMBER SHARES BRC INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE [CLASS A][CLASS B][CLASS C] COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF [CLASS A][CLASS B][CLASS C] COMMON STOCK PAR VALUE OF US$0.0001 EACH OF BRC INC. (THE ?

List of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

EX-21.1 16 tm223251d1ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES OF REGISTRANT BRC INC. A DELAWARE PUBLIC BENEFIT CORPORATION Subsidiaries Jurisdiction Authentic Brands LLC Delaware SBEA Merger Sub LLC Delaware Good Beans LLC Delaware Black Rifle Coffee Company LLC Delaware BRCC Operating Company LLC Delaware 1144 SLC LLC Delaware Spencer 355 LLC Delaware 621 Manchester LLC Delaware

Third Amended and Restated Limited Liability Company Agreement of Authentic Brands, dated as of February 9, 2022, by and among Authentic Brands and each other person who is or at any time becomes a member of Authentic Brands (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

Exhibit 10.1 AUTHENTIC BRANDS LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 9, 2022 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS THIRD 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 LIABIL

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

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): February 10, 2022 (February 9, 2022) BRC Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41275 87-3277812 (State or Other Jurisdiction of Incorporation or Organiz

BRC Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

? Exhibit?10.8 ? BRC INC. ? ? ? 2022 OMNIBUS INCENTIVE PLAN ? ? ? Article?I PURPOSE ? The purpose of this BRC Inc. 2022 Omnibus Incentive Plan, as amended from time to time (the ?Plan?) is to promote the success of the business of BRC Inc., a Delaware public benefit corporation, and its successors by operation of law (the ?Company?) for the benefit of its stockholders by enabling the Company to of

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of [????????????], 2022 between BRC Inc., a Delaware public benefit company (the ?Company?), and [??????????] (?Indemnitee?). WHEREAS, directors, officers and other persons (?Representatives?) in service to corporations or business enterprises are being increasingly subjected to exp

Investor Rights Agreement, dated as of February 9, 2022, by and among the Company and the stockholders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

Exhibit 10.3 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms hereof, this ?Agreement?), dated as of February 9, 2022 (the ?Effective Date?), is made by and among (i) BRC Inc., a Delaware public benefit corporation (including any of its successors or assigns, ?PubCo?); (ii) SilverBox Engaged Spon

BRC Inc. 2022 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

Exhibit?10.9 ? BRC INC. ? ? ? 2022 EMPLOYEE STOCK PURCHASE PLAN ? Article?I PURPOSE ? The BRC Inc. 2022 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the ?Plan?) is intended to assist Eligible Employees of BRC Inc., a Delaware public benefit corporation (the ?Company?), and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. Initi

Warrant Assumption Agreement, dated as of February 9, 2022, by and among SilverBox, the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

Exhibit 4.4 Execution Version WARRANT ASSUMPTION AGREEMENT This Warrant Assumption Agreement (this ?Warrant Assumption Agreement?) is entered into as of February 9, 2022, by and among SilverBox Engaged Merger Corp I, a Delaware corporation (?SilverBox?), BRC Inc., a Delaware corporation and wholly owned subsidiary of SilverBox (?PubCo?), and Continental Stock Transfer & Trust Company, a New York c

Waiver under the Business Combination Agreement, dated as of February 9, 2022, by and among Authentic Brands and SilverBox (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

Exhibit 10.5 Waiver February 9, 2022 Reference is hereby made to that certain Business Combination Agreement, dated as of November 2, 2021, by and among SilverBox Engaged Merger Corp I, a Delaware corporation (?SilverBox?), BRC Inc., a Delaware corporation and wholly owned subsidiary of SilverBox (?Pubco?), SBEA Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pu

Form of Stock Option Award Agreement under the Company’s 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

Exhibit 10.10 ? BRC INC. 2022 OMNIBUS INCENTIVE PLAN ? [FORM?OF] STOCK OPTION GRANT NOTICE ? Pursuant to the terms and conditions of the BRC Inc. 2022 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), BRC Inc., a Delaware public benefit corporation (the??Company?), hereby grants to the individual listed below (?you? or the ?Participant?) options to purchase the number of Shares (t

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

EX-4.2 5 tm223251d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BRC Inc. Incorporated Under the Laws of the State of Delaware CUSIP 05601U 113 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the

Tax Receivable Agreement, dated as of February 9, 2022, by and among the Company, Authentic Brands and Sterling New Investment Holdings LLC, as agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).

EX-10.2 8 tm223251d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 TAX RECEIVABLE AGREEMENT by and among BRC INC., AUTHENTIC BRANDS LLC, and THE AGENT DATED AS OF FEBRUARY 9, 2022 Table of Contents Page Article I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional and Interpretative Provisions 11 Article II DETERMINATION OF CERTAIN REALIZED TAX BENEFITS 11 Section 2.1 Exchange Schedule 11

the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on February 9, 2022, including any amendment or report filed for the purpose of updating such description.

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 BRC Inc. (Exact name of registrant as specified in its charter) Delaware 87-3277812 (State or other jurisdiction of incorporation or organization) 1250 S. Capital of Texas Highway Building 2, Suite

Business Combination of Black Rifle Coffee Company and SilverBox Engaged Corp I Expected to be Approved by Stockholders Minimum Cash Condition Exceeded with $373 Million of Gross Proceeds Expected to Deliver $150 Million of Cash Proceeds to Black Rif

Filed by BRC Inc. and SilverBox Engaged Merger Corp I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SilverBox Engaged Merger Corp I Commission File No.: 001-40118 Business Combination of Black Rifle Coffee Company and SilverBox Engaged Corp I Expected to be Approved by Stockholders Minimum C

SilverBox Engaged Merger Corp I Reminds Stockholders to Vote FOR the Business Combination with Black Rifle Coffee Company at Next Week’s Special Meeting The SilverBox-Engaged Board of Directors Recommends Stockholders Vote “FOR” All Proposals in Adva

Filed by BRC Inc. and SilverBox Engaged Merger Corp I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SilverBox Engaged Merger Corp I Commission File No.: 001-40118 SilverBox Engaged Merger Corp I Reminds Stockholders to Vote FOR the Business Combination with Black Rifle Coffee Company at Next

Filed by BRC Inc. and SilverBox Engaged Merger Corp I

Filed by BRC Inc. and SilverBox Engaged Merger Corp I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SilverBox Engaged Merger Corp I Commission File No.: 001-40118 The following is a transcript of a podcast with Tom Davin, Co-Chief Executive Officer of Black Rifle Coffee Company, and Joe Reec

Filed by BRC Inc. and SilverBox Engaged Merger Corp I

Filed by BRC Inc. and SilverBox Engaged Merger Corp I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: SilverBox Engaged Merger Corp I Commission File No.: 001-40118 Black Rifle Coffee Company to Go Public via Combination with SilverBox Engaged Merger Corp ITHE COMPANY Mission-Driven Lifestyle

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF SILVERBOX ENGAGED MERGER CORP I (A DELAWARE CORPORATION) PROSPECTUS FOR 40,725,250 SHARES OF CLASS A COMMON STOCK 17,766,667 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND 17,766,667 SHA

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-260942? PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF SILVERBOX ENGAGED MERGER CORP I (A DELAWARE CORPORATION) PROSPECTUS FOR 40,725,250 SHARES OF CLASS A COMMON STOCK 17,766,667 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND 17,766,667 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS OF BRC INC. (A DEL

BRC Inc. 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 January 11, 2022

BRC Inc. 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 January 11, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention:????????Geoffrey Kruczek ????????????????????????????Sergio Chinos Re:??????????BRC Inc. Registration Statement on Form S-4 File No. 333-260

As filed with the Securities and Exchange Commission on January 11, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 11, 2022 Registration No.

As filed with the Securities and Exchange Commission on January 4, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 4, 2022 Registration No.

BRC Inc. 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 January 4, 2022

BRC Inc. 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 January 4, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Geoffrey Kruczek Sergio Chinos Re: BRC Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed December 14, 2021 File No. 333-26094

Form of Proxy Card for SilverBox’s Special Meeting

Exhibit 99.8 SILVERBOX ENGAGED MERGER CORP I PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. 19431 SilverBox Engaged Merger Corp I Proxy Card REV4 Front INTERNET ? www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting ? If you plan to attend the vi

Consent of Roland Smith to be named a director

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by BRC Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplement

Employment Agreement, dated as of May 7, 2020, by and between Black Rifle Coffee Company LLC and Greg Iverson

? Exhibit 10.13 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is made as of May 7, 2020, by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the ?Company?), and Gregory J. Iverson (?Executive?). RECITALS The Company desires to retain Executive, and Executive desires to be so employed by the Company, subject to the terms, conditions and covenants

As filed with the Securities and Exchange Commission on December 13, 2021

Table of Contents As filed with the Securities and Exchange Commission on December 13, 2021 Registration No.

Employment Agreement, dated as of January 7, 2019, by and between Black Rifle Coffee Company LLC and Tom Davin

Exhibit 10.9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of January 7, 2019, by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the “Company”), and Thomas E. Davin (“Executive”). RECITALS The Company desires to retain Executive, and Executive desires to be so employed by the Company, subject to the terms, conditions and covenants se

Incentive Units Agreement, dated as of September 28, 2018, by and between Authentic Brands LLC and Evan Hafer

EX-10.8 2 brrc-20211213xex10d8.htm EX-10.8 Exhibit 10.8 INCENTIVE UNITS AGREEMENT This Incentive Units Agreement (this “Agreement”) is effective as of September 28, 2018 (the “Grant Date”) by and between Authentic Brands LLC, a Delaware limited liability company (the “Company”), and Evan Hafer (“Recipient”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set fort

Restricted Units Agreement, dated as of May 7, 2020, by and between Authentic Brands LLC and Greg Iverson

EX-10.14 8 brrc-20211213xex10d14.htm EX-10.14 Exhibit 10.14 RESTRICTED UNITS AGREEMENT This Restricted Units Agreement (this “Agreement”) is effective as of May 7, 2020 (the “Grant Date”) by and between Authentic Brands LLC, a Delaware limited liability company (the “Company”), and Greg Iverson (“Recipient”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set for

Restricted Units Agreement, dated as of September 28, 2018, by and between Authentic Brands LLC and Tom Davin

EX-10.10 4 brrc-20211213xex10d10.htm EX-10.10 Exhibit 10.10 RESTRICTED UNITS AGREEMENT This Restricted Units Agreement (this “Agreement”) is effective as of September 28, 2018 (the “Grant Date”) by and between Authentic Brands LLC, a Delaware limited liability company (the “Company”), and Tom Davin (“Recipient”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set

Restricted Units Agreement, dated as of September 28, 2018, by and between Authentic Brands LLC and Scott Harvey

Exhibit 10.12 RESTRICTED UNITS AGREEMENT This Restricted Units Agreement (this “Agreement”) is effective as of September 28, 2018 (the “Grant Date”) by and between Authentic Brands LLC, a Delaware limited liability company (the “Company”), and Scott Harvey (“Recipient”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below. RECITALS WHEREAS

Employment Offer Letter, dated as of August 29, 2018, of Scott Harvey

Exhibit 10.11 ? ? August 29, 2018 ? Scott Harvey 116 Bayview Avenue Babylon, New York 11702 ? Dear Scott: ? We?re delighted to offer you the position of Chief Operating Officer of Black Rifle Coffee Company. We have listed below a summary of the material terms of your employment with us. Please review them carefully and let us know if you have any questions or concerns. If you accept this offer, y

BRC Inc. 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 December 14, 2021

BRC Inc. 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, Texas 78746 December 14, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Geoffrey Kruczek Sergio Chinos Re: BRC Inc. Registration Statement on Form S-4 Filed November 10, 2021 File No. 333-260942 Dear Messrs. Kr

Consent of Katy Dickson to be named a director

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by BRC Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplement

Consent of Tom Davin to be named a director

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by BRC Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplement

Consent of Evan Hafer to be named a director

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by BRC Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplement