10-K/A
BRC Inc. (BRCC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 |
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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 |
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For the transition period from ________ to ________
Commission file number 001-41275
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BRC Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 87-3277812 |
|---|---|
| (State or other jurisdiction of <br>incorporation or organization) | (I.R.S. Employer Identification No.) |
| 1144 S. 500 W | |
| Salt Lake City, UT 84101 | |
| (Address of principal executive office, zip code) |
(801) 874-1189
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, $0.0001 par value | BRCC | New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
|---|---|---|---|
| Non-accelerated filer | x | Smaller reporting company | o |
| Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value as of June 30, 2022, of the registrant’s common stock held by non-affiliates based on the reported closing price on the New York Stock Exchange on such date was $269,812,228.
As of March 8, 2023, the registrant had (i) 58,378,857 shares of Class A Common Stock, and (ii) 153,181,442 shares of Class B Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement relating to BRC Inc.’s 2023 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.
| Auditor Name: Ernst & Young LLP | Auditor Location: San Antonio, Texas | PCAOB ID: 42 |
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of BRC Inc. (the “Company”) for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 15, 2023 (the “Original Filing”). This Amendment is being filed for the sole purposes of (i) amending “Item 15. Exhibits, Financial Statement Schedules” under Part IV of the Original Filing to insert hyperlinks to exhibits that were filed or furnished with or incorporated by reference to the Original Filing, which hyperlinks were not included in the Original Filing, and (ii) filing Exhibit 4.1 to the Original Filing, which was unintentionally omitted from the Original Filing. Except as noted above, this Amendment does not update or modify any disclosures in or reflect any events occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officers and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and it does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
Item 15. Exhibits, Financial Statement Schedules
(1) Financial Statements - See Part II, Item 8, Financial Statements and Supplementary Data
(2) Financial Statement Schedules - None
(3) Exhibits
_____________________________________________________________________________________________
| * | Filed herewith. |
|---|---|
| # | Indicates a management contract or compensatory plan, contract or arrangement. |
| ‡ | Previously filed or furnished with the Original Filing. |
| † | Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Registration S-K. The Company hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BRC Inc. | ||
|---|---|---|
| By: | /s/ Gregory J. Iverson | |
| Gregory J. Iverson | ||
| March 17, 2023 | Chief Financial Officer |
Document
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 PUBLIC BENEFIT CORPORATION (THE “CORPORATION”)
subject to the Corporation’s amended and restated certificate of incorporation, as the same may be amended from time to time, and transferable on the books of the Corporation in person or by a duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile signatures of its duly authorized officers.
| Dated: | |
|---|---|
| Chief Executive Officer | General Counsel and Corporate Secretary |
BRC INC.
A public benefit corporation under Subchapter XV of the General Corporation Law of the State of Delaware
The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Corporation’s amended and restated certificate of incorporation, as the same may be amended from time to time, and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM | — | as tenants in common | UNIF GIFT MIN ACT | — | Custodian<br><br>(Cust) (Minor)<br><br>under Uniform Gifts to Minors Act (State) |
|---|---|---|---|---|---|
| TEN ENT | — | as tenants by the entireties | |||
| JT TEN | — | as joint tenants with right of survivorship and not as tenants in common |
Additional abbreviations may also be used though not in the above list.
For value received, hereby sells, assigns and transfers unto
| (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S)) | |
|---|---|
| (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) | |
| Shares of common stock represented by the within Certificate, and does hereby irrevocably constitute and appoint | |
| Attorney to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises. | |
| Dated | |
| Stockholder |
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
| By: |
|---|
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR ANY SUCCESSOR RULE).
_____________________________________________________________________________________________
Document
Exhibit 31.4
CERTIFICATION OF CO-PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Evan Hafer, certify that:
1.I have reviewed this report on Form 10-K/A for the year ended December 31, 2022, of BRC Inc.; and
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: March 17, 2023
| /s/ Evan Hafer |
|---|
| Evan Hafer |
| Chief Executive Officer |
| (Co-Principal Executive Officer) |
Document
Exhibit 31.5
CERTIFICATION OF CO-PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tom Davin, certify that:
1.I have reviewed this report on Form 10-K/A for the year ended December 31, 2022, of BRC Inc.; and
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: March 17, 2023
| /s/ Tom Davin |
|---|
| Tom Davin |
| Co-Chief Executive Officer |
| (Co-Principal Executive Officer) |
Document
Exhibit 31.6
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gregory J. Iverson, certify that:
1.I have reviewed this report on Form 10-K/A for the year ended December 31, 2022, of BRC Inc.; and
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: March 17, 2023
| /s/ Gregory J. Iverson |
|---|
| Gregory J. Iverson |
| Chief Financial Officer |
| (Principal Financial Officer) |