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)
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Delaware
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001-41275
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87-3277812
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1144 S. 500 W
Salt Lake City,
UT 84101
(Address of principal executive offices, including Zip Code)
(801) 874-1189
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Class A common stock, $0.0001 par value
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BRCC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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. ☐
| Item 2.02 |
Results of Operations and Financial Condition.
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On January 8, 2024, BRC Inc. (the “Company”) will make a presentation at the ICR Conference 2024. The Company has posted a copy of the presentation to its investor
relations website at https://ir.blackriflecoffee.com. The presentation reaffirms the Company’s prior guidance for net sales and Adjusted EBITDA for the year ended December 31, 2023.
The Company has not yet finalized its results for the year ended December 31, 2023. The Company’s actual results remain subject to the completion of the year-end closing
process as well as a review by management and the Company’s board of directors, including the audit committee. As a result, the Company’s actual results could be different from its guidance and the differences could be material. Therefore, a reader
should not place undue reliance on the guidance. The guidance has been prepared by, and is the responsibility of, the Company’s management. The Company’s independent auditors have not audited, reviewed or compiled preliminary estimates of the
Company’s results for the year ended December 31, 2023. The guidance should not be considered a substitute for the information to be filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2023 once it becomes available.
The information in this Item 2.02 is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated: January 8, 2024
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BRC INC.
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By:
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/s/ Stephen Kadenacy
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Stephen Kadenacy
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Chief Financial Officer |