BRC Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A Common Stock and Public Warrants to purchase Class A Common Stock began trading on the NYSE under the symbols “BRCC” and “BRCC WS,” respectively, on February 10, 2022, in connection with the closing of the Business Combination. Holders As of March 11, 2022, there were 45 holders of record of our Class A Common Stock and 2 holders of record of our Warrants. A substantially greater number of holders are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. Dividends It is the present intention of the Board to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the Company’s board does not anticipate declaring any dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends is within the discretion of the Board. Further, the ability of the Company to declare dividends may be limited by the terms of financing or other agreements entered into by it or its subsidiaries from time to time. Warrants As of March 15, 2022, there were 11,499,974 Public Warrants and 6,266,667 Private Placement Warrants outstanding. Each warrant entitles its holder to purchase one share of our Class A Common Stock at an exercise price of $11.50 per share. The Public Warrants and the Private Placement Warrants will expire five years after the Closing Date, or earlier upon redemption or liquidation. Securities Authorized for Issuance Under Equity Compensation Prior to the closing of the Business Combination (including as of the end of the last fiscal year), the Company did not maintain any equity compensation plans. In connection with the Business Combination, the Company’s stockholders approved the Company’s EIP and the Company’s ESPP. Performance graph Not applicable. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities Forward Purchases In connection with the Closing of the Business Combination, on February 9, 2022, the Company issued 10,000,000 shares of Class A Common Stock to the Engaged Capital Investors, at $10.00 per share, in exchange for 10,000,000 shares of SilverBox Class C Common Stock issued to the Engaged Capital Investors pursuant to the Forward Purchase Agreement. The shares of Class A Common Stock issued to the Engaged Capital Investors in connection with the Forward Purchase Investment have not been registered under the Securities Act and have been issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. PIPE Investment and Backstop Investment In connection with the Closing of the Business Combination, on February 9, 2022, the Company issued (i) 10,000,000 shares of Class A Common Stock to the PIPE Investors, at $10.00 per share, in exchange for 10,000,000 shares of SilverBox Class C Common 50 Table of Contents Stock issued to the PIPE Investors pursuant to the PIPE Subscription Agreements in connection with the PIPE Investment for aggregate proceeds of $100,000,000 and (ii) 10,000,000 shares of Class A Common Stock to the PIPE Investors, at $10.00 per share, in exchange for 10,000,000 shares of SilverBox Class C Common Stock issued to the Backstop Investors in connection with the Backstop Investment pursuant to the Subscription Agreements for aggregate proceeds of $100,000,000. The shares of Class A Common Stock issued to the PIPE Investors in connection with the PIPE Investment and the Backstop Investment have not been registered under the Securities Act and have been issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Business Combination Consideration In connection with the Closing of the Business Combination, on February 9, 2022, the Company issued 139,106,323 shares of Class B Common Stock and 1,388,125 shares of Class C Common Stock, representing 694,062 shares of Series C-1 Common Stock and 694,063 shares of Series C-2 Common Stock. The issuances were made to the applicable holders, each of whom is an accredited investor, in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act. First Tier Vesting Event In March 2022, the First Tier Vesting Event occurred, as a result of which 694,062 shares of Series C-1 Common Stock were exchanged for 694,062 shares of Class A Common Stock and 9,926,563 Restricted Common Units were converted into Common Units and the Company issued 9,926,563 shares of Class B Common Stock to the holders thereof. The issuances have not been registered under the Securities Act and have been issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Issuer Purchases of Equity Securities None. Item 6. [Reserved]