POS AM 1 ea0248360-04.htm REGISTRATION STATEMENT

As Filed with the U.S. Securities and Exchange Commission on April 10, 2026

Registration No. 333-293348

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT NO. 333-293348
UNDER THE SECURITIES ACT OF 1933

_________________________

BRC Group Holdings, Inc.
(Exact name of registrant as specified in its charter)

_________________________

Delaware		7389		27-0223495
(State of Incorporation)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

11100 Santa Monica Blvd, Suite 800
Los Angeles, California 90025
(818) 884-3737
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________________

Bryant Riley
Co-Chief Executive Officer
BRC Group Holdings, Inc.
11100 Santa Monica Blvd, Suite 800
Los Angeles, California 90025
(310) 966-1444
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________________

Copies to:

Alan N. Forman, Esq.
Executive Vice President & General Counsel
BRC Group Holdings, Inc.
299 Park Avenue, 21st Floor
New York, NY 10171
(212) 409-2420

Sara L. Terheggen, Esq.
The NBD Group, Inc.
350 N. Glendale Avenue, Ste B522
Glendale, CA 91206
(310) 890-0110

_________________________

Approximate date of commencement of proposed sale to public: From time to time after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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 7(a)(2)(B) of Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
THE OFFERING		2
RISK FACTORS		4
USE OF PROCEEDS		5
SELLING SECURITYHOLDERS		6
PLAN OF DISTRIBUTION		11
DESCRIPTION OF CAPITAL STOCK		14
LEGAL MATTERS		17
EXPERTS		17
WHERE YOU CAN FIND MORE INFORMATION		17
INFORMATION INCORPORATED BY REFERENCE		18

Common Stock offered by the Selling Securityholders		Up to 2,745,979 shares of Common Stock issuable upon exercise of the Warrants.
Common Stock Outstanding After the Offering(1)		37,544,345 shares of Common Stock, assuming the exercise in full of the Warrants.
Use of Proceeds		We will not receive any proceeds from the shares of Common Stock offered by the selling securityholders under this prospectus. However, we will receive the proceeds of any cash exercise of the Warrants. We intend to use the net proceeds from any cash exercise of the Warrants for working capital and general corporate purposes. See “Use of Proceeds.”
Risk Factors		Investing in our Common Stock involves substantial risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained herein on page 5.
Nasdaq Global Market		“RILY”
Transfer Agent		Continental Stock Transfer & Trust Company

Selling Securityholder(1)	Number of Shares of Common Stock Beneficially Owned Prior to Offering	Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	Number of Shares of Common Stock Beneficially Owned After Offering(2)	Percentage(2)
Opps XII Broker E Holdings, L.P.(3)(4)	959,020	959,020	0	0	%
OCM SSF III Broker Debt Holdings, L.P.(3)(5)	687,108	687,108	0	0	%
Holbrook Income Fund(6)	351,012	351,012	0	0	%
Massachusetts Mutual Life Insurance Company(7)(8)	278,788	278,788	0	0	%
Whitebox Multi-Strategy Partners, L.P.(9)	97,784	97,784	0	0	%
RPVOF Broker CTB, LLC(3)(10)	89,133	89,133	0	0	%
MassMutual Ascend Life Insurance Company(8)(11)	77,460	77,460	0	0	%
Oaktree-Copley Investments, LLC(3)(12)	58,286	58,286	0	0	%
VR Global Partners, L.P.(13)	52,000	52,000	0	0	%
OPIF Broker Holdings, L.P.(3)(14)	38,740	38,740	0	0	%
Great American Insurance Company(15)	36,496	36,496	0	0	%
C.M. Life Insurance Company(8)(16)	13,384	13,384	0	0	%
Annuity Investors Life Insurance Company(8)(17)	2,636	2,636	0	0	%
National Interstate Insurance Company(18)	1,736	1,736	0	0	%
Great American Contemporary Insurance Company(19)	1,736	1,736	0	0	%
Whitebox GT Fund, LP(9)	660	660	0	0	%

		Amount to be Paid

SEC Form POS AM filed by BRC Group Holdings Inc.