S-3 1 ny20068427x1_s3.htm S-3

As filed with the Securities and Exchange Commission on March 25, 2026

No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BRC Inc.

(Exact name of registrant as specified in its charter)

3131 W. 2210 S., Suite C

West Valley City, UT 84119

(801) 847-1189

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Chris Mondzelewski

Chief Executive Officer

BRC Inc.

3131 W. 2210 S., Suite C

West Valley City, UT 84119

(801) 847-1189

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Elizabeth A. Razzano, Esq.

Paul Hastings LLP

1117 S. California Avenue

Palo Alto, CA 94304

(650) 320-1800

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

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 registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(c) under the Securities Act, check the following box. ☐

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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 the 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 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


			Page
INFORMATION INCORPORATED BY REFERENCE			1
ABOUT THIS PROSPECTUS			2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
PROSPECTUS SUMMARY			5
RISK FACTORS			9
USE OF PROCEEDS			10
DESCRIPTION OF CAPITAL STOCK			11
DESCRIPTION OF WARRANTS			18
DESCRIPTION OF SUBSCRIPTION RIGHTS			20
DESCRIPTION OF UNITS			21
PLAN OF DISTRIBUTION			22
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES			24
LEGAL MATTERS			29
EXPERTS			29
WHERE YOU CAN FIND MORE INFORMATION			29


			Amount
SEC registration fee			$6,041.88
Accounting fees and expenses			*
Legal fees and expenses			*
Printing fees			*
Miscellaneous fees and expenses			*
Total expenses			$ *


Exhibit No.			Description of Exhibits
2.1#			Business Combination Agreement, dated as of November 2, 2021, by and among SilverBox, the Company, Merger Sub 1, Merger Sub 2, Authentic Brands and Blocker (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 10, 2022 with the SEC).
2.2			First Amendment to Business Combination Agreement, dated as of January 4, 2022, by and among SilverBox, the Company, Merger Sub 1, Merger Sub 2, Authentic Brands and Blocker (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4/A (File No. 333-260942) filed on January 4, 2022 with the SEC).
4.1			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).
4.2†			Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock
4.3†			Form of Warrant Agreement (including form of Warrant Certificate)
4.4†			Form of Subscription Rights Agreement
4.5†			Form of Unit Agreement
5.1*			Opinion of Paul Hastings LLP.
23.1*			Consent of Ernst & Young LLP.
23.2*			Consent of Paul Hastings LLP (included in Exhibit 5.1 to this Registration Statement)
24*			Power of Attorney (included on signature page)
107*			Filing Fee Table


			BRC INC.

			By:			/s/ Christopher Mondzelewski
			Name:			Christopher Mondzelewski
			Title:			Chief Executive Officer and Director


Signature	Title	Date

/s/ Christopher Mondzelewski	Chief Executive Officer and Director (Principal Executive Officer)	March 25,2026
Christopher Mondzelewski		March 25,2026

/s/ Matthew Amigh	Chief Financial Officer (Principal Financial Officer)	March 25,2026
Matthew Amigh	Chief Financial Officer (Principal Financial Officer)	March 25,2026

/s/ Robert Lee	Vice President of Finance and Chief Accounting Officer (Principal Accounting Officer)	March 25,2026
Robert Lee		March 25,2026

/s/ Evan Hafer	Director and Executive Chairman	March 25, 2026
Evan Hafer	Director and Executive Chairman	March 25, 2026

/s/ Lawrence Molloy	Director	March 25,2026
Lawrence Molloy	Director	March 25,2026

/s/ Katy Dickson	Director	March 25,2026
Katy Dickson	Director	March 25,2026

/s/ Clayton Hutmacher	Director	March 25,2026
Clayton Hutmacher	Director	March 25,2026

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification No.)

SEC Form S-3 filed by BRC Inc.