BRC Inc-A美股招股说明书(2025-07-18版)

BRC INC. 28,000,000 shares of ClassA Common Stock We are offering 28,000,000 shares of our ClassA common stock, par value $0.0001 per share (the“ClassACommon Stock”). Our ClassA Common Stock trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol“BRCC.” On July 15, 2025, the closing sale price of our ClassA Common Stock as reported by the NYSE was$1.47 per share. We are an “emerging growth company,” as that term is defined under the federal securities laws and, assuch, are subject to certain reduced public company reporting requirements. Upon completion of this offering, wewill continue to be a “controlled company” as defined under the corporate governance rules of NYSE. Investing in our ClassA Common Stock involves a high degree of risk. See the section titled“RiskFactors” beginning on page S-11of this prospectus supplement and page3of the accompanyingprospectus and any risk factors described in the documents we incorporate by reference. (1)We refer you to “Underwriting” beginning on page S-23of this prospectus supplement for additional information regardingunderwriting compensation. We have also granted the underwriters the option to purchase, exercisable within 30 days of the date of thisprospectus supplement, up to an additional 4,200,000 shares of ClassA Common Stock from us on the sameterms and conditions set forth above. Certain insiders may purchase shares in this offering at the public offering price and on the same terms asthe other purchasers in this offering. We have agreed to pay the underwriters a commission of 2% of the grossproceeds raised from such insiders, as opposed to 6% of the gross proceeds raised in the offering from otherinvestors. Because we have not entered into any binding agreements or received any commitments to purchasefrom any insiders, such insiders may elect not to purchase any shares in this offering. See “Underwriting” formore information. Neither the Securities and Exchange Commission (the “SEC”) nor any other state securitiescommission has approved or disapproved of these securities or passed on the adequacy or accuracy of thisprospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of ClassA Common Stock to purchasers on or about July 18,2025. Sole Bookrunner D.A. Davidson & Co. The date of this prospectus supplement is July 16, 2025. TABLE OF CONTENTS About This Prospectus SupplementS-1Information Incorporated by ReferenceS-2Cautionary NoteRegarding Forward-Looking StatementsS-3SummaryS-5The OfferingS-9Risk FactorsS-11Use of ProceedsS-13Dividend PolicyS-14Description of Capital StockS-15UnderwritingS-23Material United States Federal Income Tax ConsiderationsS-29Legal MattersS-33ExpertsS-33Where You Can Find More InformationS-33Information Incorporated by ReferenceiiAbout This ProspectusiiiCautionary NoteRegarding Forward-Looking StatementsivSummary1Risk Factors3Use of Proceeds4General Description of Securities5Description of Capital Stock6Description of Warrants13Description of Subscription Rights14Description of Units15Plan of Distribution16Material United States Federal Income Tax Consequences19Legal Matters23Experts23Where You Can Find More Information23S-i TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a Registration Statement onFormS-3 (File No. 333-270727) that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a“shelf” registration process. Under this shelf registration process, we are offering shares of our ClassA CommonStock in the offering described in this prospectus supplement. This document is in two parts. The first part is this prospectus supplement, which describes the specific termsof the offering and also adds to and updates information contained in the accompanying base prospectus and thedocuments incorporated by reference herein and therein. The second part, the accompanying base prospectus,provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. To the extent there is a conflict between the information contained in this prospectussupplement and the information contained in the accompanying base prospectus or any document incorporated byreference herein or therein filed prior to the date of this prospectus supplement, you should rely on the informationin this prospectus supplement;provided that if any statement in one of these documents is inconsistent with astatement in another document having a later date—for example, a document incorporated by reference in theaccompanying base prospectus—the statement in the document having the later date modifies or supersedes theearlier statement. You should rely only on the information we have provided or incorporated by reference into this prospectussupplement, the accompanying prospectus and any related free writing prospectus. We