BRC Inc. (NYSE:BRCC) announced this afternoon that it will be calling for a “redemption fair market value” for its previously announced redemption of outstanding warrants to determine the number of shares that will be issued on a cashless exercise.
As background, BRC, also known as Black Rifle Coffee Company, and the combination company of SilverBox Engaged Merger Corp I, announced earlier this month that it will redeem all of its outstanding warrants to purchase shares of Class A Common Stock that remain outstanding on the redemption date for $0.10 per warrant. The warrants (NYSE:BRCC.WS) will be redeemed at 5:00 p.m. EST on May 4, 2022. Any warrants that remain unexercised past this time will be void, and the holders will be entitled to receive only the redemption price of $0.10 per warrant.
Additionally, warrant holders may not exercise warrants on a cash basis for the $11.50 per warrant exercise price until the registration statement covering the Shares underlying the Warrants is declared effective by the SEC. BRC has filed an S-1 registration statement, but to-date the SEC has not approved the filing. However, the initial S-1 was filed on March 16, and an amended S-1/A was filed today. Nonetheless, without an effective registration statement, warrrant holders can only currently exercise their warrants on a cashless basis.
The Warrant Agent delivered the redemption fair market value notice on BRC’s behalf to each of the registered holders stating that the value is $26.48. As a result, holders who elect to exercise their warrants on a cashless basis will be entitles to receive 0.361 shares of common stock per warrant. BRCC’s share price closed today at $17.68.
The company, which completed its combination with SilverBox I in February, has branded itself as a consumer lifestyle company made by and for military veterans, and, as such, has developed a particularly strong brand presence among politically conservative users and social media platforms.
Black Rifle Coffee and SilverBox 1 initially announced their $1.7 billion combination on November 2, 2021.