SPAC Warrant Dispute

BRC Inc. (Black Rifle Coffee Company) NYSE: BRCC

The firm, in association with co-counsel, represented investors in a dispute over BRC Inc. / Black Rifle Coffee Company (NYSE: BRCC) public warrants and reached a successful recovery on their behalf.

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Court
U.S. District Court for the Southern District of New York
Year
2023

BRC Inc., the parent company of Black Rifle Coffee Company, became publicly traded in February 2022 through a business combination with SilverBox Engaged Merger Corp. I, a special purpose acquisition company. Public warrants issued in the original SPAC offering, entitling holders to purchase BRC common stock at $11.50 per share, were assumed by BRC as part of that transaction.

Under the terms of the warrant agreement, the warrants became exercisable once certain conditions were satisfied, including effective registration of the shares underlying the warrants. Investors contended that BRC's Form S-4 was declared effective in January 2022 and satisfied this requirement, but that BRC nonetheless informed warrant holders a separate Form S-1 registration was necessary before exercise would be permitted, delaying exercise for a period of months. BRC later issued a notice redeeming outstanding warrants, requiring holders to exercise on a reduced "cashless" basis or accept a nominal redemption price.

Investors alleged that this sequence of events prevented them from exercising their warrants while it was profitable to do so, causing substantial losses.

The firm, working in association with co-counsel, represented affected investors in pursuing claims arising from this dispute and achieved a successful recovery on their behalf.

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