Item 3.02 Unregistered Sales of Equity Securities.

On April 5, 2022, the Second Tier Vesting Event (as defined in the Third Amended and Restated Limited Liability Company Agreement of Authentic Brands LLC ("Authentic Brands"), dated as of February 9, 2022 (the "LLCA")) occurred, as a result of which (i) 694,063 shares of Class C Common Stock, par value $0.0001 per share, of BRC Inc. (the "Company") held by certain holders were exchanged for an equal number of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of the Company and (ii) 9,926,562 Restricted Common Units (as defined in the LLCA) of Authentic Brands were converted into an equal number of Common Units (as defined in the LLCA) of Authentic Brands and the Company issued 9,926,562 shares of its Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock"), to the holders of such Common Units. The issuances of shares of Class A Common Stock and Class B Common Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and have been made in reliance upon the exemption provided by Rule 506(b) of Regulation D promulgated under the Securities Act. Each holder receiving shares is an accredited investor.

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