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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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BRC Inc. (Name of Issuer) |
Class A common stock, $0.0001 par value (Title of Class of Securities) |
05601U105 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 05601U105 |
| 1 | Names of Reporting Persons
John Miller | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,303,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Represents 4,354,346 shares of Class A Common Stock ("Class A Shares"), and 3,949,290 Class A Shares issuable in respect of 3,949,290 shares of Class B Common Stock ("Class B Shares"), redeemable (with an equal number of common membership interests in Authentic Brands LLC ("Common Units")) for Class A Shares on a one-to-one basis at the option of the Reporting Person.
Calculated based on (i) 113,820,789 Class A Shares outstanding as of July 28, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed on August 4, 2025, as increased by (ii) 3,949,290 Class A Shares issuable in respect of 3,949,290 Class B Shares. As of July 28, 2025, the registrant also had 134,404,261 Class B Shares outstanding and therefore the above ownership percentage may not be representative of the actual voting power of the Reporting Person.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BRC Inc. | |
| (b) | Address of issuer's principal executive offices:
1144 S 500 W Salt Lake City, UT 84101 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by John Miller, as manager of certain entities, referred to herein as the "Reporting Person." | |
| (b) | Address or principal business office or, if none, residence:
C/O BRC Inc.
1144 S 500 W
Salt Lake City, UT 84101 | |
| (c) | Citizenship:
See response to Item 4 on the cover page. | |
| (d) | Title of class of securities:
Class A common stock, $0.0001 par value | |
| (e) | CUSIP No.:
05601U105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover page.
The reported securities, which are directly held by certain entities for which the Reporting Person serves as manager, represents 4,354,346 Class A Shares and 3,949,290 issuable in respect of 3,949,290 Class B Shares. Such Class A shares include 3,600,000 shares acquired on July 25, 2025, and such Class B Shares are redeemable, together with an equal number of Common Units, on a one-to-one basis for Class A Shares, which, in the aggregate, constitutes 7.05% beneficial ownership.
The calculation of beneficial ownership is based on (i) 113,820,789 Class A Shares outstanding as of July 28, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed on August 4, 2025, as increased by (ii) 3,949,290 Class A Shares issuable in respect of 3,949,290 Class B Shares. As such, the Reporting Person may be deemed to have beneficial ownership over 7.05% of the Issuer's outstanding common stock. As of July 28, 2025, the registrant had 134,404,261 Class B Shares outstanding, and therefore the above ownership percentage may not be representative of the actual voting power of the Reporting Person.
This filing of this Statement shall not be construed as an admission that the Reporting Person is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. | |
| (b) | Percent of class:
See response to Item 11 on the cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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