Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Forward-Looking Statements
Certain statements in this Current Report on Form
8-K are forward-looking statements. Forward-looking statements generally relate to future events including future financial or operating
performance of Authentic Brands LLC (the “Company”) or SilverBox Engaged Merger Corp I (“SBEA”). Forward-looking
statements generally relate to future events or SBEA’s or the Company’s future financial or operating performance. For example,
projections of future revenue and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements
by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and
other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based
upon estimates and assumptions that, while considered reasonable by SBEA and its management, and the Company and its management, as
the case may be, are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are
beyond the Company’s control. Factors that may cause actual results to differ materially from current expectations include,
but are not limited to: (1) SBEA’s ability to complete the business combination; (2) the outcome of any legal proceedings that
may be instituted against SBEA, the combined company or others following the announcement of the business combination and any
definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain
approval of the stockholders of SBEA, to obtain financing to complete the business combination or to satisfy other conditions to
closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to
meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business
combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the business
combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among
other things, competition, the ability of the combined company to grow and manage growth profitably, maintain key relationships and
retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or
regulations; (10) the possibility that the Company or the combined company may be adversely affected by other economic, business,
and/or competitive factors; (11) the Company’s estimates of expenses and profitability; (12) the failure to realize
anticipated pro forma results or projections and underlying assumptions, including with respect to estimated stockholder
redemptions, purchase price and other adjustments; and (13) other risks and uncertainties set forth in the section entitled
“Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in SBEA’s final prospectus
relating to its initial public offering dated February 25, 2021, in the registration statement on Form S-4 (the “Form
S-4”) relating to the business combination filed with the Securities and Exchange Commission (the “SEC”), and in
subsequent filings with the SEC, including the final prospectus/proxy statement relating to the business combination. There may be
additional risks that neither SBEA nor the Company presently know or that SBEA and the Company currently believe are immaterial that
could also cause actual results to differ from those contained in the forward-looking statements.
Nothing in this Current Report on Form 8-K should
be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither SBEA nor the Company undertakes any duty to update these forward-looking statements
or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this Current
Report on Form 8-K.
Additional Information about the Proposed Business
Combination and Where to Find It
This Current Report on Form 8-K is being made
in respect of the proposed transaction involving SBEA and the Company. In connection with the proposed business combination, BRC Inc.
(“PubCo”) has filed a Registration Statement on Form S-4 with the SEC. The Form S-4 includes a preliminary proxy statement
of SBEA and a preliminary prospectus of PubCo. After the Form S-4 has been declared effective by the SEC, a proxy statement/prospectus
will be sent to all SBEA stockholders as of a record date to be established for voting on the proposed business combination. SBEA also
will file other documents regarding the proposed business combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY
HOLDERS OF SBEA ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders will be able to
obtain free copies of the Form S-4, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the
SEC by SBEA through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
SBEA, PubCo and their respective directors and
executive officers may be deemed participants in the solicitation of proxies from SBEA’s stockholders with respect to the proposed
business combination. A list of the names of those directors and executive officers and a description of their interests in SBEA is contained
in SBEA’s final prospectus related to its initial public offering dated February 25, 2021, which was filed with the SEC and is available
free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be
contained in the proxy statement/prospectus for the proposed business combination when available.
The Company and its directors and executive officers
may also be deemed to be participants in the solicitation of proxies from the stockholders of SBEA in connection with the proposed business
combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business
combination has been included in the Form S-4 filed by PubCo with the SEC.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction
and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of SBEA, PubCo or Authentic Brands, nor
shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.