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.