BRC Inc

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of March 31, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, due to the material weakness in our internal control over financial reporting described in our 2023 Form 10-K.

Remediation Plan for Material Weakness

Management has continued to execute the remediation plan to address the material weakness. We have added resources to our accounting department, including access to accounting research tools and additional full-time employees, to improve our ability to perform reviews. In addition, the review of the fixed asset activity to support the preparation of the statement of cash flows is now being performed by more experienced accounting personnel. Finally, we began implementation of a new accounting software during the second quarter of 2024, which will allow us to perform a more detailed analysis of fixed assets to support our statement of cash flows. We estimate that our remediation plan will be complete before the end of the second quarter of 2024.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2024, we completed the implementation of a new eCommerce platform. As part of this implementation, we assessed the impact to the control environment and modified internal controls where necessary.

Except for the system implementation discussed above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.