https://www.prnewswire.com/news-releases/1791-management-sends-letter-to-black-rifle-coffee-company-brcc-demanding-they-brew-up-an-action-plan-to-address-serious-allegations-of-corporate-governance-failures-and-code-of-conduct-violations-301549388.html?fbclid=IwAR0qmBxM6S-UcKDNQm0B9QlKPN2omXGN4adRJb3xwMDWLDF1is33BJpZrKg

May 17, 2022

Dear Mr. Evan Hafer:


I regrettably must communicate with you via this public forum because as of recently, it appears you have decided to cease all communications with us.


1791 Management LLC ("1791") manages certain entities that hold Black Rifle Coffee Company's shares ("Black Rifle" or the "Company"). Please do not confuse our stake as a vote of confidence in the Company's Leadership. On the contrary, in just three months of being a public company, in our opinion you have caused significant harm to your shareholders and military veterans. It is our belief that you may be one of the most dangerous CEOs in America.


We have conducted a thorough review of your Company, including actions by management, and reviews of your SEC filings. Combining this with our numerous conversations with Black Rifle lawyers and executives, we have uncovered what we believe to be the most harrowing strategy to line your pockets at the expense of others (the "Investigation"). And YES, Chief Legal Counsel and Corporate Secretary Mr. Andrew McCormick, it was us on the phone as you cavalierly described what I would consider a plan to screw over your public shareholders, as set forth in more detail below. It is our conclusion that your profiteering at the expense of Americans under the guise of helping military veterans reveals your shameless disregard for our most honorable citizens. Furthermore, we believe your actions as CEO reveals a pattern of gross negligence and dereliction of duty that can expose the Company to a tsunami of litigation, which we believe your public shareholders deserve to be made aware of.


Are we really to believe that Black Rifle's recent meteoric stock price rise and ultimate collapse were just natural forces of the collective judgment of Black Rifle's business prospects? If so, we would like to note your stock was on the Threshold Securities List continuously from March 1, 2022, through May 9, 2022. Is it just a coincidence that the rise and collapse happened during this period? Not likely. We suspect the answer is obvious and is a result from your willful conduct designed to defraud investors by interfering with free market forces. It is our belief that you intentionally kept the available shares of Black Rifle stock artificially low, resulting in a "squeeze" so you could issue "exempted" stock to yourself during this period. The SEC has materials available that warn investors about schemes like what we believe happened here: "Fraudsters need to use some mechanism for issuing securities to themselves. Will often issue stock pursuant to an exemption to the SEC registration statements." We would not be surprised if the original idea came from your CFO, Greg Iverson, who was the subject of a securities fraud class action lawsuit alleging he participated in "artificially inflating" Overstock's price while he was their CFO.


We believe your plan was designed to artificially inflate your stock price by keeping the availability of Black Rifle's stock off the market. Since the public is likely not privy to the details regarding exactly how you may have accomplished this, I find it worthwhile to outline it here:


March 3, 2022; 15 business days after becoming a public company, we contend you breached your contract with the public by failing to file your S-1 that would have allowed additional shares on the market upon exercise of the Warrants. Per your Warrant Agreement, the Company agrees to file the S-1:
"in no event later than fifteen (15) Business Days after the closing of its initial Business Combination"
March 14, 2022 through May 4, 2022; Public investors had the contractual right to receive Black Rifle stock so long as you filed and made effective your S-1 (which you failed to get done during this period). In our communications with Black Rifle regarding this failure, your official response was that Black Rifle "was currently waiting on SEC comments and would make the S-1 effective as soon as possible." In addition to documenting our communications with you, we have our own documented communications with the SEC that make us believe your statements were false.  
March 29, 2022; You Mr. Hafer, awarded yourself 2,106,629 shares of Black Rifle common units by filing an "Exempt Registration Statement" and making yourself a tidy $42 million based on the $19.76 open price. Does any of this sound familiar to the tactics used by "Fraudsters" pointed out by the SEC Mr. Hafer?
April 4, 2022; Black Rifle announced the removal of the public's right to exercise and receive stock. The pure brazenness of this announcement left me incredulous, as if appearing to breach your fiduciary duty by lying to investors about the S-1 wasn't enough. I would deem this slamming the last nail in your shareholder's coffin.    
April 19, 2022; You, Mr. Hafer, awarded yourself an ADDITIONAL 2,106,628 shares of Black Rifle common units by filing another "Exempt Registration Statement" and making yourself an additional $47 million based on the $22.24 open price. P.S.  You may want to check the math on your calculation. According to Bloomberg's VWAP calculation, it appears you only hit 12 days above $20 dollars. I'm not sure you in fact hit your 20 days above $20 dollars (see appendix below for more details).
May 4, 2022; The public's right to get Black Rifle stock via their Warrants was officially removed by Black Rifle.
May 5, 2022; One day later, your S-1 became "EFFECTIVE." It is hard to believe the "SEC finally responded with comments" just a single day too late for your public shareholders.
Just in case you hadn't noticed Mr. Hafer, Black Rifle lost $4.8 billion in value (from $7.3 billion down to $2.5 billion) over the three-month period that you made tens of millions off your own stock. I find it hard to believe you were looking out for your shareholders as you were raking in the money. My heart sincerely goes out to each of those that were not so fortunate.


On a deeply personal level, adding insult to injury, my own military veteran father is one of your victims. Unlike you though, he served his county with honor. He has a CIB and was awarded a Purple Heart, Bronze Star Medal, Army Commendation Medal, Air Medal, and lost his leg. After hearing your story about supporting veterans, he purchased Black Rifle stock and subsequently lost 60% of his value. Now he dubs you "Crooked Hafer" and would love nothing more than to see you exposed for the criminal he believes you to be. Odds are that any money Black Rifle donated to military veterans is much less than what they probably lost in your stock. Personally, I'd be fearful if I were you. Executives have gone to jail for breaking securities laws.


We demand you prepare an "action plan" to address what we view as serious violations of Black Rifle Coffee's own Conflict of Interest Section published in your Code of Ethics


(https://d1io3yog0oux5.cloudfront.net/_7e67246ed2187c5d2bfa6b43434b1899/blackriflecoffee/db/2227/20698/file/Code+of+Ethics.pdf):


"Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company."


This appears to be exactly what happened here. Time is of the essence here Mr. Hafer. Each day you delay preparing such an action plan puts your public shareholders (veterans included) at risk of losing more money.


What I am about to say may seem a bit harsh, Mr. Hafer, but is said with some authority. If you don't plan on responding to my letter and/or promptly preparing an "action plan," then I believe it's best you wind down Black Rifle Coffee, return what public money is left on the Company's balance sheet, and retreat to whatever bunker you came out of to do what you do best  donate money to the Democratic Party and smear conservatives as racists. The irreparable damage I believe your greed likely caused shareholders will never be repaid. We and veterans like my father, former customers, and shareholders must hold you accountable for any further exploitation of Americans for your personal gain.


Very truly yours,


Jonathan Wallentine

FBRCC

Attached File


And.....

FUCK BRCC!!!!

FBRCC but that reads like a butthurt Arfcommer letter.

Wonder if it's legit.

Good.  Fuck them. Subpar coffee and misguided politics.

Yea, not sure yet.  Powder Valley posted it.

Damn.  

Not surprising though, based on their political missteps.

Who would have thought a former CIA employee would be a scumbag?

Can FBRCC get a FBRCC sub forum?

Is anyone surprised?

No

Isn't it a job requirement on the employment application? Or just for certain positions, and not "general" CIA work as a whole?

This man sounds like an idiot

It's real.  Lawsuit was filed by 1791 on May the 19th.

Fuck that guy. I’ve spent 6 hours listening to him spew bullshit on Rogan. He strikes me as a total sleeze… I hope he goes the fuck down.

Your theories are the worst kind of popular tripe, your methods are sloppy, and your conclusions are highly questionable. You are a poor coffee maker , Mr. Hafer!

Oldest bought me a bag of BRCC for Christmas.  I get better shit at the gas station.

Funny you should mention that…

Yep.

Is there a TL;DR version. I'm not sure I should care what it says, I dont ever intend to buy that stuff anyway.

My first thought as well. Too overly dramatic to be serious

There should be a head to head competition over which 3-letter agency has the scummiest members. CIA, FBI, AFT, IRS, DOE

I switched to infowars Patriot blend organic coffee a while back. Happy with it.

Go scorched earth on those dickheads.

Oh yea.....(before I forget)

FUCK BRCC!!!!

Noelle Best

So the dude didn't file an S-1, awarded himself 4 million shares, closed off warrants, and now the stock price is down? Other than that sounding dumb for a CEO to lose 60% of the valuation of their companies stock, where does the SEC and fraud come in?

Burn it down.

There's a reason for that. 1791 Management (whoever they are) are suing BRCC. Couldn't have happened to a more deserving people.

Wait...wait.....

There are people that are surprised that the BRCC IPO was just a pump and dump scheme from the very beginning?

I hope the SEC goes to town on these assholes, And i hope for jail time.

If what they did was illegal and that obvious it sure seems like a slam dunk.
We shall see.
I am rooting for jail time, myself.

quick better donate to more democrats

"Although some short squeezes may occur naturally in the market, a scheme to manipulate the price or availability of stock in order to cause a short squeeze is illegal" - SEC

If I understood this letter correctly, FBRCC was being shorted. They manipulated their stock price by limiting shares available to the public that caused their stock price to rise unnaturally and force investors shorting them out of the money.

Nearly every veteran-related entity is a scam.

There, I said it.

I thought the same thing. The language and the grammar sounded more like a post here than a legal type letter.

Damn

Well he donated to Hillary didn’t  he? Are you surprised?

I couldn't read all of it, but the jist i got is BRCC is being accursed of illegal and fraudulent behavior in the form of going IPO and issuing shares of stock. But withholding about $100MM (ish), worth of shares for themselves without disclosing that, effectively diluting the real value of the stock, and screwing over their stock purchaser's.  And failing to file the S1 paperwork that would have disclosed that.  
      Basically, they apparently built up an altruistic Pro-vet persona, for the purpose of bilking vets and supporters, is the accusation.  I can't say if true, but from a business standpoint:  anyone who bought their stock was basically played a fool.  (And was- don't invest in WOKE nor identity-companies of any flavor (even right), as they are rarely well run).

 As a general rule, I have observed that folks who make sure everyone is well informed of their righteousness, is someone to watch closely with your money and your women.

Troy has better reputation, more ethics and FUCK TROY...

If you won't strain yourself(you won't die) on that hill by not using PayPal to stop funding anti-2a activity and their anti- political donations, maybe you can buy  better coffee and quit watching their damn youtube videos...... Because they clearly don't support the 2nd amendment and  we the people owning firearms.

Do not forget what BRCC said about Kyle Rittenhouse  all because he was filmed while wearing one of their BRCC shirts, that he probably bought from them as a fan. Shitting on kid fighting for his life and our rights under a purely political case, where no other felons that committed felonies,  involved in that case, were charged......

FUCK Black Rifle Coffee  they are slimy fucks . The more that comes to light the more it keep reinforces the already known low morality character of the people involved.

Smells like libel.

CEO didn't file and disclose shit on time in order to drive up the share price and then used the artificially high price to award himself $90mill in shares (which was still 30mill after they disclosed the info and the price cratered).
This also fucked anyone who bought while the price was artificially high.

Reopen the pit!

Kharn

Travis Pastrana and one of my ARA rally acquaintances are sponsored by BRCC. Another has co-driven for them. I'd have to turn it down, but I'd be torn with the thought of racing for free.

A quick count shows about 14 days where it closed over $20. If it was contingent that bcc close over $20 for x number for the bonus stock, someone may be inclined to write an angry letter.

All the corporate marketing campaigns during the war claiming they hired vets etc. where all horseshit.
Well... Unless they where milking gov programs or tax incentives of course.

go woke, go broke.

Same. I don't believe it.