Black Rifle Coffee Lawsuit: Class Actions and SPAC Investor Suits

Black Rifle Coffee Company faces a 2025 proposed class action lawsuit claiming its “America’s Coffee” branding misleads buyers into thinking the product is made in the United States, and that case sits alongside a royalty dispute with a former consultant, two investor suits tied to its 2022 SPAC merger, a California Proposition 65 settlement over heavy metals, and a former executive’s discrimination claim. The class action is the newest and largest of these, but each has shaped the company’s legal exposure since it went public.

The “America’s Coffee” Class Action

On November 3, 2025, California resident Justin Bakker and New York resident Noah Lundgren filed a proposed class action against Black Rifle Coffee Company LLC and parent BRC Inc. in the U.S. District Court for the Eastern District of California.¹ The case, Bakker v. Black Rifle Coffee Co. (No. 2:25-cv-03193-DAD-CSK), takes aim at the “America’s Coffee” slogan and the heavy use of American flag and bald eagle imagery on the company’s bags.²

According to the complaint, that branding functions as an unqualified “Made in the USA” claim even though none of the coffee is grown or produced domestically. The suit alleges that Black Rifle sources its beans from countries including Guatemala, Brazil, and Colombia, and that harvesting, processing, and milling all happen overseas.² The only domestic activity, the plaintiffs say, is roasting and bagging. Country-of-origin disclosures do appear on the side of the packaging and on the company’s website, but the complaint argues those disclosures are buried and cannot cure the prominent patriotic imagery on the front.

The plaintiffs cite FTC guidance that products marketed with unqualified domestic-origin claims must be “all or virtually all” made in the United States.¹ The specific claims include violations of California’s “Made in USA” statute, the California Consumer Legal Remedies Act, California’s Unfair Competition Law, and New York General Business Law provisions on deceptive practices and false advertising.³ The proposed class covers everyone in New York and California who bought Black Rifle coffee bags during the applicable limitations period. No parallel FTC or state attorney general enforcement action against the company has been reported.

The plaintiffs sent a pre-suit demand letter under the California Consumer Legal Remedies Act on September 11, 2025. On October 3, 2025, Black Rifle’s in-house counsel declined to discuss a pre-filing resolution, and the company made no corrective changes before the complaint was filed.³

Where the Case Stands

The case is still in its opening phase. Black Rifle filed a motion to dismiss and a motion to strike, and in March 2026 the court submitted both motions for decision without oral argument. The plaintiffs’ original counsel withdrew in April 2026, and defense counsel changed in June 2026.⁴ The scheduling conference has been deferred until the motions are resolved.

Strategy and Execution Royalty Dispute

In February 2023, Strategy and Execution Inc. (SEI), an Ohio-based beverage consultancy co-founded by Bryon Evans and Pete Popovich, sued Black Rifle in the Western District of Texas.⁵ SEI alleged Black Rifle had breached a four-year consulting agreement that began January 1, 2020. The deal paid SEI a $30,000 monthly fee plus two cents per ready-to-drink can manufactured each month. SEI said the company owed hundreds of thousands in unpaid royalties, with tens of millions more in future royalties at stake, arguing the royalty obligation was meant to continue after the contract’s expiration.⁶

Black Rifle moved to dismiss, arguing the agreement did not provide for perpetual royalties past the initial term and that Texas law disfavors perpetual contracts. The company called SEI’s reading an attempt to rewrite the deal for a windfall.⁶

The parties reached a partial settlement in 2024 under which Black Rifle agreed to pay $417,000, with the agreement signed January 28, 2025. It didn’t fully close the matter. On April 9, 2025, SEI filed a Fifth Circuit appeal on the perpetual-royalties question, arguing the settlement did not preclude that challenge. Black Rifle then sought attorney fees as the prevailing party; SEI opposed, pointing to a mutual fee waiver in the settlement.⁷

Investor Lawsuits From the 2022 SPAC Merger

Black Rifle went public in February 2022 through a merger with SilverBox Engaged Merger Corp I. The transaction valued the business at roughly $1.71 billion and was expected to bring in up to $225 million in cash.⁸ Two investor lawsuits followed, both tied to warrants issued in the deal.

Tang Capital Partners v. BRC Inc.

In April 2022, Tang Capital Partners sued in the Southern District of New York, claiming Black Rifle wrongfully blocked its ability to exercise warrants that entitled it to buy shares at $11.50 each. A federal judge denied Black Rifle’s motion to dismiss, and the case moved into discovery.⁹ In November 2024, the court granted Tang a partial summary judgment win.¹⁰ The case was formally terminated on July 21, 2025, though the terms of the resolution are not publicly detailed.¹¹

1791 Management v. Black Rifle Coffee

In May 2022, 1791 Management LLC, operated by Jonathan Wallentine, sued in Orange County Superior Court, alleging securities law violations, fraud, breach of contract, and negligent misrepresentation, and seeking more than $5 million. The complaint accused Black Rifle officials of delaying a required SEC filing to keep available shares artificially scarce, which it claimed let executives issue themselves exempted stock.¹² Engaged Capital, a hedge fund involved in the SPAC merger, then filed a separate libel suit against 1791 Management and the Wallentines. Available records don’t reflect the outcome of either case.

SEC Action Against Engaged Capital

Black Rifle was not itself the target, but the SPAC deal produced a regulatory action worth flagging. On January 16, 2026, the SEC issued an enforcement order against Engaged Capital LLC, the investment adviser involved in the merger. The SEC found that Engaged held founders’ shares and private placement warrants whose value depended on the merger closing, and that in February 2022 the firm invested $160.25 million of client money into BRC Inc. through a forward purchase agreement and a private investment to help close the deal, without disclosing to clients that it had a financial incentive to see the merger happen regardless of client interests.¹³ The clients’ investments later declined, while the sponsor shares benefited from closing. Engaged Capital agreed to a censure and a $200,000 penalty without admitting or denying the findings.¹⁴ The SEC did not allege wrongdoing by Black Rifle Coffee itself.

Proposition 65 Heavy Metals Settlement

In July 2022, the Environmental Research Center (ERC), a private enforcer of California’s Proposition 65, filed a notice of violation alleging that three Black Rifle products contained lead, cadmium, and mercury without the required consumer warnings. The products named were CC17 Combat Cocoa, Espresso Mocha, and Espresso With Cream.¹⁵ ERC filed a civil complaint in Alameda County Superior Court in January 2023, and the parties settled the following month.¹⁶

Under a June 2023 consent judgment, Black Rifle agreed to pay $150,000 total: a $60,000 civil penalty, roughly $47,100 in attorney fees and costs, and about $42,900 as an additional settlement payment funding ERC’s compliance and enforcement programs.¹⁶ The company was permanently enjoined from selling products in California that exceed specified daily exposure levels for lead, cadmium, and mercury.

Kim Ellis Discrimination Lawsuit

In June 2022, Kim Ellis, a former Senior Vice President of Real Estate and Development, filed a discrimination and wrongful termination suit in the Northern District of Texas. Ellis, who is Black and was 56 at the time, alleged she was passed over for a promotion in favor of a younger white male colleague after being diagnosed with breast cancer in October 2021. She further alleged she was fired 10 days after filing an internal HR complaint about hostile and discriminatory behavior by that colleague, Chief Retail Officer Heath Nielsen.⁹ The case was terminated on July 6, 2023. The terms of the resolution are not publicly available.¹⁷

1
Daily Coffee News. Black Rifle Coffee Facing Class Action Over USA-Forward Branding
2
ClassAction.org. Black Rifle Lawsuit Claims Americas Coffee Not Produced in the United States as Advertised
3
ClassAction.org. Bakker v. Black Rifle Coffee Co. Complaint
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Docket Alarm. Bakker v. Black Rifle Coffee Co. Docket
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Daily Coffee News. Black Rifle Coffee Company Is Being Sued by an RTD Beverage Consultancy
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San Antonio Express-News. Black Rifle Coffee Lawsuit Royalties
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MySanAntonio.com. Black Rifle Coffee Lawsuit
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William Blair. Black Rifle Coffee Company Transaction
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BevNET. Brew Battles: A Guide to Black Rifle Coffee’s Active Lawsuits
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Westlaw. Tang Capital Partners LP v. BRC Inc.
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CourtListener. Tang Capital Partners LP v. BRC Inc. Docket
12
Orange County Register. Legal Brawl Erupts Between Black Rifle Coffee and One of Its OC Investors
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U.S. Securities and Exchange Commission. In the Matter of Engaged Capital LLC, Administrative Proceeding
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InvestmentNews. SEC Slaps Advisor With Penalty for Hiding SPAC Conflict of Interest
15
Environmental Research Center. Black Rifle Coffee Company LLC Settlement
16
California Office of the Attorney General. 60-Day Notice: Environmental Research Center Inc. v. Black Rifle Coffee Company LLC
17
CourtListener. Ellis v. Black Rifle Coffee Company Docket