USDC SDNY UNITED STATES DISTRICT COURT DOCUMENT SOUTHERN DISTRICT OF NEW YORK ELECTRONICALLY FILED ALTA PARTNERS, LLC, DOC —________ DATE FILED: __ 3/6/2025 Plaintiff, -against- 24 Civ. 3741 (AT) (RWL) BRC INC., ORDER ADOPTING REPORT AND RECOMMENDATION Defendant. ANALISA TORRES, District Judge: Plaintiff, Alta Partners, LLC (“Alta”), filed this breach-of-contract action against Defendant, BRC Inc. (“BRC”), after BRC did not permit Alta to exercise warrants for BRC stock that Alta had previously purchased. See generally Compl., ECF No. 1. BRC moved to dismiss Alta’s complaint, ECF No. 33, and the Court referred the motion to the Honorable Robert W. Lehrburger, ECF No. 36. On February 18, 2025, after hearing oral argument, Judge Lehrburger issued a report (the “R&R”) recommending that BRC’s motion be denied. See generally R&R, ECF No. 57. Despite notification of the right to object to the R&R, no objections were filed, and the time to do so has passed. Jd. at 36; see Fed. R. Civ. P. 72(b)(2). The Court, therefore, reviews the R&R for clear error. See Whitley v. Bowden, No. 17 Civ. 3564,

, at *1 (S.D.N.Y. May 1, 2019) (collecting cases). The Court finds no clear error in Judge Lehrburger’s thorough and well-reasoned R&R. Accordingly, the Court ADOPTS Judge Lehrburger’s R&R in its entirety. BRC’s motion to dismiss is DENIED. The Clerk of Court is respectfully directed to terminate the motion at ECF No. 33. Dated: March 6, 2025 New York, New York }- ANALISA TORRES United States District Judge