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Brooklyn Gin

Award winning super-premium craft gin and upcoming Brooklyn distillery
B2B B2C Immigrant Founders Latinx Founders Drinks Restaurant & Bar Services
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Opportunity Concept Product Traction Customers Biz. model Market Competition Vision and strategy Funding Founders Summary
About Team FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Brooklyn Craft Works LLC. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Brooklyn Gin Crowd SAFE Brooklyn Gin Form C:A.pdf Brooklyn Gin Form C.pdf
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Highlights


$1M+ revenue
Company had over $1M in revenue in the past 12 months
$5M+ raised
Company has previously raised over $5M in capital
  • $2M+ revenue in 2021; projected at $6.2M in 2023*
  • $6.6M already raised from founders and close network
  • Globally distributed in 20+ countries and 42 U.S. states
  • Awards from leading spirits competitions
  • Featured in Forbes, Men’s Health, Bon Appétit, The Tonight Show, and more
  • Brooklyn-based distillery, bar, and event space ready to break ground
  • Industry veterans from Bacardi, Dewars, Grey Goose, and Goldman Sachs


Opportunity


In the craft spirits boom, there’s a niche for urban luxury

Modern lovers of super-premium craft spirits consistently choose craftsmanship and quality over quantity and cost. Due to high demand, the craft spirits segment of the massive global alcoholic beverages market is projected to increase over $37 billion. 

Emerging craft spirits brands have an opportunity to surf this wave straight to the top. Especially brands with already-established distribution and clientele, like Brooklyn Gin.


Concept



We’re building the world's #1 urban luxury craft spirits company

Brooklyn Gin is an award-winning distiller with deep roots in our local community. Exclusively produced in small batches, our hand-crafted super-premium gin is distributed in 42 U.S. states and 20+ countries, and our loyal fanbase is growing rapidly around the world. 

With growth comes expansion, including a new brand home that will include a distillery, bar, and event space in Gowanus, Brooklyn. Our distillery will enable us to produce a full portfolio of spirits products and achieve higher margins. We’ll also strengthen our fanbase by introducing events, tours, tastings, and more. The two bars and distillery activities will add new revenue streams.

A world-class gin and distillery deserves a world-class bar. To that end, Brooklyn Craft Works has enlisted the help of two legendary New York bartenders and operators, Richie Boccato and Michael Neff, to create a hospitality experience in our distillery like nothing ever seen.

Richie Boccato (mastermind behind such seminal cocktail bars as Dutch Kills & Painkiller, and creator of America’s first cocktail ice company, Hundredweight Ice) and Michael J. Neff (impresario behind such nightlife dens as Ward III, The Rum House, and the Holiday Cocktail Lounge) have each had their impact on the New York bar scene. At our distillery, these two will combine forces, creating a cocktail and hospitality experience worthy of the Brooklyn Gin name.

Their intention is to use the quality products coming out of our stills to craft unique cocktails available only in the distillery, and to create a mecca in the middle of Brooklyn that will remind the world why New York is the cocktail and nightlife capital of the world. Their experience running bars is well-proven, as is their commitment to creating bars that highlight the importance of hospitality in modern American life.

Their collective reviews and accolades can be found in The New York Times, Esquire, and The Washington Post; and their work has been acknowledged by Tales of the Cocktail, The James Beard Foundation, and many more.

Product


Award-winning craft gin for the discerning consumer

Using only the freshest ingredients and old-school production techniques, we’ve created a best-in-class gin that embodies the culture of New York City’s most vibrant borough—Brooklyn.  Our rigorous production methods take a little more time and effort, but the end result is worth the trouble: quality you can taste in every sip.

Traction


$2M+ revenue in 2021 & widespread brand recognition

Brooklyn Gin has caught the attention—and loyalty—of thousands worldwide. But, our progress in the explosive craft gin market doesn’t stop with our robust social media brand presence or extensive distribution. We’re also seeing real market validation, like glowing press reviews, increased customer demand—and growing seven-figure annual revenues.


Customers


A fast-growing favorite among spirits enthusiasts

Brooklyn Gin is a pioneer in the craft spirits boom, and an industry leader in American craft gin. Our customers love our attention to detail, and our commitment to creating only the most delicious, high-quality gin and cocktails on the market. 

         

And, as one of the few U.S.-based craft gin distillers with a curated network of international distributors, we’re positioned to become a worldwide household name.

Business model


Local flavor & flair with global distribution

We sell to distributors and importers who sell to bars, restaurants, and retailers. Our global distribution network enables us to introduce our products to a wider audience and capture more market share.

When our distillery opens in Summer of 2023, we’ll be able to drive even more sales by selling directly to consumers. Statistically, tasting room sales make up around 29% of all sales for craft distilleries our size. All D2C sales will boost revenues and enhance our bottom line.

Market


The craft gin
market is high-growth

Craft and super-premium spirits are the fastest-growing alcohol segments. Craft gin is forecasted to have the highest CAGR: 23% by 2027. And while it’s true there is no shortage of players in the craft gin game, a highly fragmented market offers incredible opportunities for leading super-premium craft brands. 

Competition


Global distribution 

Prohibition-era laws governing the production, distribution, and sale of alcohol make it hard for most emerging craft brands to gain market share. 

We don't have that issue. Our founders’ connections from decades working in luxury spirits have enabled us to create a robust distribution network. Brooklyn Gin products can be found in 42 U.S. states and 20+ countries—something very few U.S craft gin distillers can claim.

Vision and strategy


The world's #1 urban luxury craft spirits company

Bolstered by strong sales and a global distribution network, we’re strengthening our position as the leading American super-premium gin and building a top notch craft spirits portfolio by executing the following strategic priorities:

  1. Building a new brand home featuring a distillery, two bars, and an event space in 2023

  2. Developing and launching new products for our global distribution network

    • 8 new products in 2023, such as spirits-based bottled and canned cocktails

    • 5 new products in 2024, such as whiskey, vodka, and botanical spirits

    • Increasing marketing and sales team activities to drive global growth

Funding


More than $6.6M already raised from our network

As proof of the trust our network has in the experience of our founders, we’ve funded our growth through Friends and Family raises alone. We control the future of Brooklyn Gin.

Opening our investing floor to members of Brooklyn Gin’s community will be the catalyst for rapid expansion. This includes a new distillery, new craft spirits products, new products in high-growth spirits segments and the lucrative Ready-to-Drink segment, as well as hiring for key roles in sales and marketing to further increase our market share.

Founders


We understand luxury spirits & product development

Our founders are uniquely qualified to lead this venture for one simple reason: their deep understanding of what it takes to succeed in the luxury spirits industry. With over 40 years of combined experience, Joe and Emil are experts at developing and launching successful ventures.

Summary



We’re a pioneer brand uniquely positioned to scale

As an emerging leader in the craft spirits industry, Brooklyn Gin is ready to expand even further by building a dynamic distillery, bar, and event space and launching a full spirits portfolio.

With seven-figure annual revenues, global distribution, and worldwide name recognition, we’re ready to be the Next Big Thing in this explosive industry. Will you join us?

Deal terms


Valuation cap

$17,600,000

The maximum valuation at which your investment converts into equity shares or cash.
Learn more

Discount

0%

If a trigger event for Brooklyn Gin occurs, the discount provision gives investors equity shares (or equal value in cash) at a reduced price.
Learn more.

Minimum investment

$150

The smallest investment amount that Brooklyn Gin is accepting.
Learn more

Maximum investment

$200,000

The largest investment amount that Brooklyn Gin is accepting.
Learn more

Funding goal

$1M

Brooklyn Gin must achieve its minimum goal of $50K before the deadline. The maximum amount the offering can raise is $1M.
Learn more

Deadline
Brooklyn Gin needs to reach their minimum funding goal before the deadline ( ). If they don’t, all investments will be refunded.
Learn more
Type of security

Crowd SAFE

A SAFE allows an investor to make a cash investment in a company, with rights to receive certain company stock at a later date, in connection with a specific event. · Learn more

Nominee Lead

Chief Executive Officer of Brooklyn Craft Works LLC. (currently Angel Joseph Santos)

Will direct the Nominee on certain matters like voting, amendments and conversions affecting the security.
Learn more

How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Brooklyn Craft Works LLC. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Brooklyn Gin Crowd SAFE Brooklyn Gin Form C:A.pdf Brooklyn Gin Form C.pdf

Bonus perks

In addition to your Crowd SAFE, you'll receive perks for investing in Brooklyn Gin.
Invest
$250
Receive
  • Personalized digital cocktail book.
  • Limited (50 left of 50)
Invest
$500
Receive
  • Personalized Brooklyn Gin bottle.
  • Limited (30 left of 30)
Invest
$2,500
Receive
  • Brooklyn Gin Cocktail Kit.
  • Limited (20 left of 20)
Invest
$5,000
Receive
  • Priority reservation for private bar.
  • Limited (10 left of 10)
Invest
$25,000
Receive
  • Personalized Brooklyn Gin Medallion that will give you your first round on us every time you visit.
  • Limited (10 left of 10)
Invest
$50,000
Receive
  • One-on-one cocktail tutorial with one of our bartender legends Michael Neff or Richie Boccato.
  • Limited (5 left of 5)
Invest
$75,000
Receive
  • Distillery Tour by founder and private cocktail class for a group of up to 20 guests.
  • Limited (5 left of 5)
Invest
$100,000
Receive
  • Cocktail party for 50 guests.
  • Limited (3 left of 3)
Invest
$200,000
Receive
  • Make your own Limited Edition bespoke gin batch of 60 bottles with co-founders, Joe and Emil. Work with us to develop your own gin recipe and bottle label.

About Brooklyn Gin

Legal Name
Brooklyn Craft Works LLC
Founded
Dec 2011
Form
Florida LLC
Employees
1
Website
brooklyngin.com
Social Media
Headquarters
Google Map location of of Brooklyn Gin
316 Douglass St. , Brooklyn, NY
Headquarters
316 Douglass St., Brooklyn, NY, United States 11217

Brooklyn Gin Team
Everyone helping build Brooklyn Gin, not limited to employees

Profile picture of Emil Jattne
Emil Jattne
Co-Founder
After earning his MBA from the Tuck School at Dartmouth College, Emil entered the world of luxury spirits. While working as Brand Director of Grey Goose Vodkas, he became an expert in growing global spirits brands.
Profile picture of Joe Santos
Joe Santos
Co-Founder
Joe began his spirits career at Bacardi where he launched 8 new products and line extensions. With an MBA from Dartmouth and work experience at Goldman Sachs and Procter & Gamble, Joe's knowledge is invaluable for Brooklyn Gin's growth.
Profile picture of Gil Bouhana
Gil Bouhana
Regional Sales Manager
After starting his career behind the bar at some of the best cocktail bars in NYC - Milk & Honey, Summit Bar, etc. - Gil has spent the last 7 years with spirits sales and education. Gil manages some of our key regions.
Profile picture of Dennis Barnett
Dennis Barnett
Sales and Distributor Management
Dennis has almost 50 years of experience in the spirits industry including positions as President for two of the largest distributors in the US. As co-founder of TW Brands, he manages Brooklyn Gin markets and distributors across the US.
Profile picture of Chris  Hampson
Chris Hampson
Sales and Distributor Management
Chris has over 30 years of sales experience in the industry, including the global sales leadership team at Bacardi. As a co-founder of TW Brands, he manages our brands in multiple markets in the US.
Profile picture of Chauncey Hamlett
Chauncey Hamlett
Brand and Marketing Management
Chauncey has extensive marketing experience in the beverage industry, most recently as regional VP/CMO for Pepsi Beverages. Chauncey will help grow our brands with an emphasis on culture, influencers, and partnerships.
Profile picture of Richie Boccato
Richie Boccato
Hospitality Expert and Bar Operator
Richie is an award-winning New York City bartender and consultant featured in Forbes, GQ, Esquire, The New York Times, and more. His 17+ year career brings unmatched creativity and bar-building expertise to the Brooklyn Gin team.
Profile picture of Michael Neff
Michael Neff
Hospitality Expert and Bar Operator
Michael is a master bartender and entrepreneur featured in Forbes, The Wall Street Journal, GQ, and more. His legendary 27+ year career and passion for creating bars that empower community plays a critical role in building Brooklyn Gin's distillery.
Profile picture of Davide Patta
Davide Patta
Brand Evangelist - Italy
Profile picture of Jay Rivera
Jay Rivera
Brand Evangelist - UK
Profile picture of Neil  Sweeney
Neil Sweeney
Brand Evangelist - Germany
Profile picture of Bec Fordyce
Bec Fordyce
Tasting Program Manager
9 more team members
Emil Jattne
Co-Founder
Joe Santos
Co-Founder
Gil Bouhana
Regional Sales Manager
Dennis Barnett
Sales and Distributor Management
Chris Hampson
Sales and Distributor Management
Davide Patta
Brand Evangelist - Italy
Jay Rivera
Brand Evangelist - UK
Neil Sweeney
Brand Evangelist - Germany
Bec Fordyce
Tasting Program Manager
Chauncey Hamlett
Brand and Marketing Management
Richie Boccato
Hospitality Expert and Bar Operator
Michael Neff
Hospitality Expert and Bar Operator

FAQ

Why is Brooklyn Gin Crowdfunding?

Why is Brooklyn Gin Crowdfunding?

We are seeking capital to fund our expansion - building a new distillery and launching new products. We wanted to give our customers and advocates the opportunity to join us on our journey to build the world’s #1 urban luxury craft spirits company.

Why should I invest in this company? What’s Brooklyn Gin’s story?

Why should I invest in this company? What’s Brooklyn Gin’s story?

Join us in building a new distillery in Brooklyn. We have a successful track record, a proven product, a global distribution network, and a pipeline of new products - all the ingredients to build the world’s #1 urban craft spirits portfolio.

How are you compensating your founding team?

How are you compensating your founding team?

We are reinvesting funds to grow the company. The two co-founders  take a modest, minimal salary which is lower than industry average. They are currently the company's two lowest paid employees.

What's stopping other companies from doing this?

What's stopping other companies from doing this?

Large mass-producers don’t use craft distilling methods. We are local, but we have built a global distribution network. Over 90% of craft spirits companies have most of their sales (over 90%) in their home state.

Who are your competitors, and how exactly do they differ from you?

Who are your competitors, and how exactly do they differ from you?

Our competitors are mass-produced spirits from multinational conglomerates. We distill in batches using traditional techniques and craftsmanship resulting in fresh, vibrant flavors and smoother spirits. We are a city gin with our roots in Brooklyn. 

What do the next 5 years look like for Brooklyn Gin?

What do the next 5 years look like for Brooklyn Gin?

Aggressive expansion and growth. We are building a new brand home with a distillery, two bars, and event space and are launching a full portfolio of new products.

How did you come up with your valuation?

How did you come up with your valuation?

 We used industry comparables for the current business and the new initiatives.

Still have questions? Check the discussion section.
Show all FAQ

Risks

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

The Company is still in an early phase and we are just beginning to implement our business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

The use of Individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.

The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business model to no longer be viable. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our customer transaction processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.

The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’s results of operations.

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.

We are also subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and retail financing, debt collection, consumer protection, environmental, health and safety, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations and we expect these costs to increase going forward. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

Diet trends may adversely affect the Company’s revenues.

Increased consumer concerns about nutrition, healthy diets and allergies, and the risk that sales of the Company’s products may decline due to perceived health concerns, changes in consumer tastes or other reasons beyond the control of the Company, may adversely affect the Company’s future revenues. Consumer concerns about health issues relating to alcohol consumption, dietary effects, regulatory action or any litigation against companies in the industry may also have an adverse effect on the Company’s business.

The Company may not be able to respond successfully to shifting consumer tastes.

Consumer preferences for consumer products are continually changing and are extremely difficult to predict. The ability of the Company to generate revenues will depend upon customer acceptance of the Company’s products. Consumer preferences may shift due to a variety of factors including, without limitation, changes in demographic and social trends, public health initiatives, product innovations, changes in travel, vacation or leisure activity patterns, and a downturn in economic conditions, which may reduce consumers’ willingness to purchase distilled spirits products or cause a shift in consumer preferences toward beer, wine or non-alcoholic distilled spirits, thus reducing sales of the Company’s products. The success of the Company’s products will be key to the success of the Company’s business plan and there can be no assurance that any products sold by the Company will achieve market acceptance or generate meaningful revenue for the Company.

The market for alcoholic beverages is crowded and the Company faces extensive competition.

The market for alcoholic beverages is enormous, which is good, but by the same token it is filled with competitors. We will compete with many different kinds of companies, ranging from small mom-and-pop companies to some of the largest corporations in the world. With only limited marketing resources and visibility, we might struggle to find traction among our target customers.

Competing gin brands include Hendricks, Bombay Sapphire, Aviation, The Botanist and Monkey47.

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.

As an alcoholic beverage company, we are subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and retail financing, debt collection, consumer protection, environmental, health and safety, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations and we expect these costs to increase going forward. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

The manufacture and sale of alcoholic beverages is regulated by federal and state law; taxation.

The manufacture and sale of alcoholic beverages is a business that is highly regulated and taxed at the federal, state and local levels, including international, federal and state requirements as to the use of ingredients, the kind and size of bottles and packaging, labeling, import permits, excise taxes and duties and our ability to launch our products and implement our business plan is highly dependent on our ability to satisfy these requirements and obtain necessary approvals. Our operations, or those of our distillers and distributors, may be subject to more restrictive regulations and increased taxation by federal, state and local governmental agencies than are those of non-alcohol related businesses. Any substantial modification of these regulations or the enactment of any new legislation or regulations, could have a material adverse effect on our business, financial condition and results of operations. The distribution of alcohol-based beverages is also subject to extensive federal and state taxation.

State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

The Company has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Company may have violated state or federal securities laws, any such violation could result in the Company being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Company would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Company will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts.

In addition, if the Company violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Company which, among other things, could result in the Company having to pay substantial fines and be prohibited from selling securities in the future.

The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

Neither the Offering nor the Securities have been registered under federal or state securities laws.

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

The Company's management may have broad discretion in how the Company uses the net proceeds of the Offering.

Unless the Company has agreed to a specific use of the proceeds from the Offering, the Company’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The Company has the right to limit individual Investor commitment amounts based on the Company’s determination of an Investor’s sophistication.

The Company may prevent any Investor from committing more than a certain amount in this Offering based on the Company’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Company’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Company’s determination.

The Company has the right to extend the Offering Deadline.

The Company may extend the Offering Deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Company receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Offering Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after the release of such funds to the Company, the Securities will be issued and distributed to you.

The Company may also end the Offering early.

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Company can end the Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Company may limit the amount of capital it can raise during the Offering by ending the Offering early.

The Company has the right to conduct multiple closings during the Offering.

If the Company meets certain terms and conditions, an intermediate close (also known as a rolling close) of the Offering can occur, which will allow the Company to draw down on seventy percent (70%) of Investor proceeds committed and captured in the Offering during the relevant period. The Company may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.

Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.

In connection with investing in this Offering to purchase a Crowd SAFE ((Simple Agreement for Future Equity) investors will designate Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (the “Nominee”) to act on their behalf as agent and proxy in all respects. The Nominee will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of the Securities or any securities acquired upon their conversion, to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Securities, and as part of the conversion process the Nominee has the authority to open an account in the name of a qualified custodian, of the Nominee’s sole discretion, to take custody of any securities acquired upon conversion of the Securities. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Nominee and its agents) to take various actions on their behalf, and investors will essentially not be able to vote upon matters related to the governance and affairs of the Company nor take or effect actions that might otherwise be available to holders of the Securities and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities to the Nominee and grant broad authority to the Nominee to take certain actions on behalf of the investor, including changing title to the Security.

The Securities will not be freely tradable under the Securities Act until one year from the initial purchase date. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.

You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Company. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distribute, as relevant, will be required to sign a new Nominee Rider (as defined in the Security) and provide personally identifiable information to the Nominee sufficient to establish a custodial account at a later date and time. Under the Terms of the Securities, the Nominee has the right to place units received from the conversion of the Security into a custodial relationship with a qualified third party and have said Nominee be listed as the holder of record. In this case, Investors will only have a beneficial interest in the Equity Securities derived from the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the custodian and Republic Investment Services.

Investors will not become equity holders until the Company decides to convert the Securities or until there is a change of control or sale of substantially all of the Company’s assets. The Investor may never directly hold equity in the Company.

Investors will not have an ownership claim to the Company or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Company. Investors will not become equity holders of the Company unless the Company receives a future round of financing great enough to trigger a conversion and the Company elects to convert the Securities. The Company is under no obligation to convert the Securities. In certain instances, such as a sale of the Company or substantially all of its assets, an initial public offering or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than equity in the Company.

Investors will not be entitled to any inspection or information rights other than those required by law.

Investors will not have the right to inspect the books and records of the Company or to receive financial or other information from the Company, other than as required by law. Other security holders of the Company may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information. Additionally, there are numerous methods by which the Company can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Company such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

Investors will be unable to declare the Security in “default” and demand repayment.

Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. The Company has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Investors have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may Investors demand payment and even then, such payments will be limited to the amount of cash available to the Company.

The Company is a development stage company, has very limited operating history and expects to incur losses for the foreseeable future.

The Company is a development stage company subject to all risks inherent in the creation of a new business and the development of new systems, including the absence of a history of significant operations and sales. As a result, the Company must continue to establish many functions which are necessary to conduct business, including, without limitation, managerial and administrative structure, marketing activities, financial systems and personnel recruitment. The Company expects to incur losses for the foreseeable future as it continues its research and product development and marketing and business development activities. Furthermore, there can be no assurance that the Company will be profitable in the future, that future revenue and operating results will not vary substantially or that positive operating results will ever be achieved and, even if achieved, will not be below the expectations of purchasers. There can be no assurance as to whether or when (if ever) the Company will achieve profitability. Accordingly, the extent of future losses and the time required to achieve profitability, if ever, is highly uncertain.

The Company has incurred significant expenditures in the development of its products, and expects to continue to incur such expenditures in the future. There can be no assurance that the Company will be able to successfully implement its business strategy (and the Company makes no representation with respect thereto), that its business strategy will prove successful or that it will be able to achieve profitability as a result of such implementation, if ever. In addition, it is highly unlikely that the Company will have the ability to operate as a going concern without the proceeds from the Offering and the proceeds of future offerings.

The Company will incur significant expenses due to the implementation of its business strategy.

The Company’s goal is to become a significant marketer of consumer products. Such action is subject to substantial risks, expenses and difficulties frequently encountered in the implementation of a business strategy. Even if the Company is successful in developing new products and brands, it may require the Company to incur substantial, additional expenses, including, without limitation, advertising and promotional costs, and “slotting” expenses (i.e. the cost of obtaining shelf space in retail stores). Accordingly, the Company may incur additional losses in the future as a result of the implementation of the Company’s business strategy, even if revenues commence and thereafter increase.

In addition, the Company hopes to experience growth in its operations, which will place, significant demands on its management, operational and financial infrastructure. If the Company does not effectively manage its growth, it may fail to timely deliver products to its customers in sufficient volume, and the quality of its products could suffer, which could negatively affect its operating results. To effectively manage this growth, the Company will need to hire additional persons, particularly in sales and marketing, and will need to continue to improve its operational, financial and management controls and its reporting systems and procedures. These additional employees, systems enhancements and improvements will require significant capital expenditures and management resources. Failure to implement these improvements could hurt the Company’s ability to manage its growth and its financial position.

Global crises and geopolitical events, including without limitation, COVID-19 can have a significant effect on our business operations and revenue projections.

With shelter-in-place orders and non-essential business closings potentially happening intermittently throughout 2022 and into the future due to COVID-19, the Company’s revenue may have been, and may continue to be, adversely affected.

The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.

In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our Company and present and future market conditions. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

We may implement new lines of business or offer new products and services within existing lines of business.

As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

We rely on other companies to provide components and services for our products.

We depend on suppliers and contractors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if suppliers or contractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies to whom we delegate manufacture of major components or subsystems for our products, or from whom we acquire such items, do not provide components which meet required specifications and perform to our and our customers’ expectations. Our suppliers may be unable to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two contractors or suppliers for a particular component. Our products may utilize custom components available from only one source. Continued availability of those components at acceptable prices, or at all, may be affected for any number of reasons, including if those suppliers decide to concentrate on the production of common components instead of components customized to meet our requirements. The supply of components for a new or existing product could be delayed or constrained, or a key manufacturing vendor could delay shipments of completed products to us adversely affecting our business and results of operations.

We rely on various intellectual property rights, including trademarks, in order to operate our business.

The Company relies on certain intellectual property rights to operate its business. The Company’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

The Company does not own patents for the technology used to manufacture its products.

The Company does not have the exclusive rights to the technology used to manufacture the Company’s products, and, as a result, may face additional competition that could adversely affect the Company’s revenues. Moreover, competitors of the Company, certain of which may have significantly greater resources than the Company, may utilize different technology in the manufacture of products that are similar to those currently manufactured, or that may in the future be manufactured, by the Company. The entry of any such products into the marketplace could have a material adverse effect on sales of the Company’s products, both currently and in the future. The taste and quality of the Company’s products is largely due to certain elements of the Company’s manufacturing process. The Company does not have the exclusive rights to use such elements; therefore, competitors are able to incorporate such elements into their own processes.

The Company’s success depends on the experience and skill of the board of managers, its executive officers and key employees.

We are dependent on our board of managers, executive officers and key employees. These persons may not devote their full time and attention to the matters of the Company. The loss of our board of managers, executive officers and key employees could harm the Company’s business, financial condition, cash flow and results of operations.

Although dependent on certain key personnel, the Company does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and our operations. We have no way to guarantee key personnel will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

Insurance policies may not provide adequate levels of coverage against all claims.

The Company maintains insurance coverage that is customary for businesses of its size and type. However, there are types of losses that may be incurred that cannot be insured against or that may not be commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on the business and results of operations.

The Company may incur material losses and costs as a result of future product liability claims that may be brought against it or any product recalls that it has to make.

As a producer and marketer of consumer products, the Company may be subjected to various product liability claims. There can be no assurance that the product liability insurance maintained by the Company will be adequate to cover any loss or exposure for product liability, or that such insurance will continue to be available on terms acceptable to the Company. Any product liability claim not fully covered by insurance, as well as any adverse publicity from a product liability claim or product recall, could have a material adverse effect on the financial condition or results of operations of the Company.

Product liability claims brought against the Company could be particularly damaging, both monetarily and from a publicity standpoint, in light of the fact that the Company’s products are alcoholic beverages. Such claims, even if unwarranted, could cause the Company’s consumers (both existing and potential) to view the Company’s products as improper or unsuitable, and, as a result, the Company’s business could suffer significantly.

The Company currently lacks in-house manufacturing history.

While the Company has secured a location where they intend to build a distillery, the Company does not at this time have any manufacturing or production facilities or experience in self-manufacturing of the Company’s products in the volumes that will be necessary for it to achieve significant commercial sales. Furthermore, while the Company currently intends to build a distillery to start distilling its products in-house, the Company does not know if the distillery will ever be completed and operational or if the distillery will meet 100% of the Company’s distilling needs. Additionally, assuming the distillery does become operational, the Company still intends to rely on third party co-packers for bottling and packaging. The Company will need to utilize proceeds from this financing and/or subsequent financings in order to build such a facility. Even if the Company is able to raise enough capital to build a facility, the Company may not be able to control and may suffer from building delays and the Company may not be able to raise additional funds required to operate the distillery, each of which may cause delays to the Company’s business plan. In addition to the foregoing, the Company may face other unforeseen risks and expenses, including, but not limited to, liability for harm or damage suffered in connection with the construction of the facility; costs associated with hiring additional personnel in connection with the production of its products; increases in labor costs and in cost of ingredients; changes in legislation related to alcoholic beverages and the production of the same which could slow Company growth; costs related to additional insurance policies in connection with the production of its own products; and labor shortages or increases in labor costs in connection with self-manufacturing which could slow production or Company growth or harm our business. Because the Company does not currently have any manufacturing or production facilities of its own, as may always be the case, the Company may be wholly dependent upon the various suppliers with which it will contract to produce its products, and the Company will have no control on the day-to-day business practices of such suppliers (including, without limitation, with respect to health, safety and quality-assurance procedures). Such suppliers could, at any time, cease to produce any or all of the Company’s products or shut down their supply operations entirely.

The Company has not obtained distribution agreements or broker agreements in all channels or markets into which it plans to expand.

The Company does not currently have distribution or broker agreements in negotiation or in place with respect to all of the channels and markets in which it plans to expand. In the event the Company fails to enter into and/or maintain distribution relationships in such channels and markets, the Company’s operations and financial condition may be materially and adversely affected.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.

We continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions, or confidential employee information may adversely affect our business.

Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations, or may require significant additional investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.

The Company may never elect to convert the Securities or undergo a liquidity event and Investors may have to hold the Securities indefinitely.

The Company may never conduct a future equity financing or elect to convert the Securities if such future equity financing does occur. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an initial public offering. If neither the conversion of the Securities nor a liquidity event occurs, Investors could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distribute, as relevant, will be required to sign a new Nominee Rider (as defined in the Security) and provide personally identifiable information to the Nominee sufficient to establish a custodial account at a later date and time. Under the terms of the Securities, the Nominee has the right to place units received from the conversion of the Security into a custodial relationship with a qualified third party and have said Nominee be listed as the holder of record. In this case, Investors will only have a beneficial interest in the Equity Securities derived from the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the custodian and Republic Investment Services. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.

Any Equity Securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.

The Company’s Equity Securities will be subject to dilution. The Company intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of Equity Securities resulting from the conversion of the Securities will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor’s control and economic interests in the Company.

The amount of additional financing needed by the Company will depend upon several contingencies not foreseen at the time of this Offering. Generally, additional financing (whether in the form of loans or the issuance of other securities) will be intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Company’s needs, the Company may have to raise additional capital at a price unfavorable to their existing investors, including the holders of the Securities. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to accurately predict the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain financing on favorable terms could dilute or otherwise severely impair the value of the Securities.

In addition, the Company has certain equity grants and convertible securities outstanding. Should the Company enter into a financing that would trigger any conversion rights, the converting securities would further dilute the Equity Securities receivable by the holders of the Securities upon a qualifying financing.

Any Equity Securities issued upon conversion of the Securities may be substantially different from other Equity Securities offered or issued by the Company at the time of conversion.

In the event the Company decides to exercise the conversion right, the Company will convert the Securities into Equity Securities that are materially different from the Equity Securities being issued to new investors at the time of conversion in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any Equity Securities issued at the First Equity Financing Price (as defined in the Crowd SAFE agreement) shall have only such preferences, rights, and protections in proportion to the First Equity Financing Price and not in proportion to the price per unit paid by new investors receiving the Equity Securities. Upon conversion of the Securities, the Company may not provide the holders of such Securities with the same rights, preferences, protections, and other benefits or privileges provided to other investors of the Company.

The forgoing paragraph is only a summary of a portion of the conversion feature of the Securities; it is not intended to be complete, and is qualified in its entirety by reference to the full text of the Crowd SAFE agreement, which is attached as Exhibit B.

There is no present market for the Securities and we have arbitrarily set the price.

The Offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The Offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues or other established criteria of value. We cannot guarantee that the Securities can be resold at the Offering price or at any other price.

In the event of the dissolution or bankruptcy of the Company, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.

In the event of the dissolution or bankruptcy of the Company, the holders of the Securities that have not been converted will be entitled to distributions as described in the Securities. This means that such holders will only receive distributions once all of the creditors and more senior security holders, including any holders of preferred interests, have been paid in full. No holders of any of the Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Company.

While the Securities provide mechanisms whereby holders of the Securities would be entitled to a return of their subscription amount upon the occurrence of certain events, if the Company does not have sufficient cash on hand, this obligation may not be fulfilled.

Upon the occurrence of certain events, as provided in the Securities, holders of the Securities may be entitled to a return of the principal amount invested. Despite the contractual provisions in the Securities, this right cannot be guaranteed if the Company does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.

There is no guarantee of a return on an Investor’s investment.

There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

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