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My annual income is more than $200,000 (or more than $300,000 with my spouse) or my net worth, excluding the value of my primary residence, is more than $1,000,000

My annual income is less than $200,000 (or less than $300,000 with my spouse) and my net worth, excluding the value of my primary residence is less than $1,000,000

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James Watt
CEO

As the Managing Director and co-founder of BrewDog plc, James Watt has been awarded Scottish Entrepreneur of the Year three times and Great British Entrepreneur of the Year in 2014. Prior to BrewDog, James turned his back on a legal career after studying Law & Economics and became the Captain of a North Atlantic fishing boat and spent seven years on the high seas. James also co-hosts the international hit TV show Brew Dogs.


Martin Dickie
COO

As Director of Beer & cofounder of BrewDog plc, Martin Dickie has a first class honors degree in Brewing & Distilling from Herriot Watt University. Martin’s beers have won numerous awards including 2 gold medals at the prestigious world beer cup. He is a renegade artist on a mission to change people’s perceptions about beer and challenge their taste buds. Along with James, Martin hosts the hit international TV show Brew Dogs.


Neil Simpson
CFO

Neil Simpson joined BrewDog plc in August 2012, bringing with him more than 20 years of experience, (10 of which were at partner level), advising and acting for a wide variety of businesses through the Ritson Smith accountancy practice. Neil is a qualified chartered accountant with the Institute of Chartered Accountants in Scotland.


Tanisha Robinson
CEO of BrewDog Brewing Company LLC

Tanisha joined BrewDog with extensive entrepreneurial experience. “T” has founded several successful businesses, including Print Syndicate, a design, technology and marketing company known for lookHUMAN.com. T also founded TicketFire, a mobile app for using, transferring and selling paper tickets, before she took the helm at BrewDog USA Inc. in 2017.


EQUITY FOR PUNKS USA: KEY ELEMENTS

♦ We’re aiming to raise up to $10 million, with a stretch goal of up to $40 million, by selling up to 800,000 shares of common stock in BrewDog USA Inc.

♦ Shares cost $50.00, and the minimum investment is 1 share ($50.00).

♦ The offer is open to anyone who wants to invest, anywhere in the world, as long as it is legal in your country. Check your local laws!

WHAT SHOULD I DO BEFORE DECIDING TO GET INVOLVED?

♦ Read the offering circular, which is available at www.equityforpunksusa.com
♦ Make sure you’re cool with the risks of investing. In the offering circular, they are listed starting on page 12.

HOW DO I GO ABOUT INVESTING?

♦ Easy! Once you’ve read the offering circular on our website, just hit INVEST NOW and complete your details.


BREWDOG PLC HAS BEEN NAMED AS ONE OF THE UK’S FASTEST
GROWING BUSINESSES OVER THE PAST 6 YEARS.
HERE’S YOUR CHANCE TO OWN A PART OF OUR US BUSINESS!



SO! WANNA OWN A PIECE OF A CRAFT BREWERY? KEEP READING!


BrewDog plc is the largest and fastest growing craft brewer in Europe, and has been the fastest growing food & drinks company in the UK for the last six years consecutively. In 2017, we grew our overall UK sales by 78%, and shipped 104million bottles of beer worldwide. We are taking all that we have learned since 2007, and applying it in America as we look to build our US business.


“BREWDOG PLC HAS BEEN THE UK’S FASTEST GROWING FOOD AND DRINKS COMPANY FOR THE LAST 6 YEARS”

– SundayTimes Fast Track 100, 2017

 

Today, BrewDog plc employs more than 1,000 passionate people, ships beer to 60 countries around the world, and operates an ever- growing legion of amazing craft beer bars. Despite only starting in 2007, we have built a global reputation for our beers and our brand.

Our seasoned team, our intellectual property, our infrastructure and our experience in craft beer will all enable us to grow our presence in America.

OUR BEER

In America, our beer range is decided by our community. We brew the beers that they want to drink. From Elvis Juice, our IPA featuring an all-out riot of grapefruit and zest, to the inky depths of Jet Black Heart, our vanilla milk stout – we have a headliner range of brilliantly crafted beers, designed to suit the American market. Our pack is led by Punk IPA, our world- class India Pale Ale that has blazed a trail for craft beer around the world. We are also able to produce small batch, innovative twists on traditional styles, such as Juggernaut, and Freak State.

OUR PEOPLE

Our US brewery employs over 150 people in the city of Columbus, as well as a number of people across the United States. We are supported by our founder- led team in Europe, with our US senior team leading our production and marketing out of Ohio. Our seasoned brewing team combine experience from leading breweries such as Founders, FireStone Walker, Wicked Weed and New Belgium.

OUR BRAND

We arrived in America with brand recognition, owing to our TV show, Brew Dogs. The show aired for three seasons, and was the longest-running beer TV show in history, broadcast on Esquire in the US. We’ve also got a heritage for zany PR activities to launch our beers, which often garner a lot of attention around the world. You might have heard of us!

OUR BREWERY

We have a state-of-the-art brewery just 10 miles south of downtown Columbus, Ohio. Launched in 2017, we produce all our beers for the American market at this facility, which also houses a taproom (DogTap), garden, visitor center and restaurant. The 100,000 sq ft brewery is built on a 42 acre site, and we are currently building the world’s first crowd-funded craft beer hotel right next door. This hotel will create a destination for craft beer, with rooms overlooking the Brewhouse. We adore Ohio, and Columbus has welcomed us with open arms. There is a huge opportunity in the Mid-West, and there are no other breweries of our size in the Columbus area.


WE STARTED BREWING BEER IN OHIO IN 2017, AND SINCE THEN DEMAND HAS RAMPED UP ACROSS AMERICA.


We are now available in eight states, and we are expanding our footprint every day. Ohio remains our biggest and most loved state, being our homeland in the USA and the hub of our production, and we’re making tracks into neighboring states as well as significant craft beer outposts. The response we have received from beer fans is incredible, and we’ll soon be hitting stores in a city near you!

WHERE YOU CAN BUY OUR BEER

We are working solidly to build relationships with additional state distributors, and the following states are in our cross hairs for 2018.


THE MORE EQUITY PUNKS WE SEE INVESTING FROM YOUR HOME STATE, THE MORE EFFORT AND RESOURCES WE WILL PUT INTO MAKING SURE YOU CAN GET YOUR HANDS ON OUR BEER!


Since opening our first bar in Aberdeen in 2010, BrewDog now has over 50 bars globally including flagship sites in London, Berlin, Barcelona, Tokyo, São Paulo and Stockholm.

BrewDog Bars are places where you can indulge in everything that is great about craft beer. We pride ourselves on having the most knowledgeable staff and showcasing the most flavorsome beers from all over the planet.

BREWDOG BARS IN AMERICA


WE LAUNCHED OUR FIRST BAR IN AMERICA BEFORE WE OPENED OUR US BREWERY. DOGTAP COLUMBUS HAS BEEN BOUNCING SINCE OPENING ITS DOORS IN JANUARY 2017, 6 MONTHS BEFORE WE RELEASED OUR FIRST BEERS STATESIDE. NOW, WE’RE TAKING THIS SHOW ON THE ROAD.


In Europe, our bars enable us to sell more beer, increase our brand visibility, build our community and introduce more people to the incredible world of great craft beer.

Originally inspired by American beer bars, each BrewDog venue infuses European café culture, contemporary food, craft beer, and artisanal spirits.

Our spaces are raw, utilitarian and industrial, but we take care to make them comfortable places where you’ll want to stick around.

We plan to launch a series of BrewPubs across America, with your help! We will be tracking the investment from Equity for Punks USA, and where we see significant spikes in investment, we will aim to open a new bar in your hometown.

With three BrewDog bars already launched in Columbus Ohio, BrewDog USA is primed and ready to bring our established craft beer venues to more states. We have identified a number of amazing cities in which we plan to open BrewPubs, but we need your help to determine where we hit up first!

Any city with more than 500 Equity Punk investors will make it onto our initial hit list for BrewPubs sites in America!

Visit brewdog.com/usa/equityforpunks/live-updates to see how your city stacks up so far!


WANT US TO ROCK UP TO YOUR HOMETOWN? IF WE SEE 500 INVESTORS FROM ANY US CITY, WE WILL ENDEAVOR TO OPEN A BREWPUB THERE!


Your investment will help shape how we shortlist new cities, and you’ll be invited to preview your local BrewPub before it opens to the public! The map below shows where we’re already aiming to open some amazing craft beer venues, and we’ll be expanding this map based on where we see investment!

 

NEW BARS

Our first American venue launched on site at our Ohio brewery 6 months before we even produced our first beer! DogTap was a hit from the start, and we have since launched two additional bars in Columbus; The Short North and Franklinton. With the money raised, we plan to open more amazing craft beer bars across the USA, combining our love for American craft beer destinations with European beer café culture.

 

EVENTS VENUE

Our taproom, DogTap often plays host to events for our local community, be it a birthday, family get together or just a wild day out with the dogs. We see a huge opportunity to build an awesome conference and events space on site in Columbus, with capacity for 500 people and the best beer you’ll ever find in such a venue! Forget the dried out sandwiches and stuffy, windowless rooms in hotels. This will be the ultimate location for craft beer weddings, conferences, festivals and meetings. Get working on your guest list!

 

SOUR BEER DEVELOPMENT & PRODUCTION

Last year, we raised initial funds for a sour beer facility in Ohio. Since then, we have launched the OverWorks in Ellon, Scotland, and we’re gearing up to start working on some sour fermentation this side of the pond. Our resident master of funk, Richard Kilcullen, will be establishing a wonderland of spontaneous fermentation on our site right here in Ohio, and your investment will help develop the recipes and production requirements for this exciting new brewing endeavor.

 

AUTOMATED KEG LINE

It’s not sexy, but it’s necessary!
We need an automated keg line here in Columbus to fast track production and get your awesome beer out the door and into more bars faster, and fresher. Your investment will make that happen!

INFRASTRUCTURE & PEOPLE

We’ve got huge plans here in America and we’ve already got an incredible team on the ground ready to make it happen. Our first year has been a blast with a new distribution route opening up every few weeks since we released our first beers, and our ability to fast-track our progress and reach all four corners of the USA fast is totally reliant on the stability of our infrastructure, and the ability of our people. We’ll be investing in both these things as part of Equity for Punks USA.

SHAREHOLDER BENEFITS

In addition to owning part of BrewDog USA, you can also earn yourself some amazing, money-can’t-buy rewards after you become a shareholder through Equity for Punks USA.


EVERY SHAREHOLDER RECEIVES


5% discount in BrewDog bars worldwide
10% discount off our US online shop
10% off DogHouse standard rooms when our hotel opens in Columbus, Ohio*
A free tour of the BrewDog brewery in Scotland**
A free tour of the BrewDog brewery in Columbus, Ohio**
An invitation +1 to our soon-to-be-legendary US AGM (Annual General Mayhem) in Columbus, Ohio**
Access to our online Equity Punk forum
An Equity Punk ID card
An invite to our annual shareholder brew day for you and a friend
A free draft BrewDog beer on your birthday, redeemable at any BrewDog bar worldwide
A free copy of our book, Craft Beer For The People, signed by the author. You can collect it from DogTap Columbus for free, or add it to an order from our US online shop!

* 10% DogHouse discount is available Monday-Thursday, excluding national holidays. ** Travel not included.




On top of the everyday benefits of becoming an Equity Punk, you can invest extra to get your paws on upper tier perks!

The below clubs must be redeemed via our website, on your account on BrewDog.com. These will be available to claim once you submit your application, and will be redeemable once your shares are issued.

*You can claim your T-shirt and pin badge from our brewery in Columbus Ohio or add them to an order from our online store!
For the DogHouse Club, hotel rooms are available to claim Monday-Thursday, excluding national holidays. You’re welcome to bump up to weekends for a supplement! Get in touch when your perks are redeemable to confirm the cost for your ideal weekend.

Want more? You got it! Invest more than $5,000 and you’ll unlock these turbo-charged boosted benefits. You can choose one perk from each tier that you qualify for. For example, if you invest $20,000, you can choose a benefit from the $5,000, $10,000 and $20,000 tiers.

Travel is not included for any boosted benefits perks.
Boosted Benefits are only available to one person to claim per investment, unless otherwise stated.
For ‘In the DogHouse’ perks, hotel rooms are available to claim Monday-Thursday, excluding national holidays. You’re welcome to bump up to weekends for a supplement! Get in touch when your perks are redeemable to confirm the cost for your ideal weekend.

INTRODUCE FRIENDS FOR EXTRA BEERY PERKS!

In addition to all the benefits of investing, you can also bag yourself money-can’t-buy additional rewards by introducing friends to Equity for Punks.

When you invest at www.equityforpunksusa.com, you will be provided with a unique Intro code. Then, when your friends invest, they’ll have the chance to add that code to the relevant field and rack up some beery treats for you!

USE YOUR CODE TO INTRODUCE THE FOLLOWING NUMBERS OF PALS TO GET YOURSELF SOME EPIC GOODIES:

You will receive a DoubleDog discount for our online shop which will double up your awesome Equity Punk discount on any single order! On top of that, you’ll also get your paws on a hard-copy of DIY Dog 2019 – the next release of our homebrew bible featuring scaled-down recipes of every beer we have ever made.

All of the above, plus first-access to three cans of a limited-release Columbus-brewed beer*! You’ll also get an Equity for Punks swag bag with limited release, Equity Punk-exclusive goodies!

All of the above, plus six exclusive Equity for Punks Teku glasses to raise a glass to the craft beer revolution, a much sought-after BrewDog tin sign, and one bottle of the first release of our Equity Punk-exclusive OverWorks Overlords sour beer* after our sour beer facility is up and running stateside!

All of the above, plus an exclusive invite to an awesome DogDay at our brewery in Columbus! You’ll get an all- expenses-paid** trip to visit us and brew an exclusive, special edition beer. There’ll also be a VIP tour, tasting session, dinner and Q&A with our directors.

OVERALL INTRO WINNERS

The Top Ten Intro-Extraordinaires in Equity for Punks USA will win a trip to Aberdeenshire†, the original home of BrewDog, for a tour of our HQ, a day brewing with our team, plus dinner and drinks in Aberdeen!

INTRO OF THE WEEK

The top 3 Intro Extraordinaires each week will get their paws on an extremely limited-edition barrel-aged beer*.

* You can collect all your beer (except the weekly prize) and swag perks from our brewery in Columbus, Ohio, or add them to an online shop order. Remember, beer can only be shipped within Ohio! The weekly prize beer can be collected from our Columbus brewery only and will be held for pickup for up to 6 months after the end of the raise.
** DogDay Travel will be within the United States.
† Includes return travel from the USA, and accommodation in Aberdeenshire.

LET’S GO AMERICA!

BrewDog_GoUSA

We intend to replicate BrewDog plc’s European successes in the far larger craft beer market of the USA. We intend to take advantage of the brand recognition BrewDog already has stateside from ourTV show and our online footprint, and translate these into sales. We intend to build on the amazing distribution contracts we already have in place. We intend to take all of our team’s experience of rapidly expanding a craft brewery and apply it in America.


AND WE WANT YOU ALONG FOR THE RIDE.
YOUR INVESTMENT WILL ENABLE US TO GROW EVEN FASTER.



AT BREWDOG, WE BELIEVE THAT BY HAVING THE CONVICTION TO DO THINGS ON OUR OWN TERMS AND BY LIVING THE PUNK DIY ETHOS, WE CAN CHANGE THE WORLD WITH CRAFT BEER. ONE GLASS AT A TIME.


We believe the best way to launch BrewDog USA and to grow our business is to ask you to be involved in our future.

Our growth so far has been phenomenal. And with that growth all set to continue, this is your opportunity to get involved. We want you to share in our future success and own your very own part of BrewDog USA.

This is going to be an awesome journey. And we want you to join us on it. With your investment there is no telling how far we can go.


OUR STRATEGY HAS ALWAYS BEEN TO TRY TO SHORTEN THE DISTANCE BETWEEN OURSELVES AND THE PEOPLE WHO ENJOY OUR BEERS; EQUITY FOR PUNKS IS THE ULTIMATE INCARNATION OF THIS PHILOSOPHY.


We’d rather use this space to tell you more about our awesome beers and how passionate we are about opening bringing BrewDog and our craft beer revolution to the US, but our lawyers asked us to do this instead. So, make them happy by reading this while we get back to doing what we do best: making great craft beer.

The information on this page was created by BrewDog USA Inc. to assist with marketing our Regulation A stock offering. The text on this page is a summary but does not contain all of the terms of our stock offering. In order to review all of the terms of our stock offering, you should review our offering circular that contains all of the terms, conditions, risk factors, and disclosures that you should read and understand before you invest in our company. The offering circular is available in the Documents section below for you to read and review before you invest. The offering circular has been filed with the SEC, so you can also view it on the SEC’s website here. The offering circular explains that we are offering 1,052,632 shares of common stock in BrewDog USA Inc. at a price of $47.50 per share with a minimum purchase of two shares per investor.

The United States Securities and Exchange Commission (“SEC”) does not pass upon the merits of, or give its approval to, any of the securities we are offering or the terms of our offering, nor does it pass upon the accuracy or completeness of our offering circular or other selling literature. The securities we are offering are offered pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered in our offering circular and in our offering are exempt from registration.

When you review our offering circular, please review all of the risk factors before making an investment in our company. An investment in our company should only be made if you are capable of evaluating the risks and merits of this investment and if you have sufficient resources to bear the entire loss of your investment, should that occur.

Generally, no sale may be made to anyone in our offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Our offering circular does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation would be unlawful. No person has been authorized to give any information or
to make any representations concerning our company other than those contained in our offering circular, and if given or made, such other information or representation must not be relied upon. Prospective investors are not to construe the contents of our offering circular, or of any prior or subsequent communications from our company or any of its employees, agents or affiliates, as investment, legal, financial or tax advice. Before investing in our offering, please review our offering circular carefully, ask any questions of the company’s management that you would like answered and consult your own counsel, accountant and other professional advisors as to legal, tax and other related matters concerning this investment.

Webinar

There are no webinars currently scheduled for this offering. Please Follow this Offering by clicking the FOLLOW button in the right sidebar box to be notified of updates related to this offering, including upcoming webinars.

BrewDog USA Inc. Brochure

BrewDog USA Inc. Brochure

BrewDog USA Inc. Offering Circular

BrewDog USA Inc. Offering Circular
HOW DO I BUY SHARES?

That’s easy! Just hit up equityforpunksusa.com and click ‘INVEST NOW!’ – that’ll open the form, then you just need to fill it all in and we’ll do the rest.

 

There are a number of ways that you can pay for your shares; these are credit/debit, wire transfer, ACH and check! Just check the box for your preferred payment method, and you’re away! We’ll take the payment for debit, credit or ACH immediately, and for all other methods you’ll receive the deets in an email once you’ve completed the application. Make sure you follow the instructions in the email to complete your investment.

WHAT SHOULD I DO BEFORE BUYING SHARES?

You should read the risks, which are located in the Offering Circular available here (don’t worry, it has some nice pictures too) and the terms and conditions, which are also included in the document. There is also a bit more information about being an Equity Punk in the brochure found here. You will need to enter some deets online (the US government insists!) but we made the process as easy as possible. Just go to this link and hit the ‘INVEST NOW!’ button.

HOW MUCH DO SHARES COST?

For just $50 you can bag yourself a share in our U.S. brewery! Shares cost $50 each. For accredited investors, there's no maximum investment, and for non-accredited investors you can invest up to 10% of your annual income or net worth.

ARE THERE BENEFITS TO INVESTING?

Yes, lots! Not only do you get to own a piece of our brewery and our business in America, you also get a 5% discount in all BrewDog bars around the globe as well as a 10% discount in our US online shop, a free beer on your birthday, an invite to our soon-to-be legendary AGM (Annual General Mayhem) and a signed copy of our book, Craft Beer For The People. And that’s just our everyday benefits!

IF I INVEST MORE, DO I GET MORE BENEFITS?

Absolutely! If you invest extra you can get your paws on our upper tier perks. These start at $100, where you can bag yourself a 3 month subscription to our brand new TV network Brew Dogs, launching soon! Love visiting our bars and online shop?

Invest over $500 and you’ll receive a double discount in both; 10% in our bars globally and 20% in our U.S. online shop! Awesome!

Invest over $1,000 and you can access our awesome Club Benefits, choosing between a subscription to our OverWorks Overlords beer club, getting exclusive bottles of funky beer from our new sour beer facility, or for 2 nights at our craft beer hotel with the DogHouse Club! Or invest £1,500 and get both!

We have a whole raft of turbo-charged Boosted Benefits too! Like the sound of a custom designed beer fridge for your favorite canned and bottled brews, a cask of your own LoneWolf whisky or your very own BrewDog bar installed in your home?! Starting at $5,000 you unlock the opportunity to select from a bunch of extra special Boosted Benefits! Check out the full deets here.

AS AN EQUITY PUNK, DO I GET A SAY IN HOW THE BUSINESS IS RUN?

You sure do! All Equity Punks get access to the Forum, our direct line of communication with our 80,000-strong community across our UK and U.S. businesses, where we soundboard our company decisions with you, and encourage discussions on all things beer and BrewDog!

Not only do you get to sound out all your ideas on the Forum, if you live near a BrewDog bar, you can join the Crow’s Nest collective. This is where you claim your local bar as your own and have the chance to shape and vote on ideas to make your bar even better!

I LIVE OUTSIDE THE US OF A! CAN I INVEST?

You sure can! As long as it’s legal in your country of residence, then you can join our legion of Equity Punks!

I AM ALREADY A SHAREHOLDER, CAN I BUY MORE?

If you have already bought shares in a previous round Equity for Punks for our UK or US businesses previously, you are one of the 80,000 people who we class as our nearest and dearest friends. Thank you! As long as you are comfortable that your own situation makes you eligible to be an investor, we’d love for you to join the ranks of investors in our US company in this round of Equity for Punks USA! Your account page on our website is set up to clearly display the number of shares you hold in both BrewDog plc and BrewDog USA, Inc. You must use the same email address used in previous investment rounds to ensure any shares you’ve purchased will stack on your account.

WHAT DOES BACKUP WITHHOLDING MEAN?

Backup withholding is a tax levied on investment income as an investor withdraws it. Backup withholding helps agencies such as the IRS to be able to collect income taxes owed to them from investors' earnings. Most likely, if you are subject to backup withholding, you would have been previously notified by the applicable taxing authority.

WHAT DOES ACCREDITED VS. NON-ACCREDITED INVESTOR MEAN?

Regulation A+ requires us to find out if you are an accredited investor or not, because of some limitations that apply on how much a non-accredited investor may invest. Basically, the law says an individual is an accredited investor  if their income exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and they reasonably expect the same for the current year, or has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence). If you want to play lawyer and read the legalese yourself, you can find the SEC’s definition here!

WHY DO WE NEED TO KNOW YOUR NET WORTH?

We have to ask this question to be sure we comply with Regulation A+ which says that if you are a non-accredited investor, the amount you can invest is limited to no more than 10% of the greater of your annual income or net worth. But don't worry, when you fill in the forms, we do the math for you! Just throw your annual income and a rough calculation of your net worth (that is, the total value of everything you own) where the form requests it.

HOW IS EQUITY FOR PUNKS REGULATED?

BrewDog's Equity for Punks USA offer is being made under “Regulation A+” which is Title IV of the JOBS Act. Our offering had to be submitted to the Securities and Exchange Commission and qualified by them before we could offer any shares for sale. Equity for Punks USA is regulated by federal and state securities laws. The legal work in preparing the offering circular and the offering itself was carried out by attorney Kendall Almerico and his law firm DiMuroGinsberg. The audit of BrewDog USA Inc.'s financial records was carried out by Ernst & Young, and these records are the basis for the financial information contained in the offering circular.

I HAVE ANOTHER QUESTION – WHO CAN I TALK TO?

We’re here to answer all your questions – specifically about Equity for Punks USA (but if you need advice on your new hair cut or what you should get for lunch, we can offer an opinion too!) All you need to do is sling an email to equitypunksusa@brewdog.com

summary

business & offering

EQUITY FOR PUNKS USA: KEY ELEMENTS

♦ We’re aiming to raise up to $10 million, with a stretch goal of up to $40 million, by selling up to 800,000 shares of common stock in BrewDog USA Inc.

♦ Shares cost $50.00, and the minimum investment is 1 share ($50.00).

♦ The offer is open to anyone who wants to invest, anywhere in the world, as long as it is legal in your country. Check your local laws!

WHAT SHOULD I DO BEFORE DECIDING TO GET INVOLVED?

♦ Read the offering circular, which is available at www.equityforpunksusa.com
♦ Make sure you’re cool with the risks of investing. In the offering circular, they are listed starting on page 12.

HOW DO I GO ABOUT INVESTING?

♦ Easy! Once you’ve read the offering circular on our website, just hit INVEST NOW and complete your details.


BREWDOG PLC HAS BEEN NAMED AS ONE OF THE UK’S FASTEST
GROWING BUSINESSES OVER THE PAST 6 YEARS.
HERE’S YOUR CHANCE TO OWN A PART OF OUR US BUSINESS!



SO! WANNA OWN A PIECE OF A CRAFT BREWERY? KEEP READING!


BrewDog plc is the largest and fastest growing craft brewer in Europe, and has been the fastest growing food & drinks company in the UK for the last six years consecutively. In 2017, we grew our overall UK sales by 78%, and shipped 104million bottles of beer worldwide. We are taking all that we have learned since 2007, and applying it in America as we look to build our US business.


“BREWDOG PLC HAS BEEN THE UK’S FASTEST GROWING FOOD AND DRINKS COMPANY FOR THE LAST 6 YEARS”

– SundayTimes Fast Track 100, 2017

 

Today, BrewDog plc employs more than 1,000 passionate people, ships beer to 60 countries around the world, and operates an ever- growing legion of amazing craft beer bars. Despite only starting in 2007, we have built a global reputation for our beers and our brand.

Our seasoned team, our intellectual property, our infrastructure and our experience in craft beer will all enable us to grow our presence in America.

OUR BEER

In America, our beer range is decided by our community. We brew the beers that they want to drink. From Elvis Juice, our IPA featuring an all-out riot of grapefruit and zest, to the inky depths of Jet Black Heart, our vanilla milk stout – we have a headliner range of brilliantly crafted beers, designed to suit the American market. Our pack is led by Punk IPA, our world- class India Pale Ale that has blazed a trail for craft beer around the world. We are also able to produce small batch, innovative twists on traditional styles, such as Juggernaut, and Freak State.

OUR PEOPLE

Our US brewery employs over 150 people in the city of Columbus, as well as a number of people across the United States. We are supported by our founder- led team in Europe, with our US senior team leading our production and marketing out of Ohio. Our seasoned brewing team combine experience from leading breweries such as Founders, FireStone Walker, Wicked Weed and New Belgium.

OUR BRAND

We arrived in America with brand recognition, owing to our TV show, Brew Dogs. The show aired for three seasons, and was the longest-running beer TV show in history, broadcast on Esquire in the US. We’ve also got a heritage for zany PR activities to launch our beers, which often garner a lot of attention around the world. You might have heard of us!

OUR BREWERY

We have a state-of-the-art brewery just 10 miles south of downtown Columbus, Ohio. Launched in 2017, we produce all our beers for the American market at this facility, which also houses a taproom (DogTap), garden, visitor center and restaurant. The 100,000 sq ft brewery is built on a 42 acre site, and we are currently building the world’s first crowd-funded craft beer hotel right next door. This hotel will create a destination for craft beer, with rooms overlooking the Brewhouse. We adore Ohio, and Columbus has welcomed us with open arms. There is a huge opportunity in the Mid-West, and there are no other breweries of our size in the Columbus area.


WE STARTED BREWING BEER IN OHIO IN 2017, AND SINCE THEN DEMAND HAS RAMPED UP ACROSS AMERICA.


We are now available in eight states, and we are expanding our footprint every day. Ohio remains our biggest and most loved state, being our homeland in the USA and the hub of our production, and we’re making tracks into neighboring states as well as significant craft beer outposts. The response we have received from beer fans is incredible, and we’ll soon be hitting stores in a city near you!

WHERE YOU CAN BUY OUR BEER

We are working solidly to build relationships with additional state distributors, and the following states are in our cross hairs for 2018.


THE MORE EQUITY PUNKS WE SEE INVESTING FROM YOUR HOME STATE, THE MORE EFFORT AND RESOURCES WE WILL PUT INTO MAKING SURE YOU CAN GET YOUR HANDS ON OUR BEER!


Since opening our first bar in Aberdeen in 2010, BrewDog now has over 50 bars globally including flagship sites in London, Berlin, Barcelona, Tokyo, São Paulo and Stockholm.

BrewDog Bars are places where you can indulge in everything that is great about craft beer. We pride ourselves on having the most knowledgeable staff and showcasing the most flavorsome beers from all over the planet.

BREWDOG BARS IN AMERICA


WE LAUNCHED OUR FIRST BAR IN AMERICA BEFORE WE OPENED OUR US BREWERY. DOGTAP COLUMBUS HAS BEEN BOUNCING SINCE OPENING ITS DOORS IN JANUARY 2017, 6 MONTHS BEFORE WE RELEASED OUR FIRST BEERS STATESIDE. NOW, WE’RE TAKING THIS SHOW ON THE ROAD.


In Europe, our bars enable us to sell more beer, increase our brand visibility, build our community and introduce more people to the incredible world of great craft beer.

Originally inspired by American beer bars, each BrewDog venue infuses European café culture, contemporary food, craft beer, and artisanal spirits.

Our spaces are raw, utilitarian and industrial, but we take care to make them comfortable places where you’ll want to stick around.

We plan to launch a series of BrewPubs across America, with your help! We will be tracking the investment from Equity for Punks USA, and where we see significant spikes in investment, we will aim to open a new bar in your hometown.

With three BrewDog bars already launched in Columbus Ohio, BrewDog USA is primed and ready to bring our established craft beer venues to more states. We have identified a number of amazing cities in which we plan to open BrewPubs, but we need your help to determine where we hit up first!

Any city with more than 500 Equity Punk investors will make it onto our initial hit list for BrewPubs sites in America!

Visit brewdog.com/usa/equityforpunks/live-updates to see how your city stacks up so far!


WANT US TO ROCK UP TO YOUR HOMETOWN? IF WE SEE 500 INVESTORS FROM ANY US CITY, WE WILL ENDEAVOR TO OPEN A BREWPUB THERE!


Your investment will help shape how we shortlist new cities, and you’ll be invited to preview your local BrewPub before it opens to the public! The map below shows where we’re already aiming to open some amazing craft beer venues, and we’ll be expanding this map based on where we see investment!

 

NEW BARS

Our first American venue launched on site at our Ohio brewery 6 months before we even produced our first beer! DogTap was a hit from the start, and we have since launched two additional bars in Columbus; The Short North and Franklinton. With the money raised, we plan to open more amazing craft beer bars across the USA, combining our love for American craft beer destinations with European beer café culture.

 

EVENTS VENUE

Our taproom, DogTap often plays host to events for our local community, be it a birthday, family get together or just a wild day out with the dogs. We see a huge opportunity to build an awesome conference and events space on site in Columbus, with capacity for 500 people and the best beer you’ll ever find in such a venue! Forget the dried out sandwiches and stuffy, windowless rooms in hotels. This will be the ultimate location for craft beer weddings, conferences, festivals and meetings. Get working on your guest list!

 

SOUR BEER DEVELOPMENT & PRODUCTION

Last year, we raised initial funds for a sour beer facility in Ohio. Since then, we have launched the OverWorks in Ellon, Scotland, and we’re gearing up to start working on some sour fermentation this side of the pond. Our resident master of funk, Richard Kilcullen, will be establishing a wonderland of spontaneous fermentation on our site right here in Ohio, and your investment will help develop the recipes and production requirements for this exciting new brewing endeavor.

 

AUTOMATED KEG LINE

It’s not sexy, but it’s necessary!
We need an automated keg line here in Columbus to fast track production and get your awesome beer out the door and into more bars faster, and fresher. Your investment will make that happen!

INFRASTRUCTURE & PEOPLE

We’ve got huge plans here in America and we’ve already got an incredible team on the ground ready to make it happen. Our first year has been a blast with a new distribution route opening up every few weeks since we released our first beers, and our ability to fast-track our progress and reach all four corners of the USA fast is totally reliant on the stability of our infrastructure, and the ability of our people. We’ll be investing in both these things as part of Equity for Punks USA.

SHAREHOLDER BENEFITS

In addition to owning part of BrewDog USA, you can also earn yourself some amazing, money-can’t-buy rewards after you become a shareholder through Equity for Punks USA.


EVERY SHAREHOLDER RECEIVES


5% discount in BrewDog bars worldwide
10% discount off our US online shop
10% off DogHouse standard rooms when our hotel opens in Columbus, Ohio*
A free tour of the BrewDog brewery in Scotland**
A free tour of the BrewDog brewery in Columbus, Ohio**
An invitation +1 to our soon-to-be-legendary US AGM (Annual General Mayhem) in Columbus, Ohio**
Access to our online Equity Punk forum
An Equity Punk ID card
An invite to our annual shareholder brew day for you and a friend
A free draft BrewDog beer on your birthday, redeemable at any BrewDog bar worldwide
A free copy of our book, Craft Beer For The People, signed by the author. You can collect it from DogTap Columbus for free, or add it to an order from our US online shop!

* 10% DogHouse discount is available Monday-Thursday, excluding national holidays. ** Travel not included.




On top of the everyday benefits of becoming an Equity Punk, you can invest extra to get your paws on upper tier perks!

The below clubs must be redeemed via our website, on your account on BrewDog.com. These will be available to claim once you submit your application, and will be redeemable once your shares are issued.

*You can claim your T-shirt and pin badge from our brewery in Columbus Ohio or add them to an order from our online store!
For the DogHouse Club, hotel rooms are available to claim Monday-Thursday, excluding national holidays. You’re welcome to bump up to weekends for a supplement! Get in touch when your perks are redeemable to confirm the cost for your ideal weekend.

Want more? You got it! Invest more than $5,000 and you’ll unlock these turbo-charged boosted benefits. You can choose one perk from each tier that you qualify for. For example, if you invest $20,000, you can choose a benefit from the $5,000, $10,000 and $20,000 tiers.

Travel is not included for any boosted benefits perks.
Boosted Benefits are only available to one person to claim per investment, unless otherwise stated.
For ‘In the DogHouse’ perks, hotel rooms are available to claim Monday-Thursday, excluding national holidays. You’re welcome to bump up to weekends for a supplement! Get in touch when your perks are redeemable to confirm the cost for your ideal weekend.

INTRODUCE FRIENDS FOR EXTRA BEERY PERKS!

In addition to all the benefits of investing, you can also bag yourself money-can’t-buy additional rewards by introducing friends to Equity for Punks.

When you invest at www.equityforpunksusa.com, you will be provided with a unique Intro code. Then, when your friends invest, they’ll have the chance to add that code to the relevant field and rack up some beery treats for you!

USE YOUR CODE TO INTRODUCE THE FOLLOWING NUMBERS OF PALS TO GET YOURSELF SOME EPIC GOODIES:

You will receive a DoubleDog discount for our online shop which will double up your awesome Equity Punk discount on any single order! On top of that, you’ll also get your paws on a hard-copy of DIY Dog 2019 – the next release of our homebrew bible featuring scaled-down recipes of every beer we have ever made.

All of the above, plus first-access to three cans of a limited-release Columbus-brewed beer*! You’ll also get an Equity for Punks swag bag with limited release, Equity Punk-exclusive goodies!

All of the above, plus six exclusive Equity for Punks Teku glasses to raise a glass to the craft beer revolution, a much sought-after BrewDog tin sign, and one bottle of the first release of our Equity Punk-exclusive OverWorks Overlords sour beer* after our sour beer facility is up and running stateside!

All of the above, plus an exclusive invite to an awesome DogDay at our brewery in Columbus! You’ll get an all- expenses-paid** trip to visit us and brew an exclusive, special edition beer. There’ll also be a VIP tour, tasting session, dinner and Q&A with our directors.

OVERALL INTRO WINNERS

The Top Ten Intro-Extraordinaires in Equity for Punks USA will win a trip to Aberdeenshire†, the original home of BrewDog, for a tour of our HQ, a day brewing with our team, plus dinner and drinks in Aberdeen!

INTRO OF THE WEEK

The top 3 Intro Extraordinaires each week will get their paws on an extremely limited-edition barrel-aged beer*.

* You can collect all your beer (except the weekly prize) and swag perks from our brewery in Columbus, Ohio, or add them to an online shop order. Remember, beer can only be shipped within Ohio! The weekly prize beer can be collected from our Columbus brewery only and will be held for pickup for up to 6 months after the end of the raise.
** DogDay Travel will be within the United States.
† Includes return travel from the USA, and accommodation in Aberdeenshire.

LET’S GO AMERICA!

BrewDog_GoUSA

We intend to replicate BrewDog plc’s European successes in the far larger craft beer market of the USA. We intend to take advantage of the brand recognition BrewDog already has stateside from ourTV show and our online footprint, and translate these into sales. We intend to build on the amazing distribution contracts we already have in place. We intend to take all of our team’s experience of rapidly expanding a craft brewery and apply it in America.


AND WE WANT YOU ALONG FOR THE RIDE.
YOUR INVESTMENT WILL ENABLE US TO GROW EVEN FASTER.



AT BREWDOG, WE BELIEVE THAT BY HAVING THE CONVICTION TO DO THINGS ON OUR OWN TERMS AND BY LIVING THE PUNK DIY ETHOS, WE CAN CHANGE THE WORLD WITH CRAFT BEER. ONE GLASS AT A TIME.


We believe the best way to launch BrewDog USA and to grow our business is to ask you to be involved in our future.

Our growth so far has been phenomenal. And with that growth all set to continue, this is your opportunity to get involved. We want you to share in our future success and own your very own part of BrewDog USA.

This is going to be an awesome journey. And we want you to join us on it. With your investment there is no telling how far we can go.


OUR STRATEGY HAS ALWAYS BEEN TO TRY TO SHORTEN THE DISTANCE BETWEEN OURSELVES AND THE PEOPLE WHO ENJOY OUR BEERS; EQUITY FOR PUNKS IS THE ULTIMATE INCARNATION OF THIS PHILOSOPHY.


We’d rather use this space to tell you more about our awesome beers and how passionate we are about opening bringing BrewDog and our craft beer revolution to the US, but our lawyers asked us to do this instead. So, make them happy by reading this while we get back to doing what we do best: making great craft beer.

The information on this page was created by BrewDog USA Inc. to assist with marketing our Regulation A stock offering. The text on this page is a summary but does not contain all of the terms of our stock offering. In order to review all of the terms of our stock offering, you should review our offering circular that contains all of the terms, conditions, risk factors, and disclosures that you should read and understand before you invest in our company. The offering circular is available in the Documents section below for you to read and review before you invest. The offering circular has been filed with the SEC, so you can also view it on the SEC’s website here. The offering circular explains that we are offering 1,052,632 shares of common stock in BrewDog USA Inc. at a price of $47.50 per share with a minimum purchase of two shares per investor.

The United States Securities and Exchange Commission (“SEC”) does not pass upon the merits of, or give its approval to, any of the securities we are offering or the terms of our offering, nor does it pass upon the accuracy or completeness of our offering circular or other selling literature. The securities we are offering are offered pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered in our offering circular and in our offering are exempt from registration.

When you review our offering circular, please review all of the risk factors before making an investment in our company. An investment in our company should only be made if you are capable of evaluating the risks and merits of this investment and if you have sufficient resources to bear the entire loss of your investment, should that occur.

Generally, no sale may be made to anyone in our offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Our offering circular does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation would be unlawful. No person has been authorized to give any information or
to make any representations concerning our company other than those contained in our offering circular, and if given or made, such other information or representation must not be relied upon. Prospective investors are not to construe the contents of our offering circular, or of any prior or subsequent communications from our company or any of its employees, agents or affiliates, as investment, legal, financial or tax advice. Before investing in our offering, please review our offering circular carefully, ask any questions of the company’s management that you would like answered and consult your own counsel, accountant and other professional advisors as to legal, tax and other related matters concerning this investment.

team

James Watt
CEO

As the Managing Director and co-founder of BrewDog plc, James Watt has been awarded Scottish Entrepreneur of the Year three times and Great British Entrepreneur of the Year in 2014. Prior to BrewDog, James turned his back on a legal career after studying Law & Economics and became the Captain of a North Atlantic fishing boat and spent seven years on the high seas. James also co-hosts the international hit TV show Brew Dogs.


Martin Dickie
COO

As Director of Beer & cofounder of BrewDog plc, Martin Dickie has a first class honors degree in Brewing & Distilling from Herriot Watt University. Martin’s beers have won numerous awards including 2 gold medals at the prestigious world beer cup. He is a renegade artist on a mission to change people’s perceptions about beer and challenge their taste buds. Along with James, Martin hosts the hit international TV show Brew Dogs.


Neil Simpson
CFO

Neil Simpson joined BrewDog plc in August 2012, bringing with him more than 20 years of experience, (10 of which were at partner level), advising and acting for a wide variety of businesses through the Ritson Smith accountancy practice. Neil is a qualified chartered accountant with the Institute of Chartered Accountants in Scotland.


Tanisha Robinson
CEO of BrewDog Brewing Company LLC

Tanisha joined BrewDog with extensive entrepreneurial experience. “T” has founded several successful businesses, including Print Syndicate, a design, technology and marketing company known for lookHUMAN.com. T also founded TicketFire, a mobile app for using, transferring and selling paper tickets, before she took the helm at BrewDog USA Inc. in 2017.


Q&A & More

There are no webinars currently scheduled for this offering. Please Follow this Offering by clicking the FOLLOW button in the right sidebar box to be notified of updates related to this offering, including upcoming webinars.

Nothing to see yet!

HOW DO I BUY SHARES?

That’s easy! Just hit up equityforpunksusa.com and click ‘INVEST NOW!’ – that’ll open the form, then you just need to fill it all in and we’ll do the rest.

 

There are a number of ways that you can pay for your shares; these are credit/debit, wire transfer, ACH and check! Just check the box for your preferred payment method, and you’re away! We’ll take the payment for debit, credit or ACH immediately, and for all other methods you’ll receive the deets in an email once you’ve completed the application. Make sure you follow the instructions in the email to complete your investment.

WHAT SHOULD I DO BEFORE BUYING SHARES?

You should read the risks, which are located in the Offering Circular available here (don’t worry, it has some nice pictures too) and the terms and conditions, which are also included in the document. There is also a bit more information about being an Equity Punk in the brochure found here. You will need to enter some deets online (the US government insists!) but we made the process as easy as possible. Just go to this link and hit the ‘INVEST NOW!’ button.

HOW MUCH DO SHARES COST?

For just $50 you can bag yourself a share in our U.S. brewery! Shares cost $50 each. For accredited investors, there's no maximum investment, and for non-accredited investors you can invest up to 10% of your annual income or net worth.

ARE THERE BENEFITS TO INVESTING?

Yes, lots! Not only do you get to own a piece of our brewery and our business in America, you also get a 5% discount in all BrewDog bars around the globe as well as a 10% discount in our US online shop, a free beer on your birthday, an invite to our soon-to-be legendary AGM (Annual General Mayhem) and a signed copy of our book, Craft Beer For The People. And that’s just our everyday benefits!

IF I INVEST MORE, DO I GET MORE BENEFITS?

Absolutely! If you invest extra you can get your paws on our upper tier perks. These start at $100, where you can bag yourself a 3 month subscription to our brand new TV network Brew Dogs, launching soon! Love visiting our bars and online shop?

Invest over $500 and you’ll receive a double discount in both; 10% in our bars globally and 20% in our U.S. online shop! Awesome!

Invest over $1,000 and you can access our awesome Club Benefits, choosing between a subscription to our OverWorks Overlords beer club, getting exclusive bottles of funky beer from our new sour beer facility, or for 2 nights at our craft beer hotel with the DogHouse Club! Or invest £1,500 and get both!

We have a whole raft of turbo-charged Boosted Benefits too! Like the sound of a custom designed beer fridge for your favorite canned and bottled brews, a cask of your own LoneWolf whisky or your very own BrewDog bar installed in your home?! Starting at $5,000 you unlock the opportunity to select from a bunch of extra special Boosted Benefits! Check out the full deets here.

AS AN EQUITY PUNK, DO I GET A SAY IN HOW THE BUSINESS IS RUN?

You sure do! All Equity Punks get access to the Forum, our direct line of communication with our 80,000-strong community across our UK and U.S. businesses, where we soundboard our company decisions with you, and encourage discussions on all things beer and BrewDog!

Not only do you get to sound out all your ideas on the Forum, if you live near a BrewDog bar, you can join the Crow’s Nest collective. This is where you claim your local bar as your own and have the chance to shape and vote on ideas to make your bar even better!

I LIVE OUTSIDE THE US OF A! CAN I INVEST?

You sure can! As long as it’s legal in your country of residence, then you can join our legion of Equity Punks!

I AM ALREADY A SHAREHOLDER, CAN I BUY MORE?

If you have already bought shares in a previous round Equity for Punks for our UK or US businesses previously, you are one of the 80,000 people who we class as our nearest and dearest friends. Thank you! As long as you are comfortable that your own situation makes you eligible to be an investor, we’d love for you to join the ranks of investors in our US company in this round of Equity for Punks USA! Your account page on our website is set up to clearly display the number of shares you hold in both BrewDog plc and BrewDog USA, Inc. You must use the same email address used in previous investment rounds to ensure any shares you’ve purchased will stack on your account.

WHAT DOES BACKUP WITHHOLDING MEAN?

Backup withholding is a tax levied on investment income as an investor withdraws it. Backup withholding helps agencies such as the IRS to be able to collect income taxes owed to them from investors' earnings. Most likely, if you are subject to backup withholding, you would have been previously notified by the applicable taxing authority.

WHAT DOES ACCREDITED VS. NON-ACCREDITED INVESTOR MEAN?

Regulation A+ requires us to find out if you are an accredited investor or not, because of some limitations that apply on how much a non-accredited investor may invest. Basically, the law says an individual is an accredited investor  if their income exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and they reasonably expect the same for the current year, or has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence). If you want to play lawyer and read the legalese yourself, you can find the SEC’s definition here!

WHY DO WE NEED TO KNOW YOUR NET WORTH?

We have to ask this question to be sure we comply with Regulation A+ which says that if you are a non-accredited investor, the amount you can invest is limited to no more than 10% of the greater of your annual income or net worth. But don't worry, when you fill in the forms, we do the math for you! Just throw your annual income and a rough calculation of your net worth (that is, the total value of everything you own) where the form requests it.

HOW IS EQUITY FOR PUNKS REGULATED?

BrewDog's Equity for Punks USA offer is being made under “Regulation A+” which is Title IV of the JOBS Act. Our offering had to be submitted to the Securities and Exchange Commission and qualified by them before we could offer any shares for sale. Equity for Punks USA is regulated by federal and state securities laws. The legal work in preparing the offering circular and the offering itself was carried out by attorney Kendall Almerico and his law firm DiMuroGinsberg. The audit of BrewDog USA Inc.'s financial records was carried out by Ernst & Young, and these records are the basis for the financial information contained in the offering circular.

I HAVE ANOTHER QUESTION – WHO CAN I TALK TO?

We’re here to answer all your questions – specifically about Equity for Punks USA (but if you need advice on your new hair cut or what you should get for lunch, we can offer an opinion too!) All you need to do is sling an email to equitypunksusa@brewdog.com

documents

BrewDog USA Inc. Brochure

BrewDog USA Inc. Brochure

BrewDog USA Inc. Offering Circular

BrewDog USA Inc. Offering Circular