schemaVersion:

1-A: Filer Information

Issuer CIK
0001646269 
Issuer CCC
XXXXXXXX 
DOS File Number
 
Offering File Number
024-10532 
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Would you like a Return Copy? Checkbox checked
Notify via Filing Website only? Checkbox not checked
Since Last Filing? Checkbox checked

Submission Contact Information

Name
 
Phone
 
E-Mail Address
 

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter

BREWDOG USA INC. 

Jurisdiction of Incorporation / Organization

DELAWARE  

Year of Incorporation

2015 

CIK

0001646269 

Primary Standard Industrial Classification Code

BEVERAGES 

I.R.S. Employer Identification Number

47-4320975 

Total number of full-time employees

1 

Total number of part-time employees

0 

Contact Infomation

Address of Principal Executive Offices

Address 1

65 E STATE ST, SUITE 1800 

Address 2

 

City

COLUMBUS 

State/Country

OHIO  

Mailing Zip/ Postal Code

43215 

Phone

6144003077 

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name

Kendall Almerico 

Address 1

 

Address 2

 

City

 

State/Country

 

Mailing Zip/ Postal Code

 

Phone

 

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one) Radio button not checked Banking Radio button not checked Insurance Radio button checked Other

Balance Sheet Information

Cash and Cash Equivalents

$ 0.00 

Investment Securities
$ 0.00 
Total Investments

$  

Accounts and Notes Receivable

$ 0.00 

Loans

$  

Property, Plant and Equipment (PP&E):

$ 3447632.00 

Property and Equipment

$  

Total Assets

$ 3512254.00 

Accounts Payable and Accrued Liabilities

$ 2015013.00 

Policy Liabilities and Accruals

$  

Deposits

$  

Long Term Debt

$ 0.00 

Total Liabilities

$ 2015013.00 

Total Stockholders' Equity

$ 1497241.00 

Total Liabilities and Equity

$ 3512254.00 

Income Statement Information

Total Revenues

$ 0.00 

Total Interest Income

$  

Costs and Expenses Applicable to Revenues

$ 0.00 

Total Interest Expenses

$  

Depreciation and Amortization

$ 266.00 

Net Income

$ -252760.00 

Earnings Per Share - Basic

$ -0.04 

Earnings Per Share - Diluted

$ -0.04 

Name of Auditor (if any)

Ernst & Young LLP 

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity

Common Stock 

Common Equity Units Outstanding

6315789 

Common Equity CUSIP (if any):

N/A 

Common Equity Units Name of Trading Center or Quotation Medium (if any)

N/A 

Preferred Equity

Preferred Equity Name of Class (if any)

 

Preferred Equity Units Outstanding

0 

Preferred Equity CUSIP (if any)

 

Preferred Equity Name of Trading Center or Quotation Medium (if any)

 

Debt Securities

Debt Securities Name of Class (if any)

 

Debt Securities Units Outstanding

0 

Debt Securities CUSIP (if any):

 

Debt Securities Name of Trading Center or Quotation Medium (if any)

 

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

Checkbox checked

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Checkbox checked

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

Checkbox checked

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering Radio button not checked Tier1 Radio button checked Tier2
Check the appropriate box to indicate whether the financial statements have been audited Radio button not checked Unaudited Radio button checked Audited
Types of Securities Offered in this Offering Statement (select all that apply)
Checkbox checkedEquity (common or preferred stock) 

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security
$ 47.50 
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 50000000.00 
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
$ 0.00 
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
$ 0.00 
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
$ 0.00 
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
$ 50000000.00 

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider
Source Capital Group Inc
Underwriters - Fees
$ 3325000.00 
Sales Commissions - Name of Service Provider
Sales Commissions - Fee
$  
Finders' Fees - Name of Service Provider
Finders' Fees - Fees
$  
Accounting or Audit - Name of Service Provider
Ernst & Young
Accounting or Audit - Fees
$ 25000.00 
Legal - Name of Service Provider
Kendall Almerico - DiMuroGinsberg
Legal - Fees
$ 50000.00 
Promoters - Name of Service Provider
Promoters - Fees
$  
Blue Sky Compliance - Name of Service Provider
Blue Sky Compliance - Fees
$  
CRD Number of any broker or dealer listed:
36719 
Estimated net proceeds to the issuer
$ 46600000.00 
Clarification of responses (if necessary)
 

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None Checkbox not checked
Same as the jurisdictions in which the issuer intends to offer the securities Checkbox not checked
Selected States and Jurisdictions

ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
PUERTO RICO
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None Checkbox checked

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption