WHAT IS ARMED FORCES BREWING COMPANY?
Armed Forces Brewing Company is a Military tribute craft brewing company comprised of three brands that pay homage to our great American Military: both active duty and Veterans. Built by an experienced team that combines an award-winning Brewmaster, successful veterans of the restaurant and hospitality industry, and Military Veterans including one of the most famous U.S. Navy SEALs in the world.
ARE YOU A LOCAL CRAFT BREWERY?
We are not a local craft beer. Armed Forces Brewing Company has national and global demand, the ability to mass scale, and our three brands (Seawolf, Soldier and Airmen) are already in demand for national and global distribution and export into Military Exchange stores.
WHAT IS SEAWOLF BREWERY?
Seawolf Brewery is a brand owned by Armed Forces Brewing Company that pays tribute to the U.S. Navy, Marines, and Coast Guard branches. When you invest in Armed Forces Brewing Company, you are also investing in the Seawolf Brewery brand we own. We presently have two Seawolf branded beers:
Special Hops – a straightforward balanced IPA that refreshes, pairs well with food, and calls you back for more. Special Hops IPA is a blend of Azacca, Centennial, and Simcoe hops with flavors of citrus, peach, and mango. A solid malt backbone lets the hops shine thought.
CAT SHOT – an American craft lager that pays homage to pre-prohibition style lagers. It’s made with all American ingredients of the highest quality. A touch of corn sweetness balances super clean American hops, making our lager quenching and repeatable.
WHAT IS SOLDIER BREWERY?
Soldier Brewery is a brand owned by Armed Forces Brewing Company that pays tribute to U.S. Army. When you invest in Armed Forces Brewing Company, you are also investing in the Soldier Brewery brand we own. Beers for the Soldier brand are coming soon.
WHAT IS AIRMAN BREWERY?
Airman Brewery is a brand owned by Armed Forces Brewing Company that pays tribute to the U.S. Air Force and Space Force branches. When you invest in Armed Forces Brewing Company, you are also investing in the Airman Brewery brand we own. Beers for the Airman brand are coming soon.
CAN ANYONE INVEST IN ARMED FORCES BREWING COMPANY?
Yes, Regulation A allows anyone to invest in our company.
Until 2015, only “accredited investors” (an individual who has a net worth in excess of $1M excluding his or her primary residence or whose annual income was in excess of $200,000 ($300,000 if joint income for the past two years) were allowed, in most cases, to invest in startups or other businesses that were not publicly traded. This meant that everyday folks did not have the chance to invest in early stage companies or benefit from those companies when they grew, became profitable and went public with an IPO, for example.
Now, under Regulation A (also called Regulation A+ or Reg A+) the United States Securities and Exchange Commission allows companies like Armed Forces Brewing Company to take on investors regardless of how wealthy they are, so everyone who is “unaccredited” as well as “accredited,” has an opportunity to invest in early stage companies.
If you are a not an accredited investor, you may invest but will be limited to investing no more than the greater of 10% of your net worth or 10% of your annual income.
Investors outside the USA may also be eligible to buy shares, too. We’re more than happy for anyone and everyone to invest from anywhere in the world. We just ask that you ensure your own situation allows you to become an investor wherever you live or invest from.
HOW DO I BUY SHARES?
That’s easy! Go to www.OwnArmedForcesBrewingCo.com and click on the INVEST NOW button. That will open the forms to invest, then you just need to fill them in and we’ll do the rest.
There are a number of ways that you can pay for your shares, but the most popular are by credit/debit card or ACH (you electronically transfer the money from your bank account to a bank account, who then releases it to us). Just check the box for your preferred payment method. For debit, credit or ACH your payment will usually be processed immediately, and for all other methods you’ll receive the details in an email once you’ve completed the application. Make sure you follow the instructions in the email to complete your investment.
We’ve made the process easy for you.
HOW MUCH DO SHARES COST? ARE THERE ANY FEES?
Shares cost $10.00 each with the minimum investment being 20 shares for $200.00
You pay only for the number of shares you purchase.
WHAT HAPPENS WHEN I PURCHASE SHARES?
When you complete your investment application online, your money will be transferred to a bank account where it will be held until it is accepted by Armed Forces Brewing Company after certain regulatory compliance takes place behind the scenes, with our SEC and FINRA registered broker-dealer, Dalmore Group, LLC.
Once we accept your investment, and certain regulatory procedures are completed, your money will be transferred from the bank account to us and we will issue you your shares. You will receive a confirmation of your investment and a signed subscription agreement via email and you will become a proud owner in Armed Forces Brewing Company, Inc. Generally, this process takes between 2-4 weeks, and we plan to issue shares (meaning you officially become an investor!) on a regular basis.
Occasionally, we will need additional information from you to complete your investment. If that happens, you will receive an e-mail from our broker-dealer, Dalmore Group, LLC with further instructions.
CAN I SELL MY SHARES IN THE FUTURE?
While selling your shares is allowed after we close the offering, you will have to find a purchaser yourself as we will not be listed on any exchange, so there is no open marketplace for your shares. Right now, we do not plan to list these shares on a national exchange or another secondary market. There is no assurance the shares will ever be publicly listed or that a secondary market will develop. You should plan on holding onto these shares for the foreseeable future. If you are buying these shares with the thought that you may want to sell them soon, you should not make this investment.
I LIVE OUTSIDE THE USA. CAN I INVEST?
Yes, you can invest. Our securities offering has been qualified by the SEC for U.S. citizens to invest and investors outside the USA may also be eligible to buy shares. We’re more than happy for anyone and everyone to invest from almost anywhere in the world, we just ask that you ensure your own situation allows you to become an investor wherever you live or invest from under your local laws.
HOW LONG WILL PEOPLE BE ABLE TO BUY THE SHARES?
Shares will be available until 365 days after the date of SEC qualified our offering unless we extended this deadline for another 365 days or terminate it earlier or until we raise a total of $7.5 million – whichever is sooner.
For now, our shares are not publicly traded on any exchange. Once we close the offering, you will no longer be able to buy shares from us unless we hold another stock offering.
AS AN INVESTOR, DO I GET A SAY IN HOW THE BUSINESS IS RUN?
You will not have voting rights in Armed Forces Brewing Company so you do not have any say in the day to day management of the company. However, we certainly encourage feedback and suggestions, and are always willing to listen to our shareholders and their ideas.
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. The law says you are an accredited investor if your income exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and you reasonably expect the same for the current year, or you have a net worth over $1 million, either alone or together with a spouse or spousal equivalent (excluding the value of your primary residence). There are other ways you may qualify as an accredited investor, and you can find the SEC’s definition here.
WHY DO WE NEED TO KNOW YOUR NET WORTH AND ANNUAL INCOME?
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 add your annual income and a calculation of your net worth (that is, the total value of everything you own less what you owe) where the form requests it.
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 IS CROWDFUNDING?
Some people refer to the way we are raising capital (and how we allow you to invest!) as “crowdfunding.” Put simply: crowdfunding is raising funds from a crowd of people. The term might be new, but the concept is not – if you’ve ever thrown in $5 toward an office party, you have witnessed crowdfunding in action. The term “crowdfunding” generally applies to using the internet as a means of raising money online by collecting (relatively) small amounts of money from a large number of people.
WHAT IS THE DIFFERENCE BETWEEN REWARDS AND EQUITY CROWDFUNDING?
If you give someone money on a rewards-based crowdfunding site, you are either making a donation or purchasing a product that doesn’t exist yet. If you give a company money like what we are doing at Armed Forces Brewing Company, you are investing in the company and will own part of that company.
Sites like Kickstarter, Indiegogo and GoFundMe are all rewards-based crowdfunding platforms. They allow people to raise money for a project by offering some sort of perk or reward in exchange for contributions. They are not allowed to sell ownership or equity in a business to raise funds.
Armed Forces Brewing Company’s stock offering utilizes equity crowdfunding, which allows companies to raise money for their business by selling stock online to people like you. We also give you perks just like the rewards-crowdfunding sites. We think it is the best of both worlds.
WHAT IS THE JOBS ACT?
The JOBS Act allows everyday people to invest at an early stage in a private company. This is something that you were not allowed to do until 2015. Before that, only the rich and well-connected could invest in early stage companies like Armed Forces Brewing Company.
The U.S. Congress passed the JOBS Act with bipartisan support and the President signed the bill in April of 2012. The U.S. Securities and Exchange Commission (SEC) finalized the rules for “Regulation A” of the JOBS Act that went into effect on June 19, 2015. That made it legal for companies like Armed Forces Brewing Company to sell our stock online to the general public, and made it legal for anyone to invest in a company like ours, for the first time in 80 years.
WHAT IS REGULATION A?
Regulation A (also called Regulation A+, Reg A or Reg A+ and even a “Mini-IPO”) is a section of the JOBS Act. For far less than the cost and effort of a traditional IPO, companies can use Regulation A to raise up to $75 million in an online stock offering, and all investors, not just the rich and well-connected, can invest in companies like Armed Forces Brewing Company. Regulation A changed and democratized investment in private, early stage companies, making it available for everyone.
WHAT IS AN ACCREDITED INVESTOR?
An accredited investor is someone who meets specific criteria outlined by the SEC and by federal law and is therefore eligible to participate in certain investment offerings.
In order to be considered accredited, an individual must have had an income of at least $200,000 for the past two years (or $300,000 combined with a spouse or spousal equivalent), or have a net worth of over $1 million not including their primary residence.
Institutions such as trusts, endowments and venture funds can also be certified as accredited provided that they have more than $5 million in assets. There are other ways you may be considered an accredited investor.
If you want to read the exact language of the law defining the term “accredited investor” click here.
CAN I INVEST IN ARMED FORCES BREWING COMPANY IF I’M NOT ACCREDITED?
Yes! Regulation A does not require you to be accredited in order to invest in Armed Forces Brewing Company. Accredited investors are allowed to invest as much as they want, but those who are not accredited have limits on the amount they can invest.
IS THIS INVESTMENT RISKY?
Yes. All investments are inherently risky, and early stage businesses are generally considered more high risk than established businesses. That’s why it’s so important that before you invest in any offering, you do your own due diligence so you understand not only the business and investment, but also the risk factors specific to that company. If you cannot afford to lose the money you plan to invest if things do not work out as the company hopes, you should not invest. Read and understand our investment documents and talk to your own advisors before you invest.
WHY IS ARMED FORCES BREWING COMPANY USING REGULATION A/EQUITY CROWDFUNDING FOR ITS STOCK OFFERING?
We want to invite anyone who likes what we are doing to be a part of our company from an early stage so you can help us grow and become not just a great company and with awesome brands, but a community of people all pulling together to make that all happen. We could have raised capital from investment banks and venture capital firms alone, but that is not what we are about. We are about being the best brands and the best company we can be, so we wanted as many people like you to join us as possible.
WHAT IS THE INVESTMENT PROCESS?
Just click on the “Invest Now” button and fill in the blanks. The entire process takes about 10-15 minutes, and is much like opening an account on Amazon or any other e-commerce site. We’ll ask for some additional information to identify you (as required by federal securities law) such as your SSN and date of birth. You have to electronically sign some forms to make it legal. We’ve tried to make the process as simple as possible, but if you have any questions feel free to email us at info@armedforces.wpengine.com
CAN I INVEST MORE THAN ONCE?
You sure can! Just make sure you fill in the same information (name, email, address).
CAN I BUY SHARES AS A GIFT FOR SOMEONE ELSE?
Yes, but the process is not quite as simple as we would all like because of some securities laws. Technically, you have to buy the shares first yourself in your name, and then give them to someone after you complete the investment process. If you have questions on how to do this, please e-mail us at info@armedforces.wpengine.com
CAN I INVEST IF I’M NOT 18?
No. You must be at least 18 years old to invest.
IS THERE A MINIMUM AMOUNT I CAN INVEST?
Yes, the minimum investment is $200.
IS THERE A MAXIMUM AMOUNT I CAN INVEST?
There is no maximum you can invest (other than the total amount we are raising which is $7,500,000) if you are an accredited investor. If you are not an accredited investor, then you can invest no more than 10% of the greater of your annual income or net worth. When you invest, our online form does the calculations for you, so don’t worry about having to do the math yourself!
CAN I ENCOURAGE OTHER PEOPLE TO INVEST?
Totally! The more, the merrier.
WHY DO I HAVE TO GIVE MY SOCIAL SECURITY NUMBER AND DATE OF BIRTH?
Federal and state securities laws require our broker-dealer to verify your identity and to do certain compliance tests behind the scenes when you apply to invest. While we would prefer to not have to ask you for this information, the broker-dealer cannot do what federal law requires them to do unless we get that information from you. As an investor in our company, we want you to understand that we take the legal aspects of our job very seriously, and that we do our best to comply with all laws that apply to us, including these.
WHAT ARE YOU DOING TO PROTECT MY INFORMATION?
The personal information you provide to us will be provided in an encrypted manner, and we do what we can within the limitations of the existing computer and online world to protect that information. We take your privacy seriously and will not distribute or sell your private information to anyone, other than regulatory bodies that require it or people like our broker-dealer who have to have it to do what is required under federal and state laws. However, please understand that we, like every other company in the world, are subject to possible criminal malfeasance or someone who attempts to hack our systems. We cannot ever (nor can anyone else) 100% guarantee that such criminal acts or hacking will never occur, but we take commercially reasonable steps, like any responsible company, to prevent that from happening.
WHAT ARE MY OPTIONS FOR PAYING FOR MY INVESTMENT?
You can pay by credit or debit card, ACH (bank payment), and perhaps by other methods.
CAN I GET A REFUND?
Once your shares have been issued, we cannot provide you with a refund. If you change your mind prior to the time your shares have been issued, write to us at info@armedforces.wpengine.com and we will do our best to work something out for you, if we can.
CAN I INVEST THROUGH MY BROKER?
No, you can only invest through our website and any websites we may partner with to sell our shares.
CAN I INVEST THROUGH MY IRA, TRUST OR RETIREMENT ACCOUNT?
Yes, if your IRA, trust or retirement account allows it. Most self-directed IRAs and retirement accounts allow you to invest in private companies like ours, and so do most trusts, so check with them first.
WHEN WILL I RECEIVE MY PERKS?
Generally, we plan to send out all perks after the stock offering ends. However, we may decide to send some out prior to that.
I HAVE ANOTHER QUESTION – WHO CAN I TALK TO?
Drop us a line to info@armedforces.wpengine.com and we will be happy to answer any questions you may have!
