and capacity. This Preliminary Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A. If you do not have a regular brokerage account, or your regular broker will not hold the Shares for you (and many brokers refuse to hold Regulation A securities for their customers and are not set up to hold securities in Share form) there will be nobody keeping records for you for tax purposes and you will have to keep your own records, and calculate the gain on any sales of any securities you sell. This Offering will commence on the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue for a period of 365 days. The U.S. 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, other selling literature or this website. Except as required by Delaware law, each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held of record by the holder on all matters on which shareholders generally are entitled to vote. The company has seen a surge in popularity in recent years, and its products are some of the most popular on the market. Is It Time to Buy? The company's mission is to brew high-quality beer and to support veteran-owned businesses. The two tables above do not reflect the anticipated dilution that will occur if the Company authorizes and issues additional shares of Class C Common Stock or shares of a different class of stock in the future, nor do they include dilution that will occur if any of the broker-dealers are issued warrants which ultimately are exercised. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Dalmore will not under any circumstance solicit any investment in the Company in this Regulation A Offering, provide investment advice to any prospective investor in this Regulation A Offering, or make any securities recommendations to investors in this Regulation A Offering. 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. Armed Forces Brewing Company is dedicated to producing high-quality, handcrafted beers that honor the service and sacrifice of the men and women of the United States Armed Forces.The companys flagship beer is its West Coast IPA, which is a tribute to the Marines 3rd Battalion, 5th Marine Regiment, also known as The Darkhorse Battalion. The Darkhorse Battalion has a long history of distinguished service, dating back to World War II. You Will Have Limited Influence On The Management Of The Company. Trade receivables are stated at the amount billed to the customer. The company is a product of the merger between U.S. brewer Anheuser-Busch and Belgian-Brazilian brewer InBev in 2008, as well as the acquisition of South African brewing giant SABMiller in 2016. The Company does not expect there to be any market makers to develop a trading market in the Shares. An Investment in the Company's Shares Could Result In A Loss of Your Entire Investment. If the maximum Offering amount is not sold, the Company may need to incur additional debt or raise additional equity in order to finance the Companys operations. He has a keen finger on the pulse of the craft beer industry nationwide. He also travels the country attending craft beer festivals, according to theArmed Forces Brewing Companywebsite. Tue, 28 Feb 2023 00:46:13 +0000 View Detailed Check-in. Except as stated above, subscribers have no right to a return of their funds unless no closing has. There is also the possibility that the exclusive forum provision may discourage shareholder lawsuits, or limit shareholders ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its officers and directors. The Company is current with its foreign, U.S. federal and state income tax filing obligations and is not currently under examination from any taxing authority. Again, any material changes from the earlier reported period are primarily due to the Company receiving this additional private funding in 2020. The company was founded in 1366 and is headquartered in Belgium. Armed Forces Brewing Companys mission is to brew beers that honor those who have served.The companys flagship beer is their American Pale Ale, which is brewed with hops from the Pacific Northwest. Investing in a brewery can be a risky proposition, but with the right brewery it can be a very profitable one. We plan to build a team to scale Armed Forces Brewing Company across the country, and eventually internationally as well. On or about December 4, 2020, the Company filed a Certificate of Amendment of Certificate of Incorporation with the state of Delaware whereby the Companys name was changed to Armed Forces Brewing Company, Inc. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate. The use of Dwollas balance functionality is solely as a payment service that facilitates faster transfers in the event that the user decides to become an investor by purchasing securities. As of December 31, 2019, the unrecognized tax benefits accrual was zero. Our company goal is to be 60-70% veteran and veteran family employed. Bob will manage Armed Forces Brewings production facility operations. The material change in operating expenses was primarily due to the Company being unable to contract brew its beer for several months. ARMED FORCES BREWING COMPANY @ArmedForcesBC We celebrate our country, military, and beer! Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents. A Review of Special Hops IPA by Armed Forces Brewing. He is an Afghanistan War veteran and served in the Marine Corps as a combat correspondent. The actual effects of the spread of coronavirus or of another pandemic are difficult to assess as the actual effects will depend on many factors beyond the control and knowledge of the Company. The company has won several awards for its beers, including a gold medal at the 2016 Great American Beer Festival for its West Coast IPA. 7.Comply with any required FINRA filings including filings required under Rule 5110 for the Offering. You may be required to travel to an official Armed Forces Brewing Company location to taste the beer and provide feedback, or the tasting may take place at our annual shareholder event. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. ANNAPOLIS, Md. Changes In The Economy Could Have a Detrimental Impact On The Company. Shares outstanding after the Offering does not include a number of Shares equivalent to up to 3% of the number of shares of Class C common stock sold in the offering, which will be exercisable by the broker-dealers or their assigns via warrants in the future based on the terms of said warrants. Armed Forces Brewing is distributed in Texas, Maryland, Virginia and Rhode Island and is about to expand to Florida and Alabama. The Company Has Not Paid Dividends In The Past And Is Uncertain If It Will Be Able To Pay Dividends In The Foreseeable Future, So Any Return On Investment May Be Limited To The Value Of The Shares. The companys investment page pledges to have at least 70% of its workforce be military veterans. You should read the following discussion and analysis of the Company's financial condition and results of the Company's operations together with the Company's financial statements and related notes appearing at the end of this Offering Circular. No assurance can be given that the Company will be able to develop a distribution network or secure distributors on terms favorable to the Company. A portion of all proceeds from the sale of their beer goes towards helping veterans and active-duty military members. Last year, Walmart committed to invest an additional $350 billion on products made, grown or assembled in theU.S.by 2031. These include, but are not limited to, enhancing our operating infrastructure and otherwise respond to competitive pressures. Failure to comply with existing laws and regulations to which the Companys operations are subject or any revisions to such laws and regulations or the failure to pay taxes or other fees imposed on the Companys operations and results could result in the loss, revocation or suspension of the Companys licenses, permits or approvals, and could have a material adverse effect on the Companys business, financial condition and results of operations. The discussions and information in this Offering Circular may contain both historical and forward-looking statements which can be identified by the use of forward-looking terminology including the terms believes, anticipates, continues, expects, intends, may, will, would, should, or, in each case, their negative or other variations or comparable terminology. Until then, Armed Forces Brewing will continue contract brewing at facilities that can uphold the high standards we have created for brewing, packaging and delivering our beers. This Offering Will Commence Upon Qualification of this Offering by the Securities and Exchange Commission and Will Terminate 365 days from the date of qualification by the Securities And Exchange Commission, Unless Extended For Up To Another 365 days or Terminated Earlier By The Issuer. The Company expenses advertising costs as they are incurred. Investors in this offering risk the loss of their entire investment. Perks will be fulfilled when this public stock offering has ended. If Sila is used, the Holding Account will be a linked bank account through Evolve Bank & Trust or another financial institution within the Sila Inc. payment infrastructure which is set up to hold funds paid by Investors into the Company's Offering pending the acceptance by the Company or the Broker-Dealer, and a closing of the Offering for which the funds were paid. Companys Bylaws state that the holders of a majority of the outstanding Class A Common Stock have the right to seek and approve a Drag-Along Sale of the Company. If all of the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 16.19% of the total outstanding shares of the Company. The Company may be subject, in the ordinary course of business, to losses resulting from accidents, acts of God and other claims against us, for which the Company may have no insurance coverage. Launched in 2019, Armed Forces Brewing Company was founded by experienced veterans of the food and beverage industry, an award-winning brewmaster, and U.S. Military Veterans including famed SEAL. The Company established an Equity Incentive Plan, effective as of September 10, 2020, for the benefit of certain individuals. After the Offering Circular has been qualified by the Securities and Exchange Commission (the SEC), the Company will accept tenders of funds to purchase the Shares. (4)If you are affiliated with a non-U.S. banking institution (a Foreign Bank), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Company that: (a) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (b) the Foreign Bank maintains operating records related to its banking activities; (c) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuers outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuers interests, any general partner. In addition to great beer and patriotic brands, Armed Forces Brewing Company is committed to supporting the Military and Veteran community. A prolonged disruption to brewing activities (e.g., due to fire, industrial action, health concerns or any other cause) at the Companys brewing site or those of its contract brewers could have a material adverse effect on the Companys ability to brew its products. In addition, courts outside the United States are sometimes less willing to protect trade secrets. They have something for everyone, and their beers are always of the highest quality. James Clark is the Deputy Editor of Task & Purpose and has been with the publication since 2015. The Company generates revenues by selling beer. For general information on investing, we encourage you to refer to www.investor.gov. The Company will undertake one or more closings on a rolling basis as funds are received from investors. There are three classes of shares in the Company: Class A Common Stock, Class B Common Stock and Class C Common Stock. It also exports its products to Canada, Europe, Asia, and Australia. The loss of any of the Companys packaging materials suppliers could, in the short-term, adversely affect the Companys results of operations, cash flows and financial position. For a full description of the drag-along rights of the Shares of Class C Common Stock offered herein, please review Article XV of the Bylaws (Exhibit 1A-2B). Company may need to increase the Company's financial commitment to creating and maintaining brand awareness. This provision does not apply to purchasers in secondary transactions. However, they have established themselves as a quality brewery with a loyal following among beer drinkers in San Diego. Additional risks and uncertainties may also have an adverse effect on the Companys business and your investment in the Shares. Our revenue may fluctuate from period-to-period in the future due to a variety of factors, many of which are beyond our control. Investing In This Offering Using A Credit Card Has Several Risks. 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