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AMASS Botanics

Portfolio of premium, high-growth botanic beverages and self care products

  • $3,834,784Amount Reserved
  • $498Minimum

By making a reservation, you are requesting a spot to invest in AMASS Botanics's upcoming offering. A reservation is non-binding and you may change the amount at any time.

AMASS Botanics is accepting reservations for an Offering under Regulation CF. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until a Form C has been filed with the Securities and Exchange Commission (the "Commission") and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without a Form C has been filed with the Commission. A copy of the Form C may be obtained both here and below.


Company Highlights

  • 549% YoY revenue growth from $534K in 2019 to $3.4M in 2020 (unaudited)
  • $8M revenue run rate as of Q4 2020
  • Key accounts include Soho House (globally), Whole Foods, Amazon, six Michelin starred restaurants, and four of the world’s top bars
  • Distribution and online retail accounts with Southern Glazer Wine and Spirits, DMD, Dyspatchr, and Revolve

Fundraise Highlights

  • Total Amount Raised: US $2,909,200
  • Total Round Size: US $10,000,000
  • Raise Description:  Seed-1
  • Minimum Investment:  US $498 per investor
  • Security Type:  Preferred Equity
  • Pre-Money valuation :  US $75,000,000
  • Offering Type:   Side by Side Offering

AMASS is a botanical spirits & body care lifestyle brand, making clean botanics for modern life. With a go-to-market approach that unlocks direct connection to our customers, we are uniquely positioned to reach further than traditional spirits brands.


THE PROBLEM: Alcohol regulations have prevented traditional spirit brands from the efficient conversion of consumers through digital channels. It abides by a 3-tier regulation system, put in place post prohibition, nearly 100 years go.  This has prevented innovation in the beverage-alcohol industry and contributes to a brand’s lack of understanding of and connection to today’s consumer. Today's consumers discover & shop online.

THE SOLUTION: AMASS is able to drive brand awareness among a significantly larger audience than traditional spirit brands through a self-care line, low-to-no ABV (alcohol by volume) options, and a cannabis beverage (coming soon).

The AMASS ADVANTAGE: In a world where brands compete for screen space over shelf space, AMASS quickly responds to trends and customer needs by leveraging data to drive decision-making.

Since launching e-commerce, AMASS has increased revenue from $534k in 2019 to $3.4 million in 2020, translating to 549% YoY growth. In March 2020, we  introduced Hand Sanitizer, now a self-care feature at most of our accounts. We expanded the product portfolio from 2 products in January 2020 up to 13 products in 12 months (550% growth).

OUR PRODUCTS

AMASS offers a growing line of botanically-focused spirits & beverages, and a self care line.

 

BEVERAGE PORTFOLIO: 
Botanic Gin & Vodka, Botanic Non-alcoholic Spirit, Hard Seltzers, Cannabis Spirit (coming soon), Aperitivo (coming soon)


SELF CARE PORTFOLIO
: Hand Sanitizer, Hand Soap, Bath Salts, Lotion (coming soon)

OUR ACCOUNTS
AMASS products are proudly stocked in over 1,500 retailers and restaurants. Accounts include: Soho House Global (all 27 locations), 6 Michelin starred restaurants (Crown Shy, L'Atelier de Joel, Eleven Madison Park, Gramercy Tavern, The Modern, The Nomad Hotel) and 4 of the world’s Top 10 bars (Atta Boy, Dante, The Nomad Hotel, Atlas Bar).

Pitch Deck

Media Mentions

The Team

Founders and Officers

Mark has over 14 years of experience in the entertainment, e-commerce, wine, and spirits industries. He co-founded and built the Jet Entertainment Group to 200 employees and 7 properties including bars, restaurants, and a boutique hotel. He is the co-founder of Winc, the data driven winery that has earned over $250,000,000 in lifetime revenue and was named the 25th Most Innovative Company in America by Fast Company.

Mark Thomas Lynn

CEO

Mark has over 14 years of experience in the entertainment, e-commerce, wine, and spirits industries. He co-founded and built the Jet Entertainment Group to 200 employees and 7 properties including bars, restaurants, and a boutique hotel. He is the co-founder of Winc, the data driven winery that has earned over $250,000,000 in lifetime revenue and was named the 25th Most Innovative Company in America by Fast Company.

Morgan McLachlan

Chief Product Officer, Master Distiller

Morgan McLachlan is one of the world’s leading female Master Distillers. She co-founded The Spirit Guild in 2012, one of Los Angeles’ first craft distilleries making a variety of spirits for today’s top shelf spirit brands. She co-founded AMASS with Mark Lynn in 2018 to build an innovative new type of beverage company. Morgan draws inspiration for her recipes from growing up in Canada’s Pacific North West amongst the lush forest. Morgan’s Dry Gin has been awarded 95 points by Tasting Panel and her Botanic Vodka 94 points by Bartender’s Spirit Awards.

Morgan McLachlan

Chief Product Officer, Master Distiller

Morgan McLachlan is one of the world’s leading female Master Distillers. She co-founded The Spirit Guild in 2012, one of Los Angeles’ first craft distilleries making a variety of spirits for today’s top shelf spirit brands. She co-founded AMASS with Mark Lynn in 2018 to build an innovative new type of beverage company. Morgan draws inspiration for her recipes from growing up in Canada’s Pacific North West amongst the lush forest. Morgan’s Dry Gin has been awarded 95 points by Tasting Panel and her Botanic Vodka 94 points by Bartender’s Spirit Awards.

Gene Song

Chief Revenue Officer

Gene has 20+ years of experience in branding and marketing across Fortune 500 companies including American Express, Diageo, and Remy Cointreau. Most recently, Gene served as the Vice President of Crafted Spirits at Remy Cointreau. Prior to his time at Remy Cointreau, he led brand teams across a variety of internationally recognized whiskey brands. Gene holds a B.A. in Economics from the University of Pennsylvania and an MBA from Yale University.

Gene Song

Chief Revenue Officer

Gene has 20+ years of experience in branding and marketing across Fortune 500 companies including American Express, Diageo, and Remy Cointreau. Most recently, Gene served as the Vice President of Crafted Spirits at Remy Cointreau. Prior to his time at Remy Cointreau, he led brand teams across a variety of internationally recognized whiskey brands. Gene holds a B.A. in Economics from the University of Pennsylvania and an MBA from Yale University.

Jennifer Fan

Chief Digital Officer

Jennifer has 12+ years of experience in e-commerce and strategy. Most recently, Jennifer led Customer Retention at REVOLVE (valued on the public market at $3.4 billion) where she built and launched the company's customer loyalty program, increased email retention, and introduced text message marketing. Prior to REVOLVE, she was a management consultant at the Boston Consulting Group. Jennifer holds a B.S. in Economics and an MBA from the Wharton School of the University of Pennsylvania.

Jennifer Fan

Chief Digital Officer

Jennifer has 12+ years of experience in e-commerce and strategy. Most recently, Jennifer led Customer Retention at REVOLVE (valued on the public market at $3.4 billion) where she built and launched the company's customer loyalty program, increased email retention, and introduced text message marketing. Prior to REVOLVE, she was a management consultant at the Boston Consulting Group. Jennifer holds a B.S. in Economics and an MBA from the Wharton School of the University of Pennsylvania.

Key Team Members

Andrew Kim

VP, Finance

Rishi Das

VP, Operations

Freza Paro

VP, Brand Marketing

Jennifer Marks

EVP, Sales

Charlie Hammond

Director, Business Development & Community

Tesia Zhou

Director of Operations

Term Sheet

A Side by Side offering refers to a deal that is raising capital under two offering types. Investments made through the SeedInvest platform are offered via Regulation CF and subject to investment limitations further described in the Form C and/or subscription documents. Investments made outside of the SeedInvest platform are offered via Regulation D and requires one to be a verified accredited investor in order to be eligible to invest.

Fundraising Description

  • Round type:
    Seed-1

  • Round size:
    US $10,000,000

  • Raised to date:
    US $2,909,200
    US $0 (under Reg CF only)

  • Minimum investment:
    US $498

  • Target Minimum:
    US $25,000
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $3.7994

  • Pre-Money valuation:
    US $75,000,000
  • Additional Terms

  • Total Amount Raised

    The Total Amount Raised includes investments which are not counting towards the escrow minimum. $2,572,211.75 has been raised prior to the launch of the SeedInvest campaign via Regulation D, and is not being counted towards the escrow minimum. The earliest investment was made on April 28, 2021.


  • Closing conditions:
    While AMASS has set an overall target minimum of US $25,000 for the round, AMASS must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments made via Regulation CF. For further information please refer to AMASS's Form C.

  • Regulation CF cap:
    While AMASS is offering up to US $10,000,000 worth of securities in its Seed-1, only up to US $107,000 of that amount may be raised through Regulation CF.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    All investors will receive the following perks, according to investment tier. Bonus Reservation Perks when you reserve shares & convert them within two weeks of accepting investments (exact date to be announced).

    Disclaimer: Perks will be issued once the round has closed and your investment has been funded.

    $1,000 Investment:
    Limited Edition Investor Gin
    Starter AMASS Self Care Package - Four Thieves Hand Soap, Four Thieves Hand Sanitizer, 3 2 oz Hand Sanitizer Sprays
    Retail Value: $160

    BONUS Reservation Perk: Limited Edition Vodka

    $5,000 Investment:
    3 Bottles of Limited Edition Investor Gin
    Starter AMASS Self Care Package - Four Thieves Hand Soap, Four Thieves Hand Sanitizer, 3 2 oz Hand Sanitizer Sprays
    Retail Value: $270

    BONUS Reservation Perk: 3 Bottles of Limited Edition Investor Vodka

    $10,000 Investment:
    1 Case of Limited Edition Investor Gin
    Large AMASS Self Care Home Package - 3 x Four Thieves; 3 x Hand Soap, 3x Hand Sanitizer, 3x Lotion for home + 3 Travel Size Hand Sanitizer, Forrest Bath Salts
    Dinner for Two - $150 voucher at AMASS account Restaurant of Choice (See Investor Deck for restaurants)
    Retail Value: $879

    BONUS Reservation Perk: Case of Limited Edition Investor Vodka

    $25,000 Investment:
    1 Case of Limited Edition Investor Gin
    Large AMASS Self Care Home Package - 3 x Four Thieves; 3 x Hand Soap, 3x Hand Sanitizer, 3x Lotion for home + 3 Travel Size Hand Sanitizer, Forrest Bath Salts
    Dinner with Friends - $800 voucher at AMASS account Restaurant of Choice (See Investor Deck for restaurants)
    Dims LE Bar Cart
    Retail Value: $1,529

    BONUS Reservation Perk: Case of Limited Edition Investor Vodka

    It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.

    Please note that due to share price calculations, some final investment amounts may be rounded down to the nearest whole share - these will still qualify for the designated perk tier. Additionally, investors must complete the online process and receive an initial email confirmation by the deadline stated above in order to be eligible for perks.

    Prior Rounds

    The graph below illustrates the valuation cap or the pre-money valuation of AMASS Botanics's prior rounds by year.


    This chart does not represent guarantees of future valuation growth and/or declines.

    Seed-2

  • Round Size
    US $500,000
  • Closed Date
    Feb 17, 2017
  • Security Type
    Convertible Note
  • Valuation Cap
    US $2,000,000
  • Seed-3

  • Round Size
    US $1,500,000
  • Closed Date
    Feb 23, 2019
  • Security Type
    Convertible Note
  • Valuation Cap
    US $3,200,000
  • Seed-4

  • Round Size
    US $2,500,000
  • Closed Date
    Oct 22, 2019
  • Security Type
    Convertible Note
  • Valuation Cap
    US $10,000,000
  • Seed-5

  • Round Size
    US $7,000,000
  • Closed Date
    Mar 3, 2021
  • Security Type
    Convertible Note
  • Valuation Cap
    US $38,000,000
  • Market Landscape

    Premium Spirit Trends, Botanic Gin & Vodka - The global premium spirit market size was valued at USD 107.74 billion in 2019 and is expected to grow at a compound annual growth rate (CAGR) of 10.3% 2020 to 2027, reaching a valuation of $235 Billion by 2027.

    Non-Alcoholic Opportunity, Riverine - Citing Nielsen data, the no- and low-ABV sector has grown an impressive 506% since 2015, with further data anticipating the non-alcoholic sector (including soft drinks) will reach $280 million in revenue this year. Driven by an increased interest in wellness and the expanding selection of no-ABV beverages, 58% of consumers are drinking more non-alcoholic beverages than last year .

    RTD Beverages - Hard Seltzer - E-commerce for RTD products is predicted to represent 10% of total alcohol e-commerce value by 2024 – up from 2% in 2019. The US is the main market driving RTD category growth, and ready-to-drink products are set to represent 20% of US alcohol e-commerce value by 2024, compared to 5% in 2019.

    Cannabis Beverage - Coming Soon - Currently, sales of beverages with low levels of tetrahydrocannabinol (THC) are up around 70% year-over-year. This inclination will continue to increase over the next five years: Euromonitor and BDSA forecast a total U.S. cannabinoid market, which includes cannabis beverages and edibles, of $50 billion by 2025 (from $11.5 billion in 2020).

    AMASS Storyteller Program- A study by the Diageo-backed Distill Ventures found there are three huge challenges the no-ABV category faces: “Liquid excellence, education and the drinking experience.” AMASS’ Storyteller network extinguishes these concerns, as they have recruited over 600+ bar industry professionals to join the brand and share educational teachings with their audiences, both in person and virtually. 

    Risks and Disclosures

    The Total Amount Raised includes investments which are not counting towards the escrow minimum. $2,572,211.75 has been raised prior to the launch of the SeedInvest campaign via Regulation D, and is not being counted towards the escrow minimum. There is no guarantee that the Company has this cash available for operations as of the date of launch. See balance sheet for recent cash balance.

    The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. The consumer packaged goods market is an emerging industry where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.

    The Company projects aggressive growth in 2021. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    The Company has not prepared any audited financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. If investors feel the information provided is insufficient, then they should not invest in the Company.

    The outbreak of the novel coronavirus, COVID-19, has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus pandemic and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Funds, their performance, and their financial results.

    We rely on other third parties, including transport carriers, to provide services essential to the success of our business. We also rely on third parties to provide a variety of essential business functions for us, including shipping, customer service, legal and compliance services, public relations, advertising and distribution. It is possible that some of these third parties will fail to perform their services or will perform them in an unacceptable manner. It is possible that we will experience delays, defects, errors, or other problems with their work that will materially impact our operations and we may have little or no recourse to recover damages for these losses. As a result, the value of an investment in the company could be adversely impacted by our reliance on third parties and their performance.

    In particular, we rely on third party transport carriers for the delivery of our wines to our customers. State and federal laws regulate the ability of transport carriers to transport wine, and carriers may be required to obtain licenses in order to deliver wine to our customers. Changes in our access to those carriers, including changes in prices or changes in our relationships with those carriers, changes in the laws allowing third party transport of wine, or regulatory discipline against licenses held by those carriers, could materially adversely affect our business.

    Delivery of the products we sell to our customers could also be affected or interrupted by the merger, acquisition, insolvency, or government shutdown of the carriers we engage to make deliveries. If the products we sell are not delivered in proper condition or on a timely basis, our business and reputation could suffer.

    Adverse public opinion about alcohol may harm our business. While a number of research studies suggest that moderate alcohol consumption may provide various health benefits, other studies conclude or suggest that alcohol consumption has no health benefits and may increase the risk of stroke, cancer and other illnesses. An unfavorable report on the health effects of alcohol consumption could significantly reduce the demand for wine, which could harm our business by reducing sales and increasing expenses.

    In recent years, activist groups have used advertising and other methods to inform the public about the societal harms associated with the consumption of alcoholic beverages. These groups have also sought, and continue to seek, legislation to reduce the availability of alcoholic beverages, to increase the penalties associated with the misuse of alcoholic beverages, or to increase the costs associated with the production of alcoholic beverages. Over time, these efforts could cause a reduction in the consumption of alcoholic beverages generally, which could harm our business by reducing sales and increasing expenses.

    If we do not comply with the specialized regulations and laws that regulate the alcoholic beverage industry, our business could be materially adversely affected. The alcohol industry is regulated extensively by federal agencies, including the Alcohol and Tobacco Tax and Trade Bureau of the U.S. Department of the Treasury (“TTB”), as well as state and local liquor regulatory authorities, including the California Department of Alcoholic Beverage Control (“ABC”). Regulated areas include production, importation, product labeling, taxes, marketing, pricing, delivery, ownership restrictions, prohibitions on sales to minors, and relationships among alcoholic beverage producers, wholesalers and retailers. We cannot assure you that we will always be in full compliance with all applicable regulations or laws, that we will be able to comply with any future regulations and laws, that we will not incur material costs or liabilities in connection with compliance with applicable regulatory and legal requirements, or that such regulations and laws will not materially adversely affect our alcohol business. We rely on various internal and external personnel with relevant experience complying with applicable regulatory and legal requirements, and the loss of personnel with such expertise could adversely affect our alcohol business.

    Licenses issued by state and federal alcoholic beverage regulatory agencies are required in order to produce, sell and ship alcohol. We have state and federal licenses for the production and shipment of alcohol, and must remain in compliance with state and federal laws in order to keep our licenses in good standing. Compliance failures can result in fines, license suspension or license revocation. In some cases, compliance failures can also result in cease and desist orders, injunctive proceedings or other criminal or civil penalties. If our licenses do not remain in good standing, our alcohol business could be materially adversely affected.

    Our alcohol business relies substantially on state laws that authorize the shipping of alcohol by out-of-state producers directly to in-state consumers. Those laws are relatively new in many states, and it is common for the laws to be modified or regulators to change prior interpretations of governing licensing requirements. While most states permit direct-to-consumer shipping, some states on occasion have proposed legislation that would prevent the company from selling alcohol directly to consumers or to restrict the total amount of alcohol that we may ship to those states. This proposed legislation, or other new regulations, requirements or taxes, could harm our business and operating results. Future legal or regulatory challenges to the alcohol industry could also harm our business and impact our operating results.

    The federal and state “tied-house” laws governing ownership interests in alcoholic beverage licensees may impact your ability to invest in the company. Alcohol beverage licensees and their investors are subject to state and federal “tied-house” laws which restrict certain investments between the three tiers of the alcoholic beverage industry: the manufacturing or supply tier, the wholesale tier, and the retail tier. The rules regarding such investments are different in each state and change frequently. We cannot make any assurances that investments in the company by investors are permissible in California or any other state if an investor holds other interests in alcoholic beverage licensees. It is within the purview of the California Department of Alcoholic Beverage Control to investigate our compliance with state tied-house requirements regardless of such investors’ amount of investment in the company. Investor shares may be subject to redemption. 

    The Company has conducted related party transactions. The Company’s founders have received various advances from the Company. As of December 31, 2020, amounts due from founders were $109,128. During 2020, the Company also advanced $35,000 to De Soi, a related entity with common management. The advances are non-interest bearing, unsecured and due on demand.

    In May 2020, the Company issued a promissory note of $20,000 to its co-founder. The note matures on May 18, 2021 and bears interest at 3% per annum.

    The Company has not filed a Form D for its prior offerings. The SEC rules require a Form D to be filed by companies within 15 days after the first sale of securities in the offering relying on Regulation D. Failing to register with the SEC or get an exemption may lead to fines, the right of investors to get their investments back, and even criminal charges. There is a risk that a late penalty could apply.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for theseshares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events \u2014 through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    AMASS Botanics's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download AMASS Botanics's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $5 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in AMASS Botanics
    How does investing work?

    When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by AMASS Botanics. Once AMASS Botanics accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to AMASS Botanics in exchange for your securities. At that point, you will be a proud owner in AMASS Botanics.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Your accredited investor status
    5. Social Security Number or passport
    6. ABA bank routing number and checking account number (typically found on a personal check or bank statement) or debit card information, unless paying via a Wire transfer.

    How much can I invest?

    Non-accredited investors are limited in the amount that he or she may invest in a Reg CF offering during any rolling 12-month period:

    • If either the annual income or the net worth of the investor is less than $107,000, the investor is limited to the greater of $2,200 or 5% of the greater of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $107,000, the investor is limited to 10% of the greater of his or her annual income or net worth, to a maximum of $107,000.

    Separately, AMASS Botanics has set a minimum investment amount of US $498.

    Accredited investors do not have any investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now AMASS Botanics does not plan to list these securities on a national exchange or another secondary market. At some point AMASS Botanics may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when AMASS Botanics either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is AMASS Botanics's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the AMASS Botanics's Form C. The Form C includes important details about AMASS Botanics's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours prior to the offering end date or an earlier date set by the company. You will be sent a notification at least five business days prior to a closing that is set to occur earlier than the original stated end date giving you an opportunity to cancel your investment if you have not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.