- Achieved $630K in lifetime revenue since 2020 via a single sales channel, with 53% of total revenue from repeat customers (unaudited)
- 16,000+ consumers across all 50 states have ordered over 145,000 cocktails, and 655 4-or 5-Star reviews written across all products
- The first Non-Alcoholic Cocktails awarded in a blind tasting by the San Francisco World Spirits Competition in an Alcoholic Cocktail category, and also earned a prestigious 4-Star review from BevNet
- Included in media mentions from Forbes, Rolling Stone, Men's Journal, Newsweek, SHAPE, Eat This, and BevNET
- One of the top-selling ready-to-drink cocktails in the grocery and gourmet food category on Amazon at the start of Dry January (company analysis done Jan. 10th, 2022 using best seller ranks)
- Total Amount Raised: US $207,000
- Total Round Size: US $1,000,000
- Seed :
- Minimum Investment: US $1,000 per investor
- : Convertible Note
- Side by Side Offering
- : US $4,000,000 Final
- Valuation Cap Schedule: See Full Schedule
Non-Alcoholic Adult Beverages (NAAB) have grown to represent 3.5% of the total alcoholic beverage category as alcohol consumers are seeking to moderate their alcohol consumption. This growth has primarily been driven by moderating beer consumers choosing non-alcoholic versions of craft beer. Non-alcoholic beer is generally sold alongside and consumed on the same occasions as its alcoholic cousin.
At the same time, canned Ready to Drink (RTD) Cocktails and Spirit-Based Hard Seltzers have become the go-to beverage of choice for the non-beer drinker on the same usage occasions. These RTD consumers value convenience and innovation in flavor and are seeking products made with simple ingredients and REAL SPIRITS.
So, what does a non-beer drinker turn to when they are moderating their alcohol consumption?
SPIRITY Cocktails is the solution for consumers looking for an adult-like sipping experience during a moderation occasion by being the SPIRIT-BASED canned cocktail made using a REAL DISTILLED SPIRIT made from Tea. SPIRITY Cocktails are specifically designed to be sold alongside and consumed on the same occasions as hard seltzers and canned RTD cocktails.
SPIRITY Cocktails has achieved $630,000 of lifetime sales through a single channel, with 53% of this revenue from repeat customers. An Amazon exclusive product introduction led to sales of SPIRITY Cocktails to over 16,000 consumers in all 50 states. SPIRITY Cocktails was recognized as one of the first non-alcoholic cocktails to be awarded by the World Spirits Competition in an alcoholic cocktail category and also received a 4 Star rating from BevNet.
All SPIRITY Cocktails are crafted from a base of Spirits Distilled from Tea, which creates a unique cocktail experience distinguishing itself from flavored "mocktails" emerging in the market.
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.
US $72,000 (under Reg CF only)
US $3,600,000 no later than Aug 24, 2022
US $4,000,000 Final
Investors who invest less than $50,000 will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information
The total amount raised may include investments made outside of the SeedInvest platform via Regulation D, some of which are counting towards escrow. Approximately $105,000 has been raised prior to the launch of the SeedInvest campaign. The earliest investment counted towards the escrow target was made on 5/11/2022.
Note that the Tiered Valuation Caps expire at 11:59 PM ET on their corresponding deadline day. Investors who invest no later than Aug 17, 2022 at 11:59 PM ET will have a $3,200,000 valuation cap, and investors who invest after then, but no later than Aug 24, 2022 at 11:59 PM ET will have a $3,600,000 valuation cap.
Tier 1: $1.5K - $4,999 - 10% off storewide at spiritycocktails.com for 1 year!
Tier 2: $5K - $9,999 - 20% off storewide at spiritycocktails.com for 1 year + Free shipping!
Tier 3: $10K - $49,999 - 1 year supply of SPIRITY Cocktails (limit 24 - 4 packs per year) + Free shipping!
Tier 4: $50K+ - Lifetime supply of SPIRITY Cocktails (limit 24 - 4 packs per year) + Free shipping!
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.
The graph below illustrates theor the of Spirity Cocktails's prior rounds by year.
Although the NAAB market has historically been dominated by the beer industry, Spirit producers have taken a growing interest in the category. The most notable transaction was Diageo's 2019 acquisition of SEEDLIP, a distilled non-alcoholic bottled spirit. Since then, many non-alcoholic bottled spirits have entered the market at price points ranging from $25-$60 per 750ml bottle. One such example is Lyres' Spirits, with an extensive lineup of non-distilled flavored bottled spirits. They later extended the brand to include a line of ready-to-drink, non-alcoholic canned cocktails priced between $14.99-$17.99 for 4-250ml cans.
Other brands have elected to enter the market directly through a ready-to-drink format such as Mocktails Uniquely Crafted, Mingle Mocktails, KulMocks, and others.
SPIRITY Cocktails distinguishes itself from these products by being a non-alcoholic cocktail made from Spirits Distilled From Tea. Our unique distillation process offers a cocktail experience that closely resembles the expectations of the Spirit-based canned cocktail consumer seeking to moderate their alcohol consumption.
The Company has outstanding liabilities in the form of SAFEs. The Company has approximately $250,000 in outstanding SAFEs (Simple Agreements for Future Equity) under $1.5M valuation cap.
The Company has participated in related party transactions. During 2020 & 2021, the company had several business transactions with a related party, Matterful Brands, owned by Joseph Rosa, who is also a shareholder and a board member of Zero Proof Drinks. In 2020, the Company gave a $18,750 deposit for packaging and website and $8,425 of business expenses, which was paid out to Matterful brands. During 2021, total services provided by Matterful Brands was in the amount of $24,445.
The company has outstanding liabilities. The company entered into a business loan with Intuit Financing for $24,000 in 2020. As of June 20th 2021 the company owed $11,687 to be paid by fiscal year end of June 20, 2022.
You may be subject to a different valuation cap from other investors in this Offering. The Company has an evaluated valuation cap of $4,000,000. However, investors that invest earlier in the Offering may be rewarded with a lower valuation cap. Investors that have their subscription received no later than August 17th, 2022 will be issued Tier 1 Notes, which have a valuation cap of $3,200,000. Investors that have their subscription received after August 17th, 2022, but no later than August 24th, 2022 will be issued Tier 2 Notes, which have a valuation cap of $3,600,000. Investors that have their subscription received after August 24th, 2022 will be issued Tier 3 Notes, which have the evaluated valuation cap of $4,000,000. Investors that invest earlier in the Offering are rewarded with a lower valuation cap, and their notes may therefore convert at a lower price. Investments made by SI Selections Fund I, L.P. and through the SeedInvest Auto Invest program will always deemed Tier 1 Notes, regardless of the date the subscription was received. Other than the differences in the valuation cap described herein, there are no other differences between Tier 1 Notes, Tier 2 Notes, and Tier 3 Notes.
The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on key individuals. There can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of the Company's key employees or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.
The Company has not filed a Form D for it's SAFE offering from 7/15/2021. 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.
The total amount raised may include investments made outside of the SeedInvest platform via Regulation D, some of which are counting towards escrow. Approximately $105,000 has been raised prior to the launch of the SeedInvest campaign. The earliest investment counted towards the escrow target was made on 5/11/2022. There is no guarantee that the Company has this cash available for operations as of the date of launch. See balance sheet for current cash balance..
The Company has failed to implement proper and effective internal controls, disclosure controls, and/or corporate governance procedures. Prior to this offering, the Company has, on at least one occasion, failed to implement or maintain an effective system of corporate governance. In particular, the Company has occasionally used corporate bank accounts to directly pay founder salaries. Risks related to errors in proper payroll processing include, but are not limited to, miscalculations of payroll or payroll taxes, penalties, and lack of security.
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 market that the company is in 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 2022. 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 reviewing CPA has included a “going concern” note in the reviewed financials. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net operating loss of $45,318, an operating cash flow loss of $105,253, and liquid assets in cash of $31,248, which less than a year’s worth of cash reserves as of June 30, 2021. The Company’s situation raises a substantial doubt on whether the entity can continue as a going concern in the next twelve months.The Company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results.Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing.There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.
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.
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 be 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 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.
Frequently Asked Questions
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.
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.
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.
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.
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 Spirity Cocktails. Once Spirity Cocktails accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Spirity Cocktails in exchange for your securities. At that point, you will be a proud owner in Spirity Cocktails.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Your accredited investor status
- Social Security Number or passport
- 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.
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, Spirity Cocktails has set a minimum investment amount of US $1,000.
Accredited investors do not have any investment limits.
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:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- 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.
Currently there is no market or liquidity for these securities. Right now Spirity Cocktails does not plan to list these securities on a national exchange or another secondary market. At some point Spirity Cocktails 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 Spirity Cocktails either lists their securities on an exchange, is acquired, or goes bankrupt.
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.
This is Spirity Cocktails'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 Spirity Cocktails's Form C. The Form C includes important details about Spirity Cocktails's fundraise that you should review before investing.
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.
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.