This offering (the “Offering”) consists of Common Stock (the “Shares” or individually, each a “Share”) that is being offered on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold. The Shares are being offered and sold by BrewDog USA Inc., a Delaware Corporation (“BrewDog USA” or the “Company”). There are 1,052,632 Shares being offered at a price of $47.50 per Share with a minimum purchase of two (2) Shares per investor. The Shares are being offered on a best efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by the Company and through FundAmerica Securities LLC (“FundAmerica”), a broker/dealer registered with the Securities and Exchange Commission (the “SEC”) and a member of the Financial Industry Regulatory Authority (“FINRA”). The maximum aggregate amount of the Shares offered is $50,000,000.00 (the “Maximum Offering”). There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to close. The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A. The offering is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business on February 1, 2017, unless sooner terminated or extended up to no more than an additional one hundred eighty (180) days by the company’s CEO. Pending each closing, payments for the Shares will be deposited in an escrow account set up by FundAmerica to be held in escrow for the Company. Funds will be promptly refunded without interest, for sales that are not consummated. All funds received by the Escrow Agent shall be held only in a non-interest bearing bank account. Upon closing under the terms as set out in this Offering Circular, funds will be immediately transferred to the Company where they will be available for use in the operations of the Company’s business in a manner consistent with the “USE OF PROCEEDS” in this Offering Circular.