StartEngine
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StartEngine
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StartEngine
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StartEngine
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INVEST IN CITIZENS COFFEE BY CITIZENS HOLDINGS LLC · FOOD & BEVERAGE
We’ve recorded $27M in lifetime sales & an oversubscribed $1.2M crowd raise, featuring elite angels including Randi Zuckerberg. Citizens is on a mission to become the top breakfast and coffee brand in the country, with our averaged per site sales outperforming Starbucks. We have profitable locations across the country and now distributing our coffee retail products nationwide with an exciting national growth pipeline.
This Reg CF offering is made available through StartEngine Capital, LLC. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.

StartEngine assists companies in raising capital, and once the offering is closed, we are no longer involved with whether the company chooses to list shares on a secondary market or what occurs thereafter. Therefore, StartEngine has no control or insight into your investment after the close of the live offering. In addition, we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.
For Regulation Crowdfunding, investors are able to cancel their investment at any point throughout the campaign up until 48 hours before the closing of the offering. Note: If the company does a rolling close, they will post an update to their current investors, giving them the opportunity to cancel during this timeframe. If you do not cancel within this 5-day timeframe, your funds will be invested in the company, and you will no longer be able to cancel the investment. If your funds show as Invested on your account dashboard, your investment can no longer be canceled. For Regulation A+, StartEngine allows for a four-hour cancellation period.
Once the four-hour window has passed, it is up to each company to set their own cancellation policy. You may find the company’s cancellation policy in the company’s offering circular. Once your investment is canceled, there is a 10-day clearing period from the date your investment was submitted. After your funds have cleared the bank, you will receive your refund within 10 business days. Refunds that are made through ACH payments can take up to 10 business days to clear. Unfortunately, we are at the mercy of the bank, but we will do everything we can to get you your refund as soon as possible.
However, every investment needs to go through the clearing process in order to be sent back to the account associated with the investment.
Both Title III Regulation Crowdfunding and Title IV Regulation A+ help entrepreneurs crowdfund capital investments from unaccredited and accredited investors. The differences between these regulations are related to the investor limitations, the differing amounts of money companies are permitted to raise, and differing disclosure and filing requirements. To learn more about Regulation Crowdfunding, learn about Regulation Crowdfunding, and for Regulation A+, learn about Regulation A+.
Maximum Number of Shares Offered subject to adjustment for bonus shares
*Maximum number of units offered subject to adjustment for bonus units. See Bonus info below.
Investment Incentives & Bonuses*
Time-Based Perk
Early Bird 1: Invest $250+ within the first 2 weeks | 2% bonus units
Early Bird 2: Invest $5,000+ within the first 2 weeks | 7% bonus units
Early Bird 3: Invest $10,000+ within the first 2 weeks | 10% bonus units
Early Bird 4: Invest $25,000+ within the first 2 weeks | 15% bonus units
Early Bird 5: Invest $50,000+ within the first 2 weeks | 20% bonus units
Early Bird 6: Invest $100,000+ within the first 2 weeks | 25% bonus units
Mid-Campaign
Invest $5,000+ between day 35 - 40 and receive 10% bonus units
Invest $5,000+ between day 60 - 65 and receive 10% bonus units
Amount-Based Perk
Tier 1 Perk — Invest $250+ and receive: 20% off web store
Tier 2 Perk — Invest $500+ and receive: 5 free brunches**, 20% off web store
Tier 3 Perk — Invest $1000+ and receive: Free coffee for a year**, 20% off web store, and 2% bonus units
Tier 4 Perk — Invest $2500+ and receive: Free brunch for a year**, 20% off web store and 4% bonus units
Tier 5 Perk — Invest $5000+ and receive: Free coffee for life***(conditions apply), 20% off web store and 5% bonus units
Tier 6 Perk — Invest $10,000+ and receive: Free brunch for life***(conditions apply), 20% off web store, and 7% bonus units
Tier 7 Perk — Invest $50,000 and receive: Advisory equity*, 20% off web store, free brunch for life*** (conditions apply), and 15% bonus units
Tier 8 Perk — Invest $100,000 and receive: Advisory equity*, 20% off web store, free brunch for life*** (conditions apply), and 20% bonus units
*Advisor Equity Package; Vesting equity grant with an advisory agreement. Please inquire: justin.g@citizens.coffee
*In order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. Bonus units from perks will not be granted if an investor submits multiple investments that, when combined, meet the perk requirement. All perks occur when the offering is completed.
**A ‘free coffee’ is valued at $6 store purchase. A ‘free brunch’ is valued at a $25 store purchase. The appropriate value to your tier will be added to a house account. This credit can only be redeemed for in-store, regular menu purchases. This excludes retail coffee beans, merchandise & more. This credit may not be used for payment of gratuities.
***‘Coffee’ and ‘Brunch’ for life represents that a house account will be created providing fifty-two coffees or brunches (depending on the investment tier) per year valid for 15 years. If the business is acquired, receives a majority acquisition or a change of control, coffee & brunch for life perks will be withdrawn, but may not be withdrawn before a minimum period of 3 years from original investment date on Start Engine.
Crowdfunding investments made through a self-directed IRA cannot receive non-bonus unit perks due to tax laws. The Internal Revenue Service (IRS) prohibits self-dealing transactions in which the investor receives an immediate, personal financial gain on investments owned by their retirement account. As a result, an investor must refuse those non-bonus unit perks because they would be receiving a benefit from their IRA account.
The 10% StartEngine Venture Club Bonus
Citizens will offer 10% additional bonus units for all investments that are committed by investors who are eligible for the StartEngine Venture Club.
This means eligible StartEngine unitholders will receive a 10% bonus for any units they purchase in this offering. For example, if you buy 100 Class B Common Units at $3.45 / unit, you will receive 110 Class B Common Units, meaning you’ll own 110 units for $345. Fractional units will not be distributed and unit bonuses will be determined by rounding down to the nearest whole unit.
This 10% Bonus is only valid during the investor’s eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are canceled or fail.
Investors will receive the highest single bonus they are eligible for among the bonuses based on the amount invested and the time of offering elapsed (if any). Eligible investors will also receive the Venture Club bonus in addition to the aforementioned bonus.
Irregular Use of Proceeds
Cancel anytime before 48 hours before a rolling close or the offering end date.
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