Where Hawaii Meets a $25B Global Tequila Market

Alcohol Beverage Wholesale or Retailer Licenses Notice

Holders of alcohol beverage wholesale or retailer licenses, and their employees, are prohibited from participating in this investment. By participating in this offering you confirm that you are not a wholesale or retail licensee nor are you employed by such a licensee.

Voting Rights of Securities Sold in this Offering

Voting Proxy. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.

*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus info below.

Investment Incentives & Bonuses*

Loyalty Bonus: Loyal customers of Kapena Tequila will receive a 10 % bonus shares.

Time-Based Perks

Early Bird 1:Invest $500+ within the first 3 weeks and receive 5 % bonus shares

Early Bird 2: Invest $1,000+ within the first 3 weeks and receive 8 % bonus shares 

Early Bird 3: Invest $5,000+ within the first 3 weeks and receive 10% bonus shares

Early Bird 4: Invest $10,000+ within the first 3 weeks and receive 15% bonus shares

Early Bird 5: Invest $25,000+ within the first 3 weeks and receive 18% bonus shares 

Early Bird 6: Invest $50,000+ within the first 3 weeks and receive 20% bonus shares 

Mid-Campaign Perks

Flash Perk 1: Invest $2,500+ between days 35 - 40 and receive 10% bonus shares 

Flash Perk 2: Invest $2,500+ between days 60 - 65 and receive 8% bonus shares

Flash Perk 3: Invest $900+ between days 129-136 and receive 6% bonus shares

Flash Perk 4: Invest $900+ between days 66 - 72 and receive 7% bonus shares

Flash Perk 5: Invest $1250+ between days 154-161 and receive 5% bonus shares

Amount-Based Perks

Canoe Paddler : Invest $500+ 5% bonus shares

Outrigger Steersman: Invest $1,000 and receive Kapena Hat (custom-designed, limited release), 8% bonus shares

Island Voyager: Invest $5,000 and receive Kapena Silver Tequila Virtual Tasting Party with Kapena’s founder — share a pour, hear the story, and toast together + 10% bonus shares

Ocean Navigator: Invest $10,000 and receive Kapena ‘Ohana Pack (3 bottles: Li Hing Infused, Hawaiian Chili Infused Reposado, Kapena Silver), access to private new flavor innovation strategy session with founder + 12% bonus shares. 

Kapena (Captain): Invest $25,000 and receive Private Kapena Tasting and Sunset Golf Cart Tour experience with the founder and two night stay at a resort hotel** + 15% bonus shares

Master Wayfinder: Invest $50,000 and receive an invite to an Exclusive Kapena Experience: private Kapena canoe beach day, dinner with the founder and two night stay at a resort hotel** + 18% bonus shares

**Travel/airfare to HI not included

**These perks are designed to enhance the investor experience, connecting them more deeply with the Kapena Tequila brand, while remaining compliant with TTB regulations and other legal constraints related to alcohol sales and distribution.

*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 shares 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.

Crowdfunding investments made through a self-directed IRA cannot receive non-bonus share 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 share perks because they would be receiving a benefit from their IRA account.

The 10% StartEngine Venture Club Bonus

Kapena Spirits Co. will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Venture Club.

This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of Common Stock at $1.25 / share, you will receive 110 shares of Common Stock, meaning you’ll own 110 shares for $125. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.

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 and the Loyalty Bonus in addition to the aforementioned bonus.