Invest in Misguided Spirits

CLOSED

House Spirits With An Edge. Made For The People That Pour Them.

This Reg CF offering is made available through StartEngine Primary, LLC. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.

REASONS TO INVEST

ABOUT

HEADQUARTERS

TERMS

Misguided Spirits

Overview

PRICE PER SHARE

$10

DEADLINE

May. 1, 2025 at 6:59 AM UTC

VALUATION

$20M

FUNDING GOAL

$20K - $1.24M

Breakdown

MIN INVESTMENT

$100

MAX INVESTMENT

$1,235,000

MIN NUMBER OF SHARES OFFERED

2,000

MAX NUMBER OF SHARES OFFERED

123,500

OFFERING TYPE

Equity

SHARES OFFERED

Class B Common Stock

Maximum Number of Shares Offered subject to adjustment for bonus shares

Most Recent Fiscal Year-End

Prior Fiscal Year-End

Total Assets

$923,270

$623,426

Cash & Cash Equivalents

$107,477

$50,340

Accounts Receivable

$272,646

$51,556

Short-Term Debt

$1,787,087

$896,117

Long-Term Debt

$1,727,368

$753,680

Revenue & Sales

$2,036,285

$1,382,168

Costs of Goods Sold

$1,164,769

$1,238,896

Taxes Paid

Net Income

-$1,166,006

-$959,437

Risks

A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

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

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

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 license.

Investment Incentives and Bonuses*

Loyalty Bonus

Previous investors, friends and family, and long-time supporters will receive 15% bonus shares, along with 10% credit for purchases from the Misguided Spirits website.

Time-Based Investor Perks

The Early Adopter – Invest $500+ within the first two weeks and receive 10% bonus shares

The Advocate – Invest $1,000+ within the first two weeks and receive 15% bonus shares

The Ambassador – Invest $5,000+ within the first two weeks and receive 20% bonus shares

The Misguided Spirit – Invest $10,000+ within the first two weeks and receive 25% bonus

Amount-Based Investor Perks

Tier 1: Invest $100 and receive 10.00 credit for Misguided Merch or Spirits.

Tier 2: Invest $250 and receive 25.00 credit for Misguided Merch or Spirits.

Tier 3: Invest $500 and receive 50.00 credit for Misguided Merch or Spirits.

Tier 4: Invest $1,000 and receive 100.00 credit for Misguided Merch or Spirits.

Tier 5: Invest $2,500 and receive 200.00 credit for Misguided Merch or Spirits.

Tier 6: Invest $5,000 and receive 400.00 credit for Misguided Merch or Spirits.

Tier 7: Invest $10,000 and receive a custom MS Neon and 400.00 credit for Misguided Merch or Spirits.

Tier 8: Invest $25,000 and receive an opportunity to Host a Misguided Spirits House Party with one of the founders bar tending your event, a limited edition Neon Bar Sign, and the required spirits for the party.

Tier 9: Invest $50,000 and receive an exclusive invitation to Oaxaca Mexico to finalize Black Doves Sacred Heart Mezcal, The Misguided House Party, a limited edition Neon Bar Sign, and the required spirits for the event.

Mid-Campaign Perks

Mid-Campaign Perk 1 – Invest $500 between days 30-35 and receive 5% bonus shares

Mid-Campaign Perk 2 – Invest $1,000 between days 60-65 and receive 10% bonus shares

*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

Misguided Spirits will offer 10% additional bonus shares for all investments that are committed by investors who 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 Class B Common Stock at $10 / share, you will receive 110 shares of Class B Common Stock, meaning you’ll own 110 shares for $1,000. 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. Eligible investors will also receive the Venture Club Bonus and the Loyalty Bonus in addition to the aforementioned bonus.

Irregular Use of Proceeds

The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Vendor payments.

HOW INVESTING WORKS

Cancel anytime before 48 hours before a rolling close or the offering end date.

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