As Of                Filer                Filing    For·On·As Docs:Size

 3/11/16  Brewdog USA Inc.                  1-A¶                  10:16M

Document/Exhibit                   Description                      Pages   Size 

 1: 1-A         Offering Statement -- Reg. A -- primary_doc.xml     HTML     13K 
10: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML     10K 
 9: PART II AND III  Parts II & III -- Form 1-A                     HTML    204K 
 5: EX1A-1 UNDR AGMT  Underwriting Agreement -- Form 1-A            HTML     62K 
 2: EX1A-2A CHARTER  Articles of Incorporation/Organization --      HTML      6K 
                Form 1-A                                                         
 3: EX1A-2B BYLAWS  By-Laws -- Form 1-A                             HTML     79K 
 4: EX1A-4 SUBS AGMT  Subscription Agreement -- Form 1-A            HTML     19K 
 8: EX1A-6 MAT CTRCT  Material Contract -- Form 1-A                 HTML    395K 
 6: EX1A-11 CONSENT  Consent of Experts or Counsel -- Form 1-A      HTML      6K 
 7: EX1A-12 OPN CNSL  Opinion re: Legality -- Form 1-A              HTML      8K 

PART II - OFFERING CIRCULAR - FORM 1-A: TIER 2

Dated March 1, 2016

PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

BREWDOG USA INC.

65 E STATE ST, SUITE 1800
COLUMBUS, OH 43215
614-400-3077
www.BrewDog.com

1,052,632 Shares of Common Stock at $47.50 per Share
Minimum Investment: 2 Shares ($95.00)
Maximum Offering: $50,000,000.00

See The Offering - Page 12 and Securities Being Offered - Page 48 For Further Details
None of the Securities Offered Are Being Sold By Present Security Holders
This Offering Will Commence Upon Qualification of This Offering by the Securities and Exchange
Commission and Will Terminate on October 1, 2016, Unless Extended Up to 180 Days By The Issuer

PLEASE REVIEW ALL RISK FACTORS ON PAGES 12 THROUGH 20 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

Because these securities are being offered on a "best efforts" basis, the following disclosures are hereby made:

	Price to Public	Underwriting discount and Commissions (1)	Proceeds to Company (2)	Proceeds to Other Persons (3)
Minimum Investment	$95.00	$4.75	$90.25	None
Maximum Offering	$50,000,000.00	$3,325,000.00	$46,675,000.00	None

(1) The Company shall pay Source Capital Group, Inc., as lead placement agent, a commission equivalent to (i) 5% of capital raised up to the first $10 million raised, (ii) for all capital raised between $10,000,001 and $15,000,000, a fee of 5.5%, (iii) for all capital raised between $15,000,001 and $20,000,000, a fee of 6%, (iv) for all capital raised between $20,000,001 and $25,000,000, a fee of 6.5%, (v) for all capital raised between $25,000,001 and $30,000,000, a fee of 7%, (vi) for all capital raised between $30,000,001 and $35,000,000, a fee of 7.5%, (vii) for all capital raised between $35,000,001 and $50,000,000, a fee of 8%. See "PLAN OF DISTRIBUTION."

(2) Does not reflect payment of expenses of this offering, which are estimated to not exceed $75,000.00 and which include, among other things, legal fees, reproduction expenses, costs of blue sky compliance, fees to be paid to escrow agents and compliance firms and actual out-of-pocket expenses incurred by The Company selling the Shares. This amount represents the proceeds of the offering to the Company, which will be used as set out in "PLAN OF DISTRIBUTION."

(3) There are no finder's fees or other fees being paid to third parties from the proceeds, other than those disclosed above. See "PLAN OF DISTRIBUTION."

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GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

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 as 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 its lead placement agent, Source Capital Group, Inc. ("Source" or the "Placement Agent"), 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 October 1, 2016, 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 Source to be held in escrow for the Company. Funds will be promptly refunded without interest, for sales that are not consummated. 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.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

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PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.

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BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS CAREFULLY, ASK ANY QUESTIONS OF THE COMPANY'S MANAGEMENT THAT YOU WOULD LIKE ANSWERED AND CONSULT YOUR OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THIS INVESTMENT.

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JURISDICTIONAL (NASAA) LEGENDS

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS).

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/15/16  SEC                               UPLOAD¶    10/11/17    1:135K Brewdog USA Inc.
 5/16/16  SEC                               UPLOAD¶    10/11/17    1:140K Brewdog USA Inc.
 4/08/16  SEC                               UPLOAD¶    10/11/17    1:161K Brewdog USA Inc.