Note: This is NOT an IPO. This is an uplisting to the NASDAQ from the OTC Pink Market, where Spirits Capital’s stock trades under the symbol “SSCC” as the prospectus notes. Spirits Capital has not disclosed a proposed stock symbol yet for the NASDAQ uplisting. (Incorporated in Delaware)

We are a fintech company that merges technology with the alternative asset class of premium American whiskey and other spirits.

Our mission is to democratize access to this historically exclusive asset class by leveraging innovative financial instruments and cutting-edge digital platforms. By integrating new-age technology with the timeless value of aged spirits, we offer a compelling and unique investment opportunity in a market that is both resilient and consistently performing.

Our company is structured as a holding company with three operating wholly owned subsidiaries, Spirits Global, Inc., Distilled Barrels Financial Exchange, Inc., and Spirits Barrels, LLC. Each subsidiary plays a strategic role in our integrated approach to the spirits investment ecosystem, driving growth through distinct yet complementary business models.

Spirits Global, Inc.

Our wholly owned subsidiary Spirits Global, Inc., a Delaware corporation (“SG”), was organized on May 7, 2018. It engages in the sale of Cask Investment Deeds that provide a fixed return over a fixed period of time. Each Cask Investment Deed is secured by one barrel of newly filled (less than one year) of aging premium American Whiskey, which is held in a secure bonded facility and insured for the entirety of the hold period of the investment. Revenue is generated from the difference in the Cask Investment Deed price and cost to the company of the whiskey, storage fees and insurance. Additionally, the company expects to generate revenue from the difference of the sale price of the whiskey and amounts owed to investors under the Cask Investment Deed. SG has sold 1,720 Cask Investment Deeds as of the date hereof. SG owns 2,145 barrels of premium American whiskey, of which 520 barrels are securing Cask Investment Deeds as of the date hereof. SG has an additional 1,200 barrels in production with a distillery as of the date hereof.

Spirits Barrels LLC

Our wholly-owned subsidiary Spirits Barrels LLC, a Delaware limited liability company (“SBLLC”), was organized on May 3, 2024. It engages in the proprietary purchase and sale of premium American whiskey. Revenue will be generated by both short term (less than one year) and long term (more than one year) buying and selling of premium American whiskey. SBLLC has 1,300 barrels of premium American whiskey in production with a distillery as of the date hereof.

Distilled Barrels Financial Exchange

Our wholly-owned subsidiary Distilled Barrels Financial Exchange, Inc., a Wyoming corporation (“DBFEX”), was organized on November 2, 2023. DBFEX intends to revolutionize spirits trading by offering a secure, user-friendly digital marketplace that connects distilleries, investors, and other industry professionals for seamless and transparent transactions. It is expected to launch in the fourth quarter of 2024. While a few whiskey inventory websites exist, the DBFEX is intended to be the industry’s first digital platform for the global trading of aged whiskey barrels and other spirits. Revenue will be generated through annual subscriptions and transaction fees.

Because purchasing or trading barrels of spirits is conducted via a small network of brokers, pricing is often inefficient, contains exorbitant commissions, and lacks transparency while the reach is limited to their individual networks. DBFEX has been designed to provide interested parties from across the world with real-time access to quantities, prices and valuations in a safe and secure marketplace. The power of technology is expected to help democratize the whiskey and spirits trading market. We built DBFEX on a foundation of a scalable, cloud-based infrastructure in order to ensure reliability, agility, and the ability to swiftly adapt to market changes.

Via a secure and transparent technology platform, we believe that DBFEX is the missing piece of a rapidly developing asset class and is designed to be a resource for the trading and valuation of American whiskey and other spirits. DBFEX uses a proprietary pricing tool, known as the Barrel Value Optimizer, to analyze an extensive array of market data and barrel-specific information to suggest optimal price ranges for aged whiskey barrels.

Note: Net loss is for the year that ended Dec. 31, 2024. The company had no product revenue.