Food Culture Inc. (OTCID:FCUL) Completes Acquisition of Distill Brands International and Appoints Mr. Paul Neelin as Incoming CEO

Rhea-AI Summary

Food Culture (OTCID:FCUL) closed a Share Exchange Agreement on November 18, 2025 to acquire Distill Brands International (DBI) as a wholly owned subsidiary in exchange for 18 million restricted common shares issued to BIAB Holdings.

Paul Neelin was appointed CEO of FCUL and will continue as CEO and CMO of DBI; Neelin and his spouse control approximately 74% of BIAB. DBI is a Canada-based premium spirits and marketing business focused on vodka, whiskey, rum, gin, bourbon, tequila, liqueurs and RTD beverages and plans partner and co-packing announcements prior to the close of Q1 fiscal 2026. Management announced a proposed rebrand to Distill Spirits Acquisition Group and a website relaunch.

Positive

• Acquisition closed — DBI became a wholly owned subsidiary
• 18 million restricted shares issued to complete transaction
• Appointed Paul Neelin as CEO while he remains DBI CEO and CMO
• DBI product slate: premium spirits and RTD beverages

Negative

• Issuance of 18 million restricted shares to BIAB (potential dilution)
• Insider control: Neelin and spouse control approximately 74% of BIAB
• Corporate pivot from food distribution to global spirits marketing alters business model and execution risk

Food Culture completes transition from distribution of ready-to-eat meals to the global spirits marketing industry

TORONTO, ONTARIO / ACCESS Newswire / November 18, 2025 / Food Culture Inc. (OTCID:FCUL) ("FCUL" or the "Company"), is excited to announce that is has closed a Share Exchange Agreement (the "Acquisition") with the shareholder of Booze in a Box Inc. (operating as Distill Brands International) ("DBI"), a Canadian federal corporation, and has appointed Mr. Paul Neelin as the Company's Chief Executive Officer.

Under the terms of the Acquisition, DBI became a wholly owned subsidiary of FCUL in exchange for the issuance of 18 million shares of FCUL's unregistered, restricted common stock to the sole shareholder of DBI, Ontario-based, BIAB Holdings, Inc. ("BIAB"). Mr. Paul Neelin, the Company's newly appointed CEO, and his spouse control approximately 74% of BIAB. DBI is an up-and-coming Ontario-based global spirits & marketing company focused on excellence in quality products, paired with enduring brand partnerships that target the sports and entertainment sectors. Throughout 2025 DBI has been actively engaged in securing partnership relationships for premium wine and liquor products and expects to announce relationships with both new and established partner brands, including several co-branding and co-packing partnerships, prior to the close of the first quarter of fiscal 2026.

Mr. Ruben Yakubov, Chairman of FCUL commented, "We are excited to have concluded the acquisition of DBI, a company that is driven to find cutting edge beverage technology within the "Eco-Space" offering distributors, retailers, and customers the latest packaging trends, matched with the highest in quality spirits and premixed beverages for global distribution."

Mr. Neelin, the Company's CEO and the founder of DBI commented, "We have been working with the team at Food Culture for several months and are excited to introduce shareholders to our portfolio over the coming months. Along with various exciting partnership announcements planned prior to the close of the first quarter of fiscal 2026, we will immediately work on a rebranding of Food Culture Inc. including a proposed name change to "Distill Spirits Acquisition Group". The entire team at DBI is excited for the opportunity to gain awareness globally and accelerate growth across North America and beyond through our recently concluded transaction with Food Culture."

While undertaking duties as the CEO of FCUL, Mr. Neelin will continue in his positions as both CEO and CMO of the Company's operating division, DBI.

Mr. Neelin is an inventor, entrepreneur and strategist with over 30 years of business ownership experience including a focus on marketing and product development. Paul has spent his career gaining vast International experience in go-to-market strategies with corporations such as McDonald's USA, Disney, and Coca Cola, where he successfully negotiated marketing agreements. He has also successfully negotiated sponsorships / license agreements with the NHL and MLB. As the incoming CEO of FCUL and in his continuing roles at DBI, Paul will manage and grow licensing partnerships, assist with new product development, manage and implement successful marketing strategies, oversee co-packing partnerships and review potential sustainable acquisitions.

The Company is in the process of updating and relaunching its corporate website (https://foodcultureinc.com) in conjunction with DBI to better reflect the ongoing business of the Company and familiarize shareholders with DBI's exciting business model and future plans. Management encourages shareholders to visit DBI's current website at https://distillacquisitions.com

About Food Culture Inc.:

Food Culture Inc. is a company operating in the food and beverage space. We have recently acquired DISTILL BRANDS INTERNATIONAL, "DBI", an Ontario-based global spirits & marketing company focused on excellence in quality products, paired with enduring brand partnerships that target the sports and entertainment sectors.

About Distill Brands International:

Distill Brands International is focused on delivering a premium quality product using recipes that will include Premium Vodka, Whiskey, Rum, Gin, Bourbon, Tequila, and Liqueurs, with plans to offer wine in the near future. DBI also offers several ready to drink (RTD) beverages in an array of flavors, in carbonated and non-carbonated formats. DBI will produce, distribute and sell the finest quality Premium Spirits with a continued commitment to incorporating quality ingredients, while promoting business practices that reflect the environment.

This press release contains forward-looking statements that reflect the Company's current beliefs, expectations or intentions regarding future events. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as "will," "will be," "anticipate," "predict," "expect" "continue," "future," and similar expressions are intended to identify such forward-looking statements. The Company anticipates that subsequent events and developments may cause views and expectations to change. The Company assumes no obligation, and specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact
Ruben Yakubov
(o) +1 416 565 5467
ryakubov@foodcultureinc.com
https://foodcultureinc.com
https://distillacquisitions.com

SOURCE: Food Culture, Inc

View the original press release on ACCESS Newswire

FAQ

What did Food Culture (OTCID:FCUL) announce on November 18, 2025?

FCUL announced it completed the acquisition of Distill Brands International and issued 18 million restricted shares to BIAB Holdings.

Who is the new CEO of Food Culture (OTCID:FCUL) and what roles will he hold?

Paul Neelin was appointed CEO of FCUL and will continue as CEO and CMO of DBI.

How much ownership do Neelin and spouse hold in BIAB related to the FCUL deal?

Paul Neelin and his spouse control approximately 74% of BIAB, the DBI shareholder.

What products and markets will DBI focus on under FCUL ownership?

DBI will focus on premium vodka, whiskey, rum, gin, bourbon, tequila, liqueurs and RTD beverages with global marketing and co-packing partnerships.

Will Food Culture change its corporate name after the acquisition?

Management proposed a name change to Distill Spirits Acquisition Group as part of a rebrand.

When does DBI expect to announce partnership deals under FCUL?

DBI expects to announce partner and co-packing relationships prior to the close of Q1 fiscal 2026.