SETO Holdings,Inc Acquires CapCity Beverage, LLC to Strengthen U.S. Importation, Distribution Infrastructure, and Brand Acceleration

Rhea-AI Summary

SETO Holdings (OTCID:SETO) announced on December 9, 2025 the acquisition of CapCity Beverage, a U.S. federally licensed alcohol importer and wholesaler, to expand SETO's U.S. importation, bonded warehousing, compliance, and national distribution capabilities.

The deal is valued at $1,000,000 (consisting of $100,000 debt, $500,000 stated-value preferred stock, and up to $400,000 in common stock contingent on performance, with a cash-in-lieu option). Management says the acquisition adds revenue streams, improves margin capture, and accelerates brand rollouts through integrated import-to-shelf infrastructure.

Positive

• Direct control of U.S. importation and bonded warehousing
• Expanded compliance and national distributor coordination infrastructure
• Adds new revenue streams and improved margin capture
• Transaction valued at $1,000,000 with mixed consideration

Negative

• Up to $400,000 potential common-stock issuance could dilute shareholders
• Deal includes $100,000 of assumed debt at closing
• SETO will continue relying on third-party regional and national distributors

The acquisition solidifies SETO's control over U.S. importation, compliance, and national distribution-positioning the company to scale its brand portfolio with greater speed, efficiency, and market access.

WASHINGTON DC / ACCESS Newswire / December 9, 2025 / SETO Holdings, Inc. (OTCID:SETO), a publicly traded, vertically integrated consumer brand platform operating at the intersection of premium spirits & wines, experiential marketing, media, and technology, today announced the acquisition of CapCity Beverage, LLC (CapCity), a U.S.-based, federally licensed alcohol importer and wholesaler of wines, spirits and related products.

This strategic acquisition significantly expands SETO's operational infrastructure, providing direct control over importation, bonded warehousing, compliance, and national distributor coordination. CapCity will serve as SETO's foundation for U.S. market access, accelerating execution across both open and control states.

"CapCity isn't just a wholesaler - it's a strategic accelerator," said Janon Costley, Chairman & CEO of SETO Holdings, Inc., "eliminating many of the bottlenecks that slow down execution while providing direct control over compliance, logistics, and national market access. With this infrastructure in place, we can launch brands faster, support our distributor network more effectively, and deliver full-stack value - from import to shelf."

CapCity positions SETO to scale its portfolio with speed, precision, and long-term impact, providing SETO the foundation to operate as a full-stack growth platform in the spirits sector. It will also enhance SETO's position within the compliant structure of the U.S. three-tier alcohol distribution system. By internalizing the importation and wholesale distribution, SETO's brand portfolio will have greater control over logistics, regulatory compliance, and market access - while continuing to work exclusively through CapCity's network of regional and national, licensed third-party distributors to reach consumers and deliver scalable value.

In addition to operational efficiencies, CapCity adds new revenue streams and improved margin capture to SETO, through internalized importation and wholesale functions, enabling scalable, cost-efficient brand rollouts, new product launches and market expansion. Management believes that, with this integrated infrastructure, SETO is now better aligned to support higher valuation multiples and accelerated market execution.

The CapCity Beverage acquisition, valued at $1,000,000, consisted of a combination of $100,000 in debt and $500,000 in stated value preferred stock at closing, with up to an additional $400,000 in common stock upon CapCity achieving certain performance criteria (the obligation to issue such shares is subject to SETO's right to pay cash in lieu of any such stock issuances). For further information regarding the CapCity Beverage acquisition please visit: CapCity Acquisition 8-K.

About CapCity Beverage, LLC

CapCity Beverage is a federally licensed importer and wholesale distributor built to streamline the process of U.S. market entry for global alcohol brands. From international production to American shelves, CapCity offers a turnkey solution that includes:

• TTB licensing and compliance management

• Customs clearance and bonded warehousing

• State-by-state product registration and control board submissions

• CapCity maintains active sales and distribution relationships with leading national and control-state distributors, including:

  • Southern Glazer's Wine & Spirits

  • Republic National Distributing Company (RNDC)

  • Empire Distribution

  • Pennsylvania Liquor Control Board (PLCB)

  • North Carolina ABC Commission

  • E-commerce and DTC fulfillment via platforms such as ReserveBar, BevStack, and more

Current Brand Portfolio Highlights:

• Shinju Japanese Whisky (www.shinjuwhisky.com) - an award winning, groundbreaking growing Japanese whisky brand with national retail visibility in fast growing category

• Whiteout Tequila & RTD Cocktails (www.whiteouttequila.com) - A clean-label, flavor-forward tequila and RTD line aligned with the surging demand for premium convenience

• Additional global brands currently registered and/or in the pipeline for U.S. distribution

SETO Holdings, Inc.

SETO Holdings, Inc. (OTCID:SETO) is a publicly traded, vertically integrated consumer brand platform operating at the intersection of premium spirits, experiential marketing, media, and technology, redefining how diverse founded, culturally resonant companies and brands are developed and scaled.

Guided by its mission to "Own the Spirit," SETO integrates production, distribution, marketing, technology and capital markets into a unified platform designed for cultural relevance, commercial scale, and long-term enterprise value.

With CapCity Beverage integrated into its platform, SETO is now positioned to drive end-to-end growth, from global sourcing and production to U.S. importation and multi-state distribution, empowering diverse founders by providing the infrastructure, resources, and market access necessary to accelerate growth-creating sustainable value for founders, consumers, and shareholders alike.

Safe Harbor Statement: Statements in this news release may be "forward-looking statements." Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release and the company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.

Media & Sales Inquiries
sales@capcitybeverage.com
www.capcitybeverage.com

Investor Relations
IR@seto-holdings.com
www.seto-holdings.com
www.ownthespirit.com

SOURCE: SETO Holdings, Inc.

View the original press release on ACCESS Newswire

FAQ

What did SETO (OTCID:SETO) announce on December 9, 2025?

SETO announced the acquisition of CapCity Beverage, a U.S. licensed alcohol importer and wholesaler, to expand importation and distribution infrastructure.

How much is SETO paying for CapCity Beverage in the December 9, 2025 deal?

The acquisition is valued at $1,000,000: $100,000 debt, $500,000 stated-value preferred stock, plus up to $400,000 in contingent common stock.

What shareholder dilution risk does the SETO CapCity acquisition create?

Up to $400,000 in contingent common stock may be issued upon performance, which could dilute existing shareholders unless SETO pays cash instead.

How will the CapCity acquisition affect SETO's U.S. market access and logistics?

CapCity provides direct control over importation, bonded warehousing, compliance, and national distributor coordination to accelerate brand rollouts.

Does SETO still use third-party distributors after acquiring CapCity Beverage?

Yes. SETO intends to continue working exclusively through CapCity's network of regional and national licensed third-party distributors to reach consumers.

Where can investors find formal details about SETO's CapCity acquisition?

Investors can review the company filing referenced for the CapCity Beverage acquisition, including the Form 8-K disclosure documenting deal terms.