Company	:	Blackbird Foods, Inc.
Corporate Address	:	1040 45th Avenue, Long Island City, NY 11101
Offering Minimum	:	$15,000.00
Offering Maximum	:	$325,968.00
Minimum Investment Amount (per investor)	:	$249.00

Terms

Offering Type	:	Equity
Security Name	:	Common Stock
Minimum Number of Shares Offered	:	5,000
Maximum Number of Shares Offered	:	108,656
Price per Share	:	$3.00
Pre-Money Valuation	:	$15,000,000.00

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

Voting Rights of Securities Sold in this Offering

Voting Proxy. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.

Investment Incentives & Bonuses*

Testing the Waters (TTW) Reservations Bonus

All reservation holders in Blackbird Foods' Testing the Waters (TTW) Reservations Page will receive 10% bonus shares.

Loyalty Bonus

As you are a prior investor, online purchaser in Blackbird Foods as of 4/25/24, or friends and family of Blackbird Foods, you are eligible for 10% bonus shares.

Time-Based Perks

Early Bird 1k - Invest $1,000+ within the first 2 weeks and receive 5% bonus shares.

Early Bird 2.5k - Invest $2,500+ within the first 2 weeks and receive 7% bonus shares.

Early Bird 5k - Invest $5,000+ within the first 2 weeks and receive 10% bonus shares.

Early Bird 10k - Invest $10,000+ within the first 2 weeks and receive 15% bonus shares.

Early Bird 20k - Invest $20,000+ within the first 2 weeks and receive a 20% bonus shares.

Early Bird 50k - Invest $50,000+ within the first 2 weeks and receive a 30% bonus shares.

Amount-Based Perks

Tier 1 Perk — Invest $500+ and receive 50 % Off First 3 Orders (First Order Comes with Blackbird Pizza Slicer).

Tier 2 Perk — Invest $1,000+ and receive 6 Pack of Pizza (One Shipment).

Tier 3 Perk — Invest $2,500+ and receive 6 Pack Pizza + 6 Pack Wings + Branded Pizza Slicer (One Shipment).

Tier 4 Perk — Invest $5,000+ and receive 8 Pack Pizza + 8 Pack Wings + Branded Backpack + Branded Pizza Slicer (Split Into 2 Shipments Over 2 Months).

Tier 5 Perk — Invest $10,000+ and receive 12 Pack Pizza + 12 Pack Wings + Branded Backpack + Branded Pizza Slicer (Split Into 3 Shipments Over 3 Months).

Tier 6 Perk – Invest $25,000+ and receive 18 Pack Pizza + 18 Pack Wings + Branded Backpack + Branded Pizza Slicer (Split Into 3 Shipments Over 3 Months).

Tier 7 Perk – Invest $50,000+ and receive $25,000 level perks + 2 Guests VIP Dinner in NY and After-Party (travel and hotel not covered).

Tier 8 Perk – Invest $100,000+ and receive $25,000 level perks + 4 Guests VIP Dinner in NY, Factory Visit, After-Party (travel and 2 night stay at hotel covered).

*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

Blackbird Foods, Inc. will offer 10% additional bonus shares for all investments that are committed by investors that 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 Common Stock at $3.00 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $300. 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 investors 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 time of offering elapsed (if any). Eligible investors will also receive the Venture Club bonus, TTW Bonus, and Loyalty Bonus in addition to the aforementioned bonus.

Chef-Crafted Plant-Based Pizza and Wings