3111 Avenue R., Galveston, TX 77550
Minimum Investment Amount
Convertible Promissory Notes
Type of Equity Converted Into
Class A Common Stock
July 01, 2022
Annual Interest Rate
What is a Convertible Note?
A convertible note offers you the right to receive Class A Common Stock in Learnt Corporation. The amount of Class A Common Stock you will receive in the future will be determined at the next equity round in which the Company raises at least $1,000,000.00 in a qualified equity financing. The highest conversion price per security is set based on a $9,000,000.00 Valuation Cap or if less, then you will receive a 20.0% discount on the price the new investors are paying. You also receive 5.0% interest per year added to your investment. When the maturity date is reached, if the note has not converted then you are entitled to receive Class A Common Stock equal to your investment and interest back at a price per security determined by dividing the Valuation Cap by the aggregate number of outstanding equity securities of the Company as of immediately prior (on a fully diluted basis).
*Annual Interest Rate subject to adjustment of 10% bonus for StartEngine shareholders. See 10% Bonus below
Tier 1 Perk: Free 30 minutes of tutoring for investors or their child (not to exceed $50/hr)
Tier 2 Perk: Free 1 hour of tutoring for investors or their child (not to exceed $50/hr)
Tier 3 Perk: Free 5 hours of tutoring for investors or their child (not to exceed $50/hr)
Tier 4 Perk: Free 10 hours of tutoring for investors or their child (not to exceed $50/hr)
Tier 5 Perk: Free 30 hours of tutoring for investors or their child (not to exceed $50/hr)
Early access to products
Investors receive early beta launch invitations to all software product launches
First 72 hours - Friends and Family | 15% bonus on the Convertible Note interest rate
Next 72 hours - Super Early Bird | 10% bonus on the Convertible Note interest rate
Next 7 days - Early Bird Bonus | 5% bonus on the Convertible Note interest rate
$500+ (Tier 1 perk)
$1,000 (Tier 2 perk)
$5,000+ (Tier 3+ 2% bonus on the Convertible Note interest rate)
$10,000+ (Tier 4 + 5% bonus on the Convertible Note interest rate)
$25,000+ (Tier 5 + 10% bonus on the Convertible Note interest rate)
Learnt Corporation will offer 10% additional bonus interest for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.
Eligible StartEngine shareholders will receive a 10% increase in the annual interest rate on Convertible Promissory Notes in this Offering. This means your annual interest rate will be 5.5% instead of 5%.
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 cancelled or fail.
Investors will only receive a single bonus, which will be the highest bonus rate they are eligible for.
*All perks occur when the offering is completed.
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.