*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus info below.
Alcohol Beverage Wholesale or Retailer Licenses Notice
Holders of alcohol beverage wholesale or retailer licenses, and their employees, are prohibited from participating in this investment. By participating in this offering you confirm that you are not a wholesale or retail licensee nor are you employed by such a license.
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*
Loyalty Bonus: As you are a previous investor in Black Hammer Brewing, you are eligible for additional 10% bonus shares.
Time-Based
Combo Perk 1: Invest $500+ within the first three weeks and receive a limited print owners club t-shirt**.
Combo Perk 2: Invest $1,500+ within the first 72 hours and receive 10% bonus shares.
Volume-Based
Tier 1a: Invest $1,500+ and receive a set of customized Black Hammer glassware and a limited print owners club t-shirt.**
Tier 1b: Invest $2,500+ and receive a limited edition "You Are Beautiful" zippered Hoodie, and the perks listed for Tier 1a.*
Tier 2: Invest $5,000+ and get passes for two to our Founders' Beer Dinner and Bash at the brewery in San Francisco, which includes guided beer tasting with our CEO and Master Brewer, beer pairings with each course and a DJ'd party+ 3% bonus shares, and the perks listed for Tier 1b.***
Tier 3: Invest $10,000+ and receive a 2024 membership in our Growler Pal mug club, which includes a personalized beer mug stored on-site, bigger fills,+ 5% bonus shares, and the non-bonus share perks listed for Tier 2.****
Tier 4: Invest $25,000+ and join us for the design and brewing of our founder-exclusive Founders Strong Ale, a strong barleywine brewed with and canned exclusively for founders, with your name included on the label, and take home four cases of your beer. The beer can be shipped anywhere in California or picked up at the brewery. + 10% bonus shares and the perks listed for Tier 3***
Tier 5: Invest $50,000 and you and a guest join our co-founders Jim and Kevin for an immersive San Francisco Bay Area Beer weekend with 2 nights of lodging, brewery tours and guided tastings, an exclusive founder's beer dinner with pairings, & Brews on the Bay Black Hammer exclusive craft beer tasting on a 41-foot sailboat in San Francisco Bay, plus 12% bonus shares and the perks listed for Tier 4.
*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.
**Sizing information will be collected at the conclusion of the raise, and clothing may be picked up at our 544 Bryant Street location or sent via USPS to a US address one month after the conclusion of the raise.
***Attendees must be 21+. Travel and lodging are not included.
****Members must be 21+. Regular mug club memberships available for anyone 21+. Long-Distance mug club memberships shipped to California addresses only with age-verification required. Mug club membership expires on Feb 1, 2025.
*****Attendees must be 21+, and will be responsible for transportation to and from San Francisco and between lodging and activities.
The 10% StartEngine Venture Club Bonus
Black Hammer Holdings, Inc. ("Black Hammer Brewing") 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 $1.12 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $112. 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 and a Loyalty Bonus in addition to the aforementioned bonus.
