Invest in Blackout Coffee Co.

From a Garage to Over $40 Million in Lifetime Revenue. You Helped Us Get Here.

This Reg CF offering is made available through StartEngine Primary, LLC. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.

REASONS TO INVEST

ABOUT

HEADQUARTERS

TERMS

Blackout Coffee Co.

Overview

PRICE PER SHARE

$4.60

DEADLINE

Dec. 18, 2025 at 7:59 AM UTC

VALUATION

$79.96M

FUNDING GOAL

$10K - $2.5M

Breakdown

MIN INVESTMENT

$496.80

MAX INVESTMENT

$2,499,998.80

MIN NUMBER OF SHARES OFFERED

2,173

MAX NUMBER OF SHARES OFFERED

543,478

OFFERING TYPE

Equity

SHARES OFFERED

Common Stock

Maximum Number of Shares Offered subject to adjustment for bonus shares

Most Recent Fiscal Year-End

Prior Fiscal Year-End

Total Assets

$8,277,831

$4,884,419

Cash & Cash Equivalents

$2,750,554

$2,149,126

Accounts Receivable

$96,017

Short-Term Debt

$1,179,836

$438,239

Long-Term Debt

$2,085,150

$1,437,885

Revenue & Sales

$16,651,458

$7,311,191

Costs of Goods Sold

$6,577,187

$2,482,547

Taxes Paid

Net Income

$256,432

$444,983

Risks

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.

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

Investment Incentives & Bonuses*

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.

Loyalty Bonus | 20% Bonus Shares

Prior investors, employees, family members, and individuals who registered interest during the Test the Waters (TTW) phase are eligible for an additional 20% bonus shares. Eligibility is determined as of September 17th, 2025.

Time-Based Perks

Launch Day Lightning Deal

Receive 15% bonus shares when you invest within the first 24 hours of launch.

Early Bird

Receive 12% bonus shares when you invest within the first 72 hours of launch.

Founders Week

Receive 10% bonus shares when you invest within the first 7 days of launch.

Final Early Window

Receive 5% bonus shares when you invest within the first 14 days of launch.

Mid-Campaign Perk

Invest $2,500 or more between Day 40 and Day 45 and receive an additional 10% bonus shares.

Amount-Based Perks

Tier 1 – Insider | $500+

Invest $500+ and receive Exclusive Access to Facebook Group, Quarterly live Announcements with CEO, sneak peeks at new roasts, and pre-release access to all new roasts before public launch.

Tier 2 – Coffee Loyalist | $1,000+

Invest $1,000+ and receive 2% bonus shares, Insider Perks and 10% off Coffee Club for 1 year*.

Tier 3 – Coffee Champion | $2,500+

Invest $2,500+ and receive 5% bonus shares, Coffee Loyalist Perks and 15% off Coffee Club for 1 year*.

Tier 4 – Patriot Investor | $5,000+

Invest $5,000+ and receive 7% bonus shares, Coffee Champion Perks, Investor-Only Blackout Coffee T-Shirt, 3 months free Coffee Club subscription**, and 20% off store purchases for 1 year*.

Tier 5 – Freedom Partner | $10,000+

Invest $10,000+ and receive 10% bonus shares, all perks above, 6 months free Coffee Club subscription**, 20% off store purchases for 1 year* and a virtual LIVE roasting demo with the head roaster.

Tier 6 – American Founder Circle | $25,000+

Invest $25,000+ and receive 12% bonus shares, all perks above, 12 months free Coffee Club subscription**, 20% off store purchases for LIFE*, private tour of our new roasting facility***, your name displayed for 1 year on a coffee roaster, warehouse wall, or coffee sack display, and a private one-on-one roasting session on our sample roaster during facility visit.

Tier 7 – Founders Table | $50,000+

Invest $50,000+ and receive 15% bonus shares, all perks above, 12 months free Coffee Club subscription**, 25% off store purchases for LIFE*, private tour of our new roasting facility***, help us create a new coffee roast – your name on it for 1 year, and dinner with the owners.

*Discount applies to purchases made on our online store or website, for personal use and not for retail or commercial distribution.

**Coffee club subscriptions are the roasters choice and flavored coffee of the month.

***Travel and Lodging Not Included. Tour to be scheduled 30 days in advance.

*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

Howloo, 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 $4.60/ share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $460. 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 investor's 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 the time of offering elapsed (if any). Eligible investors will also receive the Venture Club bonus and the Loyalty Bonus in addition to the aforementioned bonus.

Irregular Use of Proceeds

The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Vendor payments.

HOW INVESTING WORKS

Cancel anytime before 48 hours before a rolling close or the offering end date.

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