FORWARD-LOOKING STATEMENTS

Certain information set forth in this offering memorandum contains “forward-looking information”. Except for statements of historical fact, the information contained herein constitutes forward-looking statements. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Although forward-looking statements contained in this offering memorandum are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The reader is cautioned not to place undue reliance on forward-looking statements.

*Maximum number of shares offered subject to adjustment for bonus shares. See “Investment Incentives & Bonuses” below.

Investment Incentives & Bonuses*

Loyalty Bonus: Previous Investors in GigaWatt will receive 10% bonus shares.

Time-Based Perks

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

Early Bird 2: Invest $5,000+ within the first 2 weeks and receive 7% bonus shares.

Early Bird 3: Invest $10,000+ within the first 2 weeks and receive 10% bonus shares.

Early Bird 4: Invest $25,000+ within the first 2 weeks and receive 12% bonus shares.

Early Bird 5: Invest $50,000+ within the first 2 weeks and receive 15% bonus shares.

Amount-Based Perks

Tier 1: Invest $1,000+ and receive 2% bonus shares.

Tier 2: Invest $5,000+ and receive 4% bonus shares.

Tier 3: Invest $10,000+ and receive 6% bonus shares.

Tier 4: Invest $25,000+ and receive 8% bonus shares.

Tier 5: Invest $50,000+ and receive 10% bonus shares.

*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

GigaWatt, 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 Class B Common Stock at $2.00 / share, you will receive 110 shares of Class B Common Stock, meaning you’ll own 110 shares for $200.00. 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. In such instance, the applicable investors will have the first opportunity to invest should availability in the Offering opens from cancellation of prior investments or the failure of an investors to complete the investment.

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.