Company	:	Manna Smart Retail Inc.
Corporate Address	:	1007 N Orange St. 4th Floor Ste 1382, Wilmington, DE 19801
Offering Minimum	:	$124,000.00
Offering Maximum	:	$1,234,999.50
Minimum Investment Amount (per investor)	:	$111.00

Terms

Offering Type	:	Crowdfunding SAFE Notes
Type of Equity Converted Into	:	Undefined security
Conversion Trigger	:	$1,000,000.00
Maturity Date
Valuation Cap	:	$15,000,000.00
Discount Rate	:	20.0%
Annual Interest Rate	:	0.0%

What is a Convertible Note?

A convertible note offers you the right to receive Undefined security in Manna Smart Retail Inc.. The amount of Undefined security 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 $15,000,000.00 Valuation Cap or if less, then you will receive a 20.0% discount on the price the new investors are paying. You also receive 0.0% 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 Undefined security 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).

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

*Bonus discount subject to adjustment of bonus discounts for StartEngine noteholders. See discount bonus below.

Investments Incentives and Bonuses*

Early Bird Perks

Early Bird 1 - Invest $1,000+ within the first two weeks and receive 3% addition to the base discount rate and Awards, Discounts, and Raffle Tickets.

Early Bird 2 - Invest $5,000+ within the first two weeks and receive 4% addition to the base discount rate and Awards, Discounts, and Raffle Tickets as described in the Terms and Conditions.

Early Bird 3 - Invest $10,000+ within the first two weeks and receive 5% addition to the base discount rate and Awards, Discounts, and Raffle Tickets as described in the Terms and Conditions.

Early Bird 4 - Invest $25,000+ within the first two weeks and receive 6% addition to the base discount rate and Awards, Discounts, and Raffle Tickets as described in the Terms and Conditions.

Early Bird 5 - Invest $50,000+ within the first two weeks and receive 8% addition to the base discount rate and Awards, Discounts, and Raffle Tickets as described in the Terms and Conditions.

Early Bird 6 - Invest $100,000+ within the first two weeks and receive 10% addition to the base discount rate and Awards, Discounts, and Raffle Tickets as described in the Terms and Conditions.

Mid-Campaign Perks

Flash Perk 1 - Invest $5,000+ between Day 30 and Day 37 and receive 4% addition to the base discount rate.

Flash Perk 2 - Invest $5,000+ between Day 60 - Day 67 and receive 4% addition to the base discount rate.

Amount-Based Perks

Manna Family: Invest $111+ and receive access to the Secret Manna Family Community, which is exclusive and connected, along with 1 raffle ticket for the Burning Man Experience.

Espresso Enthusiast: Invest $250+ and receive a bag of Manna Coffee Signature Blend, known for its bold, smooth, and unforgettable flavor, along with 1 raffle ticket for the Burning Man Experience.

Cappuccino Champion: Invest $500+ and receive $500 off for your Coffee Kiosks, a sustainable temperature-locking Manna Coffee Tumbler, and 2 raffle tickets for the Burning Man Experience.

Latte Legend: Invest $1,000+ and receive an exclusive Manna Family Hoodie that is super cozy and incredibly warm, along with 4 raffle tickets for the Burning Man Experience.

Macchiato Guru: Invest $2,500+ and receive access to "Know Everything About Coffee: The Ultimate Online Masterclass," along with 10 raffle tickets for the Burning Man Experience.

Mocha Mogul: Invest $5,000+ and receive $1,000 off for your Coffee Kiosks, the opportunity to create a seasonal drink with Manna (Brew, Blend, Enjoy!), and 20 raffle tickets for the Burning Man Experience.

Cold Brew Connoisseur: Invest $10,000+ and receive free coffee for life, allowing you to sip forever, along with 40 raffle tickets for the Burning Man Experience.

Nitro Innovator: Invest $25,000+ and receive an invitation to the Founders' Strategic Dinner to shape Manna’s future, along with 100 raffle tickets for the Burning Man Experience.

Mannaccino Evangelist: Invest $50,000+ and receive $5,000 off for your Coffee Corner, a Roastery Tour to feel the heat of Manna’s craft, and 200 raffle tickets for the Burning Man Experience.

Brew Master: Invest $100,000+ and receive a free Nano Coffee Corner, along with an exclusive South American Coffee Plantation Trip and 400 raffle tickets for the Burning Man Experience.

Terms and Conditions

* Each prize tier includes all rewards from the previous tiers. The higher the tier, the more rewards you receive! The images of prizes shown are for illustrative purposes only. Actual designs, colors, and specifications may vary. Final prize selections are subject to availability and may be substituted with similar items of equal or greater value.

** Burning Man Experience:

The prize includes two (2) Burning Man festival tickets and a place in the Manna Coffee Team camp. No other expenses are covered. Prize recipients are solely responsible for all additional costs, including but not limited to transportation, accommodation, food, gear, travel insurance, and any required permits or documentation.

Manna Coffee is not responsible for any cancellations, changes, or disruptions related to the festival, camp, or any third-party services. By accepting the prize, prize recipients agree to release Manna Coffee from any liability related to travel disruptions, personal injuries, property loss, or additional costs incurred. The prize is non-transferable, non-refundable, and cannot be exchanged for cash or alternative benefits.

Manna Coffee reserves the right to modify or substitute any element of the prize if necessary due to circumstances beyond our control. Prize recipients must comply with all Burning Man rules, laws, and camp policies.

*** Subject to availability, varies by Kiosk

**** 1 cup / day next 10 years at any Manna Kiosk

***** The award includes round-trip economy airfare and hotel stay. The exact details are subject to availability and may be modified at the discretion of Manna Coffee.

Prize recipients are responsible for any additional expenses, including but not limited to transportation to and from the airport, meals, travel insurance, incidentals, and any required travel documents (e.g., passports, visas). Manna Coffee is not responsible for any cancellations, delays, or unforeseen circumstances affecting travel or accommodation.

By accepting the prize, prize recipients agree to release Manna Coffee from any liability related to travel disruptions, personal injuries, property loss, or additional costs incurred. The prize is non-transferable, non-refundable, and cannot be exchanged for cash or alternative benefits.

Manna Coffee reserves the right to modify or substitute any element of the prize if necessary due to circumstances beyond our control. Prize recipients must comply with all applicable laws, airline regulations, and accommodation policies.

*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 discounts 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. The free subscription months begin after the close of the offering and must be used consecutively.

Crowdfunding investments made through a self-directed IRA cannot receive 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 perks because they would be receiving a benefit from their IRA account.

The 10% StartEngine Venture Club Bonus

Manna Smart Retail Inc. will offer a 10% additional discount bonus for all investments that are committed by investors who are eligible for the StartEngine Crowdfunding Inc. Venture Club bonus.

Eligible StartEngine noteholders will receive a 10% bonus discount on the note in this Offering. For example, this would mean your discount percentage would be 30% instead of 20%.

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 elapsed time of the offering (if any). Eligible investors will also receive the Venture Club bonus the Loyalty Bonus in addition to the aforementioned bonus.

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