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Invest in Proud Mary Coffee
A convertible note offers you the right to receive The same class and series of equity securities issued in the Qualified Financing in Proud Mary Coffee. The amount of The same class and series of equity securities issued in the Qualified Financing you will receive in the future will be determined at the next equity round in which the Company raises at least $5,000,000.00 in a qualified equity financing. The highest conversion price per security is set based on a $60,000,000.00 Valuation Cap or if less, then you will receive a 20.00% discount on the price the new investors are paying. You also receive 5.00% 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 The same class and series of equity securities issued in the Qualified Financing 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.
Notice of Joinder to Company Operating Agreement upon Conversion
Upon conversion of this Note into equity securities, Reg CF investors will be required to join Proud Mary Coffee USA LLC as Members in accordance with the terms of the Company’s Second Amended and Restated Limited Liability Company Agreement. A full copy of the Convertible Promissory Note and the Second Amended & Restated Limited Liability Company Operating Agreement are provided as Exhibit F to this Form C and should be reviewed carefully before investing.
*Bonus discount subject to adjustment of bonus discounts for StartEngine noteholders. See discount bonus below.
Investment Incentives & Bonuses*
Time-Based Perks
Early Bird 1: Invest $2,500+ within the first 2 weeks | receive 3% addition to base discount rate
Early Bird 2: Invest $5,000+ within the first 2 weeks | 4% addition to base discount rate
Early Bird 3: Invest $10,000+ within the first 2 weeks | 5% addition to base discount rate
Early Bird 4: Invest $20,000+ within the first 2 weeks | 10% addition to base discount rate
Early Bird 5: Invest $50,000+ within the first 2 weeks | 15% addition to base discount rate
Mid-Campaign Perks (Flash Perks)
Flash Perk 1: Invest $2,500+ between [day 35 - 40] and receive 5% addition to base discount rate
Flash Perk 2: Invest $2,500+ between [day 60 - 65] and receive 5% addition to base discount rate
Amount-Based Perks
PMC HUMBLER: $500+ | Receive a 3-month (1 x 250gm bag per month) "Humbler" Coffee Subscription.
PMC MILD: $1,000+ | Receive a 6-month (1 x 250gm bag per month) "Mild" Coffee Subscription.
PMC CURIOUS: $5,000+ | Receive a 12-month (1 x 250gm bag per month) "Curious" Coffee Subscription (specialty & seasonal coffees), 10% off all online coffee orders for 12 months, and 3% addition to base discount rate.
PMC WILD: $10,000+ | Receive a 12-month (1 per month) "Wild" Subscription (featuring exceptional, micro-lots), a custom Comandante hand grinder, 10% off all online coffee orders for 12 months plus 5% addition to base discount rate.***
PMC DELUXE: $25,000+ | Join us at one of PMC cafes for an exclusive tasting experience and breakfast with a Founder (up to 4 people, travel not included**), receive a 1-year "Deluxe" Subscription (featuring ultra-premium rare and exotic coffees), a custom Comandante hand grinder, 20% off all online coffee orders for 1 year, “Lifetime Discount” (10%) on all in-store/cafe purchases and 8% addition to base discount rate.***
PMC LIFER: $50,000+ | Join us at one of PMC cafes for a private tasting experience and breakfast with a Founder*, OR a once in a lifetime coffee origin trip to hear the stories and meet the wonderful people behind our incredible products**. Receive a 1-year "Deluxe" Subscription (featuring ultra-premium rare and exotic coffees), Custom Proud Mary XBLOOM Pourover Machine + 20% off all online orders coffee for one year, “Lifetime Discount” (10%) on all in-store/cafe purchases, and 10% addition to base discount rate.***
*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.
** Travel not included, up to 10 people at a time..
*** Australia - if perk is not available at the time of, due to logistics will seek suitable replacement of similar value.
The 10% StartEngine Venture Club Bonus
Proud Mary Coffee USA, LLC 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 only receive a single bonus, which will be the highest bonus rate they are eligible for. Eligible investors will also receive the Venture Club Bonus and the Loyalty Bonus in addition to the aforementioned bonus.
Cancel anytime before 48 hours before a rolling close or the offering end date.
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