A culture based peer-2-peer shopping app
TaShan Parks Twyman
Maximum Number of Shares Offered subject to adjustment for bonus shares
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.
Up to 364,963 Shares of Class B Non-voting Common Stock, $1.37 per share
Offering Target Amount: 7,300 Shares of Class B Non Voting Common Stock ($10,001.00)
Offering Maximum Amount: 364,963 Shares of Class B Non Voting Common Stock ($499,999.31)
Minimum individual investment amount: 73 Shares ($100.01)
Maximum individual investment amount: 364,963 Shares ($499,999.31)
The following summary highlights selected information contained in the Offering Memorandum. This summary does not contain all of the information that may be important to you. You should read the more detailed information contained in the Offering Memorandum, including, but not limited to, the risk factors.
Spendwith, Corp. (the “Company”) is offering up to one hundred thousand shares (364,963) shares of its Class B Non-Voting Common Stock on a “best efforts” basis. The offering may continue until the earlier of October 29, 2017 (which date may be extended at our option) or the date when all the shares have been sold. The shares will be priced at $1.37 per share.
Our target offering amount is Ten Thousand Dollars ($10,001.00). We will accept investments in excess of the target amount. Specifically, if we reach the target offering amount of $10,001.00, we may conduct the first of multiple closings of the offering early if we provide notice about the new offering deadline at least five (5) business days prior to such new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment). Oversubscriptions will be allocated on a first come, first served basis.
In case of a material change in the offering, the investor must reconfirm the investment commitment. If an investor does not reconfirm their investment commitment after a material change, the investor's commitment will be cancelled and their funds returned.
Generally, the aggregate purchase price of the shares you buy in this offering may not exceed ten percent (10%) of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. We encourage you to review Rule 227 of Regulation Crowdfunding before you make any representation that your intended investment does not exceed applicable thresholds. For general information on investing, we encourage you to refer to www.investor.gov.
General Terms of the Offering
Spendwith, Corp., a Delaware corporation.
Securities Being Offered
Class B Common Non-Voting stock, $0.01 par value per share.
Price Per Share
$1.37 per Share.
Minimum Offering Amount
7,300 Shares for gross proceeds of $10,001.00.
Maximum Offering Amount
364,963 Shares for gross proceeds of $499,999.31.
The Offering will expire on October 29, 2017, unless earlier closed or terminated.
The Offering of Shares is open to international investors.
Proceeds of the sale of the Shares will be held by FundAmerica, as escrow agent, until such time as we have accepted subscriptions for the minimum offering amount of Shares. In the event we have not received proceeds from the sale of Shares for the minimum offering amount prior to the expiration of the Offering, no securities will be sold in the Offering, investment commitments will be canceled, and committed funds will be returned to Investors without deduction, interest or setoff.
Each Share will be non-voting.
In the event that we close on an initial public offering (“IPO”) of our stock, outstanding shares of the Non-voting Common Stock will be converted into shares of the class or series of stock offered and sold in such IPO, subject to the requirement that each holder first enter into a customary market stand-off agreement.
Regulation A Exchange
In the event that we conduct an offering under Regulation A of the same class of securities or an equivalent class of securities offered and sold in the Offering, Investors will be required to exchange the Non-voting Common Stock for the securities offered and sold under such Regulation A offering.
The Shares may not be transferred by any purchaser of such securities for the one-year period following the closing unless under certain circumstances. Please see “Ownership and Capital Structure; Rights of the Securities—Transferability of securities” in the Offering Memorandum.
Book Entry Shares
All Shares will be uncertificated and recorded in book-entry form on the books and records of ITFT, except as otherwise required by law. We expect to engage a registered transfer agent prior to the closing of the Offering, but may, in our sole discretion, decide to act as our own registrar and transfer agent in connection with the Offering.
The Subscription Agreement will be governed by the laws of the State of North Carolina. By signing the Subscription Agreement, each Investor submits to the exclusive jurisdiction of the federal or state courts located in North Carolina with respect to any suit, action or proceeding relating to the Offering.
|Redemption RIGHTS:|| The Company shall have the right to repurchase Shares at $1.65 per share within 34 months of the final closing of this Offering.|
Closing and Termination of Offering
Until the minimum offering amount of Shares have been sold, all proceeds from the sale of Shares will be held by the escrow agent. After the minimum offering amount of Shares are sold and we determine, in our sole discretion, to conduct an initial closing of the Offering, we will provide notice about the new offering deadline at least five business days prior to the new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment), after which time all amounts held by the escrow agent will be delivered to Spendwith, Corp. Thereafter, we may conduct additional closings until the final offering deadline up to the maximum offering amount. In the event we do not sell the minimum offering amount of Shares by the Offering Deadline, no securities will be sold in the Offering, investment commitments will be canceled, and committed funds will be returned.
The Shares will be offered and closed only when a properly completed and signed Subscription Agreement is submitted by each Investor or his/her representative and is received and accepted by us. The Subscription Agreement as submitted by each Investor or his/her representative shall be binding once Spendwith, Corp. countersigns the Subscription Agreement. The Shares will be maintained in book-entry form, and notice of issuance of the Shares will be delivered to accepted Investors shortly after the applicable closing.
Investors may cancel an investment commitment until 48 hours prior to the offering deadline. If an investor does not cancel an investment commitment before the 48-hour period prior to the offering deadline, the funds will be released to the issuer upon closing of the offering and the investor will receive securities in exchange for their investment.
859 Spring ST NW Atlanta, GA 30308
Description of Business
A social impact technology company that provides an app for cultural shopping.
Type of Security Offered
Class B Non-voting Common Stock
Purchase Price of Security Offered
Minimum Investment Amount (per investor)
$500 — A SHIRT! Who doesn't love company swag?
$1000 — Your name will be listed on our website as an original
Spendwith investor and the company swag.
$5000 — A "vision call" with the founders. Ask us anything and make your suggestions. Help shape the vision of Spendwith. (Yep, you get the shirt and original investor status too!)
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 and salary made to one's self, a friend or relative; Any expense labeled "Administration Expenses" that is not strictly for administrative purposes; Any expense labeled "Travel and Entertainment"; Any expense that is for the purposes of inter-company debt or back payments.
Feeling good about where you spend your money is an important, but often overlooked, factor in many people’s purchase decisions. By using the recently released and innovative new smartphone app Spendwith, people can make a positive social impact whenever they spend their money. How? The name of the app provides a hint. Spendwith, a social impact company and its peer-to-peer shopping app, empowers its users to choose from a variety of cultural groups when deciding what local demographic group to spend their money within.
Notice to our investors: We will be unable to meet our April 29, 2020, annual report filing requirements for securities sold pursuant to Regulation CF as a result of circumstances related to COVID-19. As such, we intend to rely on the temporary relief being provided by the Securities and Exchange Commission. We will continue to use our best efforts to comply with our ongoing reporting obligations.
Here's a long overdue update on Spendwith. Spendwith Corp, the company, is still moving along. However, we've pivoted from the original cultural shopping platform and launched 3 new platforms:
Staa.sh - A site for monetizing your influence through the creation of product recommendations and wishlists.
Secondbuy.com - A site for browsing secondhand (used) items posted by local thrift and consignment stores in your city.
Incluzion.co - A site for finding and hiring diverse US-based freelancers.
I'm am solely focused on getting Incluzion.co off the ground first. This means growing a team and securing additional funding. Please share our press release http://www.blacknews.com/news/incluzion-first-ever-online-platform-for-black-minority-freelancers/
Also, I need your help, feedback and opinions, please email me directly at email@example.com
Click here to watch the full recap video. https://www.youtube.com/watch?v=tf1PED611GA&feature=youtu.be
I ask that you complete and also send this survey out to your networks. We're gathering the opinions of individuals who would likely invest in a privately owned, early-stage startups like Spendwith using equity crowdfunding.
As many of you know Spendwith was accepted as part of the Ascend2020 ATL pre-accelerator program last year. After several months of learning how to grow Spendwith in new ways, I had the opportunity to pitch as part of Demo Day. Nearly 20 companies exhibited their startups to the Atlanta community. I brought a camera crew with me so the WORLD could see the Spendwith pitch. Check it out below! https://www.youtube.com/watch?v=TTZTV5nj_rI
Also be sure to download version 3.0 of spendwith. https://spendwith.com/dl
Spendwith 3.0 is now live!!!
The new app gives users the ability crowdsource any culture-related shopping links into the app. We do this by allowing users to bookmark commerce related posts from other social media platforms and save these posts to shopping lists to keep safe or share. We display the posts in a browsable format, thus giving others access to a large selection of products and services. All highlighted by culture or demographic identity and curated by the crowd.
With your help, we can now connect the brands and businesses started by Asian-American, Black, Latino, LGBT, Muslim, Jewish, Veteran, and Women owners, with everyday consumers. With more to come!
1. Save posts from social media directly to Spendwith. Categorize your posts into shopping lists to keep safe or to share.
2. Upload new posts of online and offline brands.
3. Browse products and services based on cultural or demographic identity. All sourced from users across the country.
4. Chat with and follow other users.5. Filter posts by category, location, culture, demographics, price and more.
Save commerce related posts from social media into shopping lists to keep safe or share. Other users can then browse saved posts and create their own shopping lists or buy products and services associated with the posts.
Hello all! Spendwith 3.0 is almost ready for beta testing. If you'd like to help us test the new app then sign up as a tester using this link. https://spendwith.in/betatest