9.1 This Agreement shall be governed in accordance with the laws of the State of [Insert State], excluding its conflict of law principles.

9.2 This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral.

Private Placement Memorandum

BLACK UNICORN FACTORY, INC.

Dated: December 1, 2024

1. Executive Summary

Black Unicorn Factory, Inc. (“BUF” or the “Company”), is a cutting-edge pre-IPO accelerator dedicated to transforming startups into billion-dollar enterprises. This Private Placement Memorandum (PPM) is being issued under Rule 701 of the Securities Act of 1933 to outline the terms of participation for task-based equity earners. This offering provides participants with an opportunity to earn equity in BUF by completing specified tasks that contribute to the growth and development of the company.

This document outlines:
– The terms of this equity offering.
– Specific tasks required to earn equity.
– Risk factors.
– Current audited financials for the years ending December 31, 2022, and December 31, 2023.

Participants must review this PPM carefully before agreeing to participate.

2. Offering Terms

– Type of Offering: Private offering under Rule 701 for task-based investors.
– Securities Offered: Common stock of Black Unicorn Factory, Inc.
– Price per Share: $154.00 per share.
– Number of Shares Offered: Up to 1,022,100 shares allocated for task-based equity earners.
– Valuation: Based on a fair market valuation of the Company’s assets totaling $520 million, with a 20x multiplier for total valuation.

Eligibility Requirements

Participants must:
1. Download the Follow Me for Equity App.
2. Complete specific tasks as outlined in this PPM.
3. Digitally sign an acknowledgment of this disclosure.

3. Tasks for Equity Earners

To earn 100 shares valued at $154.00 each, participants must complete the following tasks:

1. App Download:
– Install and register for the Follow Me for Equity App.

2. Social Media Engagement:
– Follow the Company’s official social media accounts.
– Share at least three Company posts across personal social media channels.

3. Referral Program:
– Refer at least five new participants who successfully download and register for the app.

4. Survey Participation:– Complete a detailed feedback survey about the app and its features.

5. Promotional Task:
– Create one original post promoting the app and share it publicly on at least one major platform (Facebook, Instagram, LinkedIn, or Twitter).

Participants who complete all tasks will receive 100 shares of BUF common stock, credited to their account within 30 days.

4. Risk Factors

Company-Specific Risks:
– Early-Stage Business: BUF is in a growth phase and may face challenges in scaling operations or generating revenue.
– Illiquidity: Shares issued under this offering are not freely tradable and may have limited liquidity until a public offering occurs.B. Task-Based Equity Risks:
– Equity earners may incur tax obligations based on the value of shares received.
– Performance of tasks does not guarantee future dividends or monetary returns.C.

Regulatory Risks:

– The offering complies with Rule 701 but remains subject to regulatory scrutiny. Any changes in securities laws may impact the offering.
7. Financial Information

The audited financial statements for the years ending December 31, 2022, and December 31, 2023, are attached as Appendix A. Key highlights include:

– Total Revenue:
– 2022: $420,243,330
– 2023: $20,100,655

– Net Income:
– 2022: $12,355
– 2023: $2,500,000

– Total Assets:
– 2022: $421,994,073
– 2023: $511,789,198

For detailed financial statements, please refer to the attached document: BUF Audited 2022 and 2023 Financials.

Appendices

Appendix A: Audited Financial Statements
Appendix B: Task Completion Tracking