Blackout Coffee Reports $1.44 Million Net From Reg A Offering, Suspends Reg A Reporting

Howloo, Inc., the Fort Pierce, Florida company that does business as Blackout Coffee Co., filed a Form 1-Z on October 13, 2026 (accession 0001104659-26-115145) closing out its Regulation A offering and suspending its Regulation A reporting. The report shows $1,911,206.58 sold by the issuer and $1,442,437.38 in net proceeds. The offering itself stopped accepting subscriptions on December 5, 2024, the termination date the company set in an offering circular supplement of November 14, 2024.

What the filing shows

The offering was qualified on March 1, 2024 at $3.79 a share for up to 1,978,891 shares plus up to 356,200 bonus shares, 2,335,091 in all, which the circular describes as issued to qualifying investors for no additional payment. The 1-Z reports 515,765 shares issued, about 22% of the qualified total. The issuer-reported $1,911,206.58 equals 504,276 shares at $3.79; the remaining 11,489 shares are consistent with bonus shares, which would also account for the gap between that figure and the $1,954,749.35 that 515,765 shares would bring at the full price. The 1-Z does not break out bonus shares itself.

StartEngine Primary LLC (CRD 291773) was the broker-dealer, paid $64,662.60 in commissions plus 9,744 shares of common stock as a 2% stock commission. The other fees itemized are $20,875 to the auditor, SetApart FS, $40,000 to Alliance Legal Partners, Inc., and $10,050 to CrowdCheck Law LLP for state filings. Those four total $135,587.60. Between the $1,911,206.58 sold and the $1,442,437.38 net, $333,181.60 is not itemized in the 1-Z; it is an unreconciled difference. The offering circular estimated offering expenses of $155,625 at a $1.875 million raise, covering commissions and legal, accounting and card fees and excluding investor-acquisition marketing, but it does not reconcile the actual figure either.

The 1-Z reports approximately 31 holders of record. That is not necessarily the number of people who bought in the offering; the circular names StartEngine Secure, LLC as transfer agent, keeping shareholder records on a book-entry basis, and the 1-Z does not state the number of purchasers.

Background

Howloo's predecessor was formed in Delaware in April 2016 and converted to a corporation on January 1, 2023. Its annual reports on Form C-AR show revenue of $2,409,670 for 2022, $7,311,191 for 2023, $16,651,458 for 2024 and $18,359,881 for 2025. Net income was $600,324 in 2023 and $256,432 in 2024; 2025 ended with a net loss of $1,857,963, cash of $1,747,700, total assets of $6,362,534 and 25 employees.

In September 2025 the company opened a Regulation Crowdfunding offering through StartEngine Primary at $4.60 a share, with a $2,499,998.80 maximum and bonus shares of up to 20% for prior investors and 5% to 15% for early investors. Its closing report of March 9, 2026 states that the company closed on $897,971.20 and 231,237 securities. At $4.60, $897,971.20 buys 195,211 shares, so about 36,026 of the securities are consistent with bonus shares, roughly $3.88 per security issued. The memorandum also requires each investor to appoint the chief executive as an irrevocable proxy to vote the shares.

Why it matters

The 1-Z ends the company's Regulation A reporting: the annual Form 1-K, which carries audited financial statements, and the semiannual Form 1-SA, whose statements are generally unaudited. Howloo's Regulation Crowdfunding annual reports continue unless a termination condition under Rule 202(b) is met; AltStreet found no Form C-TR on EDGAR as of October 15, 2026. Investors hold common stock in a company whose revenue grew more than sevenfold from 2022 to 2025 and which moved from profit to a loss of $1.86 million in 2025.

What the filings do not show

The 1-Z does not state the number of purchasers, break out the bonus shares, or itemize the $333,181.60 between the issuer's sales and its net proceeds. It does not explain why the offering ended at about 22% of the qualified shares, or why the exit report was filed nearly two years after the termination date. The annual figures are issuer-reported on Form C-AR.