• If you would like to receive more information about the investment opportunity, please complete the investment information request form.
• Blackdot will review your request and may reject or accept it at our sole discretion. Submitting an investment information request does not require you to invest nor does it give you a right to subscribe to the offering.
• If we extend an invitation for you to pursue an investment in Blackdot, we will:Provide you with access to a secure data vault that contains additional investment-related information (e.g. opportunity overview, investment terms, cap table summary, risk factors, financials, market overview, use of proceeds).Provide a link to initiate the investment through an AngelList RUV (a Special Purpose Vehicle, or SPV). Additional FAQs and disclosures related to investing through the AngelList RUV will be made available through that site.
• If we are not able to invite you to pursue an investment, we will inform you by email.
• If you would like to proceed with the investment, after reviewing the disclosures made available to you, you’ll need to create an account on AngelList and provide basic information about your subscription (legal name and other information about the investor, qualification as an accredited investor, amount you wish to invest, your funding method). You will then work directly through the AngelList platform to verify your identity and status as an accredited investor.
• Once the verification process is complete, and assuming we accept your subscription, you will electronically execute a subscription agreement and wire the funds to AngelList. AngelList will hold your funds in escrow until such time that Blackdot closes the investment round (Blackdot will make the close date known).
• Once the investment round is closed, you will receive executed subscription documents in your AngelList account.
• Blackdot will provide you with company updates on an ongoing basis.

In the US, an accredited investor is a sophisticated investor who meets one of the below criteria:

Individuals

• Net worth over $1 million, excluding primary residence (individually or with spouse or partner)
• Income over $200,000 (individually) or $300,000 (with spouse or partner) in each of the prior two years, and reasonably expects the same for the current year
• Certain investment professionals in good standing holding the general securities representative license (Series 7), the investment adviser representative license (Series 65), or the private securities offerings representative license (Series 82)
  

Entities

• Owning investments in excess of $5 million
• Corporations, partnerships, LLCs, trusts, 501(c)(3) organizations, employee benefit plans, “family office” and any “family client” of that office with assets in excess of $5 million
• Where all equity owners are accredited investors
• Other investment advisors and financial entities

AngelList conducts all verification (including AML/KYC clearances) and will inform you as to what documentation can be used to substantiate your accredited status. The documentation you need to provide depends on the basis on which you claim to be accredited, but can include W-2s, tax returns, bank statements, brokerage statements, Verification letters from CPAs, attorneys, or licensed professionals holding either FINRA Series 7, 65, or 82 licenses.

Rule 506(c) is an exemption from the registration requirements under the Securities Act of 1933, as amended, and related state securities laws that offers companies the opportunity to publicly advertise an investment round and to receive funds from verified accredited investors.

Securities purchased under Rule 506(c) are not freely tradable and may not be transferred or resold without registration or an exemption from registration.

Please visit the SEC’s website for more information.

Blackdot believes that having ownership concentrated amongst a handful of VCs is not in its best interest. By enabling accredited angel investors to also be a part of the Company, there will be more people advocating for the company and adding value in ways that VCs cannot.

VCs that can add value to the Company—and have clean reputations—will be considered provided they invest on similar terms to accredited investors.

A SAFE stands for a “Simple Agreement for Future Equity“, which allows investors to convert their investment into equity in future funding rounds or liquidation. Please review the summary of terms carefully prior to investing.

A valuation cap, often called a “cap,” is a predetermined maximum company valuation at which a SAFE will convert into equity. Essentially, it sets an upper limit on the valuation to determine how many shares the SAFE holder will receive when the SAFE converts.

We may accept or reject information requests and subscriptions at our sole discretion.

There is no single criteria that Blackdot uses for investor selection or to accept a particular subscription, however here are some of the factors that we will consider:

• First and foremost, the investor must be accredited and legally reside in the US.
• Secondly, the investor must have a clean reputation. It’s important that we onboard people that align with the brand.
• Additionally, when possible, Blackdot is interested in onboarding investors that are passionate about our mission and, if willing, can add value outside of the monetary investment.

Blackdot would like to focus on non-equity instruments (e.g. various revenue and debt based financing) to raise additional capital, but we have not ruled out more traditional priced equity rounds or additional convertibles (e.g. SAFEs).

No. You will directly invest in the AngelList RUV formed for the purpose of our offering, unless you've made other arrangements with Blackdot. The AngelList RUV will directly invest in Blackdot.

The AngelList RUV is a ‘Roll Up Vehicle’ (RUV) formed by AngelList specifically for this offering. Instead of directly investing in Blackdot, you would subscribe to own an interest in a ‘Special Purpose Vehicle’ (SPV) which would then invest into Blackdot on the terms described here and in our disclosures.

Instead of being listed on Blackdot’s cap table, investors become limited partners of this RUV which itself will be listed on Blackdot’s cap table. This relieves investors of the requirement to interface with our legal team for consents, conversions, and ongoing questions. Instead, you get a single dashboard on AngelList that provides the details of your investment. Additional information about the RUV will be made available to selected investors via AngelList.

Yes. You will receive information from Blackdot on an ongoing basis. Typically, these updates will be provided via your AngelList account.

After founding ClearAccess and selling it to Cisco Systems, Joel Pennington embarked on a new professional journey that involved custom wines, specialty coffee and, eventually, the art of tattoos.

After his custom wine project (Slow Turtle), Joel took his interest in specialty drinks to the next level at Bellwether Coffee, a Bay area startup focusing on making roasting more accessible and easier to master. Bellwether used a system of sourcing roasting profiles (i.e., roasting recipes) from top roasters, uploading them to the cloud and making them available to their next-generation roasters. This process enabled staff without specialized training to bring the roasts to life, combining hardware, software and cloud to centralize the art of coffee roasting.

Pennington took a page out of the Bellwether playbook and applied it to another creative medium, centralizing the art of tattoo. At first, the concept was to place automated tattoo devices in existing tattoo studios. However, this quickly shifted as the maintenance requirements, training process and the possibility of operator error was too risky. Instead, Joel and his team wanted to be associated with a different type of tattoo experience overall, one where Blackdot could completely reinvent and govern the experience from start to finish and make its studios the only places where the tattoo devices would operate.

Yes. Blackdot will be making certain tattoo designs and collections available only to investors.

Blackdot’s Board of Directors:

• Joel Pennington (CEO/Founder)
• Tai Hsia (LUUM Lash)
• Michael Cella (Oppenheimer)
• Alex Kunczynski (FusionX)

Blackdot intends to co-exist symbiotically within the tattoo industry and provide tattoo artists with additional revenue streams to let them scale in an industry that generally trades time for money. Blackdot understands that traditional tattooing will always remain mainstream but believes there is room for an innovative approach that will attract a parallel audience and be available alongside the classic system.

Relevant quotes from renowned Turkish tattoo artist, Omer Tunca:

Today, technology is developing every year, and this change has a great impact on our field as well. To give an example, about 10 or 15 years ago, tattoo machines were tools that worked in much more primitive ways—say, a classical coil-driven tattoo machine— with the development of technology, rotary machines have achieved impressive levels. There are also wireless machines now, and we tattoo using them. While technology advances at this rate and presents these changes, of course, the emergence of Blackdot is a breakthrough innovation in the tattoo field. At first, some people may get a little nervous when they hear about such innovations. It is as if a machine would emerge and take over their jobs. But this is definitely not the case. On the contrary, these innovations, especially in the field of art, are very positive developments that will carry artists to different vantage points in many different fields. For example, thanks to Blackdot, not only tattoo artists, but also many other artists in the world whose creative output is aligned with tattoos—painters, illustrators, or people who work in different fields of art will have a chance to experience this medium. In addition to this, people around the world who want to carry these artists’ works on their bodies will be able to access these works easily thanks to Blackdot.

I think, Blackdot is a huge project that can change not only the tattoo industry, but also the way of art production. Inspired by this project, I think the artists will begin to undertake much more creative and different works in the future. Having such projects in our lives and their continued support and use by us artists will pave the way for a new kind of art production in the world. Evolution of art production has always been like this in history. Not only technological, but also socio-cultural developments, accompanying changes, political ideas, views—just as all of these put forth a new art language or a new art period, Blackdot will, with the unique vision it embodies, introduce important renovation not only in the field of tattoo, but also in art and art production in general.