S-1/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Black Unicorn Factory

(Exact name of registrant as specified in its charter)

State or Other Jurisdiction of Incorporation	IRS Employer Identification No.	Primary Standard Industrial Classification Code Number
California (CA)	85-2000692	7389

Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices
5777 West Century Blvd, Suite 1125-106
Los Angeles, CA 90045
(310) 362-6999

Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service
John Stewart, Chief Executive Officer
Black Unicorn Factory
5777 West Century Blvd, Suite 1125-106
Los Angeles, CA 90045
(310) 362-6999

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Hugh D. Kelso III, Esq., Managing Attorney
H.D. Kelso & Associates
8799 Balboa Avenue, Suite 155
San Diego, CA 92123
(619) 840-5056

Copies to:
Johnny Stewart
Brent Davis
Terrence Stephens
Black Unicorn Factory
5777 West Century Blvd, Suite 1125-106
Los Angeles, CA 90045

Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [X] | Smaller reporting company ☒ | Emerging growth company ☒ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act: ☐

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	77,368,436	$154	Not applicable (direct listing)	$0 (no fee for direct listing)

·The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 

EXPLANATORY NOTE

On August 5, 2025, Black Unicorn Factory (the “Company”) filed a Registration Statement on Form S-1 (Registration No. 333-289247), which is being amended by this Amendment No. 1 to provide additional clarity and complete certain disclosures in response to SEC staff comments. This Amendment is being filed solely to update and expand the narrative description of the Company's direct listing strategy, clarify certain aspects of the business model, and revise the exhibits to improve formatting and completeness. No new securities are being registered under this Amendment.

Please do not hesitate to contact the undersigned at (310) 362-6999 or realstewmoney@gmail.com if you have any questions or require further information.

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TABLE OF CONTENTS

Page	Section
1	Cover Page
2	Calculation of Registration Fee
3	Part I - INFORMATION REQUIRED IN PROSPECTUS
3	Cover Page
4	Prospectus Summary
5	Risk Factors
6	Use of Proceeds
6	Determination of Offering Price
7	Dilution
7	Selling Securityholders
8	Plan of Distribution
8	Description of Securities to be Registered
9	Interest of Named Experts and Counsel
9	Information with Respect to the Registrant
9	Business
11	Management’s Discussion and Analysis of Financial Condition and Results of Operations
12	Properties
12	Security Ownership of Certain Beneficial Owners and Management
13	Directors and Executive Officers
13	Executive Compensation
13	Certain Relationships and Related Transactions

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14	Legal Proceedings
14	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
14	Financial Statements and Supplementary Data
18	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
18	Defaults Upon Senior Securities
18	Mine Safety Disclosure
18	Other Information
18	Disclosure of Commission Position on Indemnification for Securities Act Liabilities
19	Part II - Information Not Required in Prospectus
19	Other Expenses of Issuance and Distribution
19	Indemnification of Directors and Officers
20	Recent Sales of Unregistered Securities
20	Exhibits
20	Undertakings
21	Signatures

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PART I - INFORMATION REQUIRED IN PROSPECTUS

COVER PAGE (Page 3)

Black Unicorn Factory is filing this Registration Statement on Form S-1 in connection with a proposed direct listing of its Common Stock on the Nasdaq Capital Markets under the Market Value Listing Standard, with no capital raise intended. The company believes it may qualify for this listing standard, subject to Nasdaq and SEC review, but no assurance can be provided regarding approval. This is not an offer to sell new securities; all 77,368,436 shares have been previously sold to existing shareholders. The information in this prospectus is for Nasdaq filing purposes to inform the market and may be changed. This prospectus is included in the Registration Statement that Black Unicorn Factory has filed with the U.S. Securities and Exchange Commission (SEC).
Date: Tuesday, August 05, 2025 (12:30 PM PDT)

PROSPECTUS SUMMARY (Page 4)

Black Unicorn Factory, a California corporation founded on July 12, 2020, is working to transform the gig workers economy through its Follow Me for Equity (FMFE) app, a platform that leverages equity crowdsourcing to build a Social Media Broadcasting Network of Equity Crowdsourcers. With over 12,000 participants, a valuation of $18 billion by a nationally accredited expert, and total assets of $549,187,272.35 as of December 31, 2024, the company aims to provide liquidity for existing shareholders holding 77,368,436 shares through a proposed direct listing on Nasdaq. The company’s reach of 120 million touchpoints, scalable to 1 billion, aligns with emerging trends in equity compensation, including the Gig Worker Equity Compensation Act (H.R. 2799), recently sent to the Senate for voting on August 02, 2025. Headquartered at 5777 West Century Blvd, Suite 1125-106, Los Angeles, CA 90045, BUF seeks to redefine wealth-building through collaborative efforts.

RISK FACTORS (Page 5)

· Early-Stage Risks: As an early-stage company with a limited operating history, Black Unicorn Factory faces uncertainties in achieving sustained profitability and managing rapid growth.
· Market Volatility: A direct listing under the Nasdaq Capital Markets Market Value Listing Standard, for which the company believes it may qualify pending review, involves no underwriter to stabilize price, potentially leading to fluctuations due to limited initial trading volume and lack of a prior public market.
· Regulatory Changes: Dependence on the passage of H.R. 2799 and ongoing compliance with SEC regulations, including Rule 701, could impact operations. The company’s intent to change the gig workers economy through equity compensation introduces additional regulatory uncertainty.
· Scalability Challenges: Expanding the Equity Crowdsourcer network to 100,000+ users may

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strain technology infrastructure, operational capacity, and financial resources.
· Going Concern Uncertainty: The 2024 audited financial statements note substantial doubt about the company’s ability to continue as a going concern without additional funding or revenue growth, as management’s plans may not fully mitigate cash flow risks.
· Reliance on Ad Revenue: The company’s revenue model depends heavily on advertising and partnerships, subject to market conditions and advertiser demand.
· Equity Dilution: Future share issuances to expand the crowdsourcer network or fund operations could dilute existing shareholders’ ownership.

USE OF PROCEEDS (Page 6)

As this is a proposed direct listing with no capital raise or new share sales, no proceeds will be generated from the registration of the 77,368,436 existing Common Stock shares. This filing is intended to provide liquidity for existing shareholders to trade shares on Nasdaq, and no funds will be allocated to the company.

DETERMINATION OF OFFERING PRICE (Page 6)

The offering price for the Common Stock in this proposed direct listing is set at $154 per share, reflecting the current valuation held by all 77,368,436 existing shareholders, as assessed by a nationally accredited expert. This valuation, totaling $18 billion, is based on the company’s asset base ($549,187,272.35 as of December 31, 2024), revenue growth, and potential reach of 1 billion touchpoints. However, the market price upon listing on Nasdaq under the symbol BLKS will be determined by supply, demand, and investor sentiment, and this filing is for informational purposes only, not an IPO or new share offering.

DILUTION (Page 7)

Since this is a proposed direct listing with no new shares issued, there will be no immediate dilution to existing shareholders from the registration itself. The 77,368,436 shares outstanding are fully allocated to existing shareholders. Future equity issuances to expand the Equity Crowdsourcer network or meet operational needs could dilute ownership percentages.

SELLING SECURITYHOLDERS (Page 7)

The selling securityholders include existing shareholders, notably John Stewart (11.4% ownership pre-listing, approximately 8,818,981 shares of 77,368,436 total) and other holders of the 13,100 total shareholders. These shareholders may trade up to 77,368,436 shares in the proposed direct listing. A detailed list of selling securityholders, including the number of shares each intends to sell, will be provided by amendment prior to the effective date.

PLAN OF DISTRIBUTION (Page 8)

This proposed direct listing involves the registration of 77,368,436 existing Common Stock shares for trading by current shareholders on the Nasdaq Capital Markets under the symbol

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BLKS, with no underwriter or new share sales. The company will not receive proceeds, and the trading will be facilitated through market makers or designated market participants. No commissions or fees will be paid by the company, though shareholders may incur standard brokerage fees.

DESCRIPTION OF SECURITIES TO BE REGISTERED (Page 8)

· Common Stock: Each share carries one vote per share on all matters submitted to shareholders. No dividends are currently planned, and shares rank junior to any future debt in liquidation. As of today, 77,368,436 shares are outstanding, with a fair value of $154 per share per internal valuation. All shares are registered for potential trading.
· Transfer Restrictions: Shares are subject to a one-year holding period post-issuance under Regulation CF, with transfers limited to the company, accredited investors, or registered offerings, per Rule 501.

INTEREST OF NAMED EXPERTS AND COUNSEL (Page 9)

The financial statements have been audited by Accountingexecs LLC, 311 Elm Street Ste 270, Cincinnati, OH, USA, contact Mary Williams (CPA), (774) 322-1209. Legal opinions will be provided by Hugh D. Kelso III, Esq., Managing Attorney, H.D. Kelso & Associates.

INFORMATION WITH RESPECT TO THE REGISTRANT

BUSINESS (Page 9)

Black Unicorn Factory (the "Company"), headquartered at 5777 West Century Blvd, Suite 1125-106, Los Angeles, CA 90045, is pioneering a transformation of the gig workers economy through its Follow Me for Equity (FMFE) app. Founded on July 12, 2020, the company empowers over 12,000 independent contractors—Equity Crowdsourcers—to collaborate on tasks, such as following the company across 25 social media platforms, each with an average following of 400 individuals. This generates a current reach of 120 million touchpoints, with potential to scale to 1 billion, unlocking ad revenue through targeted advertising, sponsored content, and brand collaborations. The FMFE app offers liquid equity—up to $100 per task—positioning it as a leader in equity compensation, a trend supported by the recent Senate consideration of H.R. 2799 (Gig Worker Equity Compensation Act) on August 02, 2025. With total assets of $549,187,272.35, $645 million raised in prior rounds, and 13,100 shareholders, the company’s $18 billion valuation reflects its innovative approach to empowering underserved entrepreneurs and redefining wealth-building.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Page 11)

· Overview: The company’s financials reflect revenue growth from $52,642,760.00 in 2023 to $245,317,104.20 in 2024, driven by barter and service income. Net income rose to $73,459,479.47 from $52,553,346.99, though expenses increased to $2,457,624.73. This growth stems from the Social Media Broadcasting Network’s expanding reach, with 120 million touchpoints generating ad revenue potential.
· Liquidity and Capital Resources: Cash increased to $128,314,681.63, supported by $74,878,380.38 from operations, though investing activities used $23,901,236.00. The company relies on existing assets and equity, with no debt, to fund its proposed direct listing under the Nasdaq Capital Markets Market Value Listing Standard, for which it believes it may qualify pending review.
· Going Concern: The 2024 audit notes substantial doubt, mitigated by management’s plan to leverage ad revenue and listing liquidity, though success is not assured.
· Trends: Growth in Equity Crowdsourcers and touchpoints suggests potential, but scalability costs remain a risk. The company aims to influence the gig workers economy, with equity compensation gaining traction, notably through H.R. 2799’s recent Senate consideration, which could enhance flexibility under Rule 701 if enacted.

PROPERTIES (Page 12)

The company operates from its headquarters at 5777 West Century Blvd, Suite 1125-106, Los Angeles, CA 90045, under a lease agreement. No other significant properties are owned or leased.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (Page 12)

· John Stewart: 11.4% (8,818,981 shares of 77,368,436 total).
· Other Shareholders: 13,100 total, with no other individual exceeding 5%.

DIRECTORS AND EXECUTIVE OFFICERS (Page 13)

· John Stewart: CEO and Chairman since 2020, with 30+ years of entrepreneurial experience in technology and capital markets.

EXECUTIVE COMPENSATION (Page 13)

No formal compensation is paid to John Stewart, who serves voluntarily, dedicating 90% of his time. Future plans may include equity-based incentives.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Page 13)

No material related-party transactions beyond owner adjustments ($93,582.46 in 2024).

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LEGAL PROCEEDINGS (Page 14)

No pending or threatened litigation.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (Page 14)

No public market exists; the proposed direct listing will establish the initial price under the symbol BLKS, with a reference valuation of $154 per share. No dividends are planned.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Page 14)

· Balance Sheet (Audited, December 31, 2024)
· Total Assets: $549,187,272.35
· Current Assets: $350,665.47 (Bank Accounts), $398,775.88 (Accounts Receivable), $548,438,831.00 (Other Current Assets including $129,726,585.00 in Barter Dollars and $167,706,000.00 in Prepaid Expense)
· Total Liabilities: $153,796.00
· Total Equity: $549,033,476.35 (Additional Paid-In Capital $420,402,875.00, Retained Earnings $54,008,748.99, Net Income $73,459,479.47)
· Statement of Income (Audited, December 31, 2024)
· Total Income: $245,317,104.20 (Barter Revenue $169,400,000.00, Services Revenue $75,917,104.20)
· Total Expenses: $2,457,624.73
· Net Income: $73,459,479.47
· Cash Flow Statement (Audited, December 31, 2024)
· Net Cash Provided by Operating Activities: $74,878,380.38
· Net Cash Used in Investing Activities: -$23,901,236.00
· Net Cash Provided by Financing Activities: $24,140,425.55
· Net Cash Increase: $75,117,569.93
· Ending Cash Balance: $128,314,681.63
· Notes to Financial Statements (Audited, December 31, 2024)
· Overview: Focuses on empowering underserved entrepreneurs with a pre-IPO program, using GAAP for small- and medium-sized entities.
· Going Concern: Management believes the company can continue operations, though substantial doubt remains without additional funding.
· Significant Policies: Includes cash management, revenue recognition (barter and services), and treatment of Barter Dollars as non-cash assets.
· Shareholder Equity: Reflects 77,368,436 shares, all Restricted under SEC Rule 144, with a fair value of $154 per share.
· Auditor: Accountingexecs LLC, 311 Elm Street Ste 270, Cincinnati, OH, USA, contact Mary Williams (CPA), (774) 322-1209.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE (Page 18)

None.

DEFAULTS UPON SENIOR SECURITIES (Page 18)

None, as no senior securities exist.

MINE SAFETY DISCLOSURE (Page 18)

Not applicable.

OTHER INFORMATION (Page 18)

No additional material information.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES (Page 18)

The company may indemnify directors and officers under California law for expenses like attorney’s fees, unless gross negligence or willful misconduct is found, subject to court approval.

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (Page 19)

· Legal Fees: $75,000
· Accounting Fees: $35,000
· NASDAQ Listing Fees: $80,000
· Miscellaneous: $25,000
· Total: $215,000

INDEMNIFICATION OF DIRECTORS AND OFFICERS (Page 19)

Indemnification is authorized under California law for directors and officers against expenses, judgments, and fines, unless gross negligence or willful misconduct is adjudged, per a court of competent jurisdiction.

RECENT SALES OF UNREGISTERED SECURITIES (Page 20)

· 2020-2021: 45,579,176 shares issued to initial investors.
· 2022-2024: 7,098,998 shares via Transfer Online.
· 2024: 12,100 shares via Follow Me for Equity App.
· 2025: 77,368,436 shares confirmed with Colonial.
All exempt under Rule 701 or Regulation CF.

EXHIBITS (Page 20)

· Exhibit 3.1: Articles of Incorporation
· Exhibit 3.2: Bylaws
· Exhibit 4.1: Specimen common stock certificate
· Exhibit 5.1: Legal opinion re: legality of the shares
· Exhibit 23.1: Audited Financial statements 2023
  Exhibit 23.2: Audited Financial statements 2024
· Exhibit 107: Ex-Filing Fees

UNDERTAKINGS (Page 20)

The undersigned registrant undertakes to:
· File any required post-effective amendments.
· Provide updated information to the SEC as needed.
· Respond to SEC requests for additional information.

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SIGNATURES (Page 21)

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 05, 2025.

Black Unicorn Factory
By: /s/ John Stewart
John Stewart
CEO

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

/s/ John Stewart
John Stewart
CEO and Director
Date: August 05, 2025

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EX-3.1

 

 

EX-3.2

ARTICLE I: OFFICES

AMENDED AND RESTATED BYLAWS OF

BLACK UNICORN FACTORY INC.

1.1Registered Office: The registered office and registered agent shall be as set forth in the Articles of Incorporation or as otherwise designated by the Board of Directors in compliance with applicable law. 

1.2Other Offices: The Corporation may maintain offices and places of business at such locations as the Board may determine. 

ARTICLE II: SHAREHOLDER MEETINGS

2.1Annual Meetings: Shall be held on the first Saturday of May each year, or such other time as the Board determines. Business includes election of directors and other corporate matters. 

2.2Special Meetings: May be called by the President, the Board, or holders of 20% or more of voting shares. 

2.3Notice: Written notice must be delivered at least 10 and no more than 50 days in advance. 

2.4Quorum: A majority of shares entitled to vote, present in person or by proxy, constitutes a quorum. 

2.5Voting: Shareholders may vote in person or by written proxy. All actions require a majority unless otherwise specified by law or these Bylaws. 

2.6Record Date: Set by the Board, no more than 50 and no less than 10 days before a meeting. 

ARTICLE III: STOCK

3.1Certificates and Book-Entry: Stock may be certificated or uncertificated. Transfer is valid only when recorded in corporate records. 

3.2Transfer Agent: The Board shall appoint a registered transfer agent (e.g., Colonial Stock Transfer Co.). 

3.3Lost Certificates: May be replaced upon satisfactory evidence and indemnity. 

3.4Fractional Shares: May be issued or handled as determined by the Board. 

ARTICLE IV: BOARD OF DIRECTORS

4.1Powers: The Board manages all corporate affairs. 

4.2Number and Qualifications: The Board shall consist of no fewer than three (3) and no more than seven (7) directors. Directors are not required to be shareholders. 

4.3Committees: As required by NASDAQ Rule 5605, the Board shall maintain: - An Audit Committee composed entirely of independent directors - A Compensation Committee composed entirely of independent directors - A Nominating and Governance Committee composed of a majority of independent directors 

4.4Meetings: May be held at any location or virtually, with or without notice. 

4.5Quorum and Voting: A majority of directors constitutes a quorum. Majority vote of present directors is required for actions. 

4.6Written Consent and Telephonic Meetings: Permitted for Board actions. 

4.7Vacancies: May be filled by majority of remaining directors. 

4.8Remuneration: Compensation may be established by Board resolution. 

ARTICLE V: OFFICERS

5.1Titles: Shall include at minimum: Chief Executive Officer, President, Secretary, and Treasurer. 

5.2Election and Term: Officers are elected by the Board and serve at its discretion. 

5.3Duties: - CEO: Overall leadership and strategic direction - President: Operational management and board liaison - Secretary: Maintains corporate records, minutes, and notices - Treasurer: Manages financial accounts and reporting 

5.4Delegation: Board may delegate officer duties as needed. 

5.5Removal and Vacancies: Officers may be removed by Board at any time with or without cause. 

ARTICLE VI: STOCK ISSUANCE AUTHORITY

6.1Issuance of Stock: Must be authorized by Board resolution. 

6.2FMFE and Bartered Equity Programs: Equity may be issued for services or task-based contributions under Rule 701 or other applicable exemptions, subject to Board approval. 

6.3Transfer Restrictions: Shares may be subject to lock-up agreements, vesting schedules, and other Board-imposed conditions. 

ARTICLE VII: INDEMNIFICATION

7.1 The Corporation shall indemnify directors, officers, and agents to the fullest extent permitted by law.

ARTICLE VIII: MISCELLANEOUS

8.1Fiscal Year: The fiscal year shall be determined by the Board. 

8.2Corporate Seal: The use of a corporate seal is optional. 

8.3Books and Records: Must be maintained as required by law, available for inspection. 

ARTICLE IX: AMENDMENTS

9.1 These Bylaws may be amended by: - Majority vote of shareholders entitled to vote, or - Majority of the full Board of Directors, unless shareholder approval is required by law or Articles of Incorporation.

CERTIFICATION

These Amended and Restated Bylaws were adopted by the Board of Directors of Black Unicorn Factory Inc. on November 11, 2024.

Below are the authorized digital signature placeholders for official filing:

/s/ Johnny Stewart Johnny Stewart Chairman & CEO

/s/ Terrence Stephens Terrence Stephens Director

/s/ Brent Davis

Brent Davis

Director

EX-4.1

 

EX-5.1

 

APRIL 7, 2025

To Whom It May Concern:

We have been engaged as legal counsel for Black Unicorn Factory, Inc., a California corporation ("the Company"), for the purpose of rendering this legal opinion concerning its status as a public reporting company and its general corporate and regulatory compliance.

Based upon our review of documents provided, including the Company’s most recent audited financial statements for the fiscal years ending 2021 through 2024, SEC filings, company valuation report,, and  representations  made  by  the  Company,  and subject to the limitations and qualifications stated below, we are of the opinion that:

1.Public Reporting Status 

Black Unicorn Factory, Inc. has duly filed a registration statement with the U.S. Securities and Exchange Commission ("SEC") pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended. Specifically, the Company filed Form 8-A on 11/15/2024 , which became effective upon filing, thereby registering its common stock and subjecting    the Company to ongoing reporting requirements under the Exchange Act.

2.SEC Reporting and Financial Compliance 

As of the date of this letter, the Company is subject to Exchange Act reporting requirements. Audited financial statements for fiscal years 2021, 2022, 2023, and 2024 have been prepared by a registered CPA in accordance with GAAP. The Company’s financial records reflect:

○Total revenue in 2023: $52.6 million 

○Total revenue in 2024: $245.3 million 

○Net income in 2024: $73.46 million 

○Shareholder equity in 2024: $549 million 

3.Audited Financials 

The Company’s financial statements for fiscal years ending 2021 through 2024 have been reviewed or audited by aPCAOB-compliant accounting firm. These audits reflect the Company’s financial health, proper accounting procedures, and ongoing compliance with generally accepted accounting principles (GAAP).

4.Verified Valuation and Cap Table 

As reflected in the audited 2024 financial statement:

○The Company reports more than 11,000 equity holders. 

○The Company’s market capitalization exceeds $500 million. 

○Its stock structure, including paid-in capital, retained earnings, and net income, is accurately reflected and reconciled in its share register. 

○The per-share valuation is supported by audited financial performance and current cap table structure. 

5.NASDAQ Compliance 

Based on the audited financial data and shareholder metrics, the Company believes it meets or exceeds the following initial listing requirements for the Nasdaq Capital Market:

○Public Shareholders: Over 11,000 (minimum requirement: 300) 

○Market Capitalization: Over $500 million (minimum requirement: $40 million) 

○Revenue Requirement: Over $75 million in revenue (minimum requirement: $750,000) 

Although final determination remains subject to Nasdaq's formal review process, the Company maintains that it is in material compliance and fully expects to satisfy the remaining criteria upon official submission.

6.Corporate Good Standing 

Black Unicorn Factory, Inc. is a corporation duly incorporated under the laws of California and is in good standing with applicable state and federal regulatory agencies. The Company has maintained proper state compliance and annual filings as of the date of this opinion.

This opinion is rendered solely for the benefit of any interested party, investor, financial institution, or regulatory agency evaluating the status of Black Unicorn Factory, Inc. It may not be relied upon by any other party without prior written consent. This opinion is based on the information provided as well as information available to the public and based on current laws as of the date hereof and assumes no obligation to update due to subsequent legal or factual developments.

Sincerely,

Lewis Mao, Attorney-at-Law State Bar No. 24138685 Managing Member

LMAO LEGAL SERVICES PLLC

(281) 615-7183 Mobile

EX-23.1

 

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Table of Contents

Certified Public Accountants Review Report	3
Balance Sheet	4
Statement of Income	5
Cash Flow	6
Notes to Financial Statements	7-8

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Certified Public Accountants Review Report

To: Management

BLACK UNICORN FACTORY

We have reviewed the accompanying financial statements of Black Unicorn Factory, which comprise the balance sheet as of December 31, 2023, and the related statements of income, statement of equity, and cash flows for the period then ended, and the related notes to the financial statements. A review includes primarily applying analytical procedures to management's financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error.

Accountant's Responsibility

Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion.

We are required to be independent of Black Unicorn Factory and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our review.

Accountant's Conclusion

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in accordance with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in the Notes to the financial statements, the Company's present financial situation raises substantial doubt about its ability to continue as a going concern.

Management's plans regarding this matter are also described in the Notes. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Union, KY March 7, 2025

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BLACK UNICORN FACTORY

Balance Sheet (Audited) As of December 31, 2023

	TOTAL
ASSETS
Current Assets
Bank Accounts
BARTER BANK	54,703,610.00
BUF Varo Account	0.00
BUF Wells Fargo - 3463	0.00
Cash at Banks	243,121.00
Total Bank Accounts	$54,946,731.00
Accounts Receivable
Accounts Receivable (A/R)	292,414.00
Total Accounts Receivable	$292,414.00
Other Current Assets
Available for Sale - Investments	418,847,450.00
Intellectual property (Trade Mark)	4,459.00
Property Plant and Equipment – Net	7,947.00
Related Parties Receivables	1,545,390.00
Total Other Current Assets	$420,405,246.00
Total Current Assets	$475,644,391.00
TOTAL ASSETS	$475,644,391.00
LIABILITIES AND EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable (A/P)	127,245.00
Total Accounts Payable	$127,245.00
Other Current Liabilities
California Department of Tax and Fee Administration Payable	0.00
Other Liabilities - Unearned Revenues	26,551.00
Total Other Current Liabilities	$26,551.00
Total Current Liabilities	$153,796.00
Total Liabilities	$153,796.00
Equity
Additional Paid-In Capital	420,402,875.00
Opening Balance Equity	1,000,000.00
Owner's Investment	1,088.00
Owner's Pay & Personal Expenses	10,180.58
Personal Saving Account	67,702.43
Retained Earnings	1,455,402.00
Net Income	52,553,346.99
Total Equity	$475,490,595.00
TOTAL LIABILITIES AND EQUITY	$475,644,391.00

4

BLACK UNICORN FACTORY

Statement of Income (Audited) As of December 31, 2023

	TOTAL
Income
Services Revenue	52,642,760.00
Total Income	$52,642,760.00
GROSS PROFIT	$52,642,760.00
Expenses
Bank Charges & Fees	687.59
Car & Truck	2,869.94
Depreciation Expense	4,492.00
General and Administrative Expenses	7,180.00
Insurance	3,336.97
Legal & Professional Services	1,324.41
Meals & Entertainment	18,106.31
Office Supplies & Material	1,214.47
Office Supplies & Software	5,774.68
Personal Expenses	23,766.35
Salaries and Wages	3,545.40
Storage Charges	2,957.90
Taxes & Licenses	267.17
Travel	4,219.27
Utilities	9,670.55
Total Expenses	$89,413.01
NET OPERATING INCOME	$52,553,346.99
NET INCOME	$52,553,346.99

5

BLACK UNICORN FACTORY

Cash Flow Statement (Audited) As of December 31, 2023

Description (To be Updated Only )	Amount (USD)
Cash Flows from Operating Activities
Net Income	$73,459,479.47
Adjustments for Non‑Cash Items (Depreciation, etc.)	$0.00
Changes in Working Capital	$0.00
Net Cash Provided by Operating Activities	$73,459,479.47
Cash Flows from Investing Activities
Purchase/Sale of Investments, PP&E, etc.	$0.00
Net Cash Used in Investing Activities	$0.00
Cash Flows from Financing Activities
Proceeds from Equity/Debt, Dividend Payments, etc.	$0.00
Net Cash Provided by (Used in) Financing Activities	$0.00
Net Increase in Cash	$73,459,479.47
Beginning Cash Balance	$56,617,771.00
Ending Cash Balance	$130,077,250.47

6

Notes to Financial Statements (Audited) As of December 31, 2023

1.Overview and Basis of Presentation 

Description of Business and Basis of Presentation

At The Black Unicorn Factory (BUF), we’re a pre-IPO program dedicated to serving underserved communities overlooked by traditional venture capital. We focus on closing the funding gap for businesses owned by people of color and women—groups that receive funding from only 1% of VC sources. BUF offers an inclusive alternative for socio- economically disadvantaged entrepreneurs by bypassing discriminatory practices and providing the necessary support and resources. Our mission is to empower these underrepresented entrepreneurs to access capital for growth, drive diversity and economic empowerment, and ultimately build a more equitable, prosperous society.

These financial statements have been prepared in accordance with Generally Accepted Accounting Principles (GAAP) issued by the American Institute of Certified Public Accountants, which is a special purpose framework and not U.S. generally accepted accounting principles (U.S. GAAP). The accounting principles that compose the framework are appropriate for the preparation and presentation of small- and medium-sized entity financial statements, based on the needs of the financial statement users and cost and benefit considerations.

Use of Estimates

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts. Areas involving significant estimates include the allowance for doubtful accounts, depreciation of property and equipment, and the valuation of deferred revenue. Actual results may differ from these estimates, and adjustments will be made as new information becomes available.

Risk and Uncertainties

The Company operates in an environment of inherent risks, including market volatility, credit risk, and uncertainties in economic conditions. While management has implemented risk management strategies and controls, actual outcomes may differ from expectations due to factors beyond management’s control. These uncertainties may impact asset valuations, revenue recognition, and future cash flows.

Going Concern

Management has evaluated the Company’s ability to continue as a going concern and has concluded that, based on current operations, financial resources, and economic conditions, the Company will be able to meet its obligations for the foreseeable future. The financial statements have been prepared on a going concern basis in accordance with California generally accepted accounting principles.

2.Summary of Significant Accounting Policies 

Cash

Cash balances include funds in multiple bank accounts, notably the BARTER BANK and other related accounts. Cash is managed to ensure liquidity for operational needs and is reconciled on a monthly basis. The Company’s internal controls over cash management are designed to safeguard these resources.

Accounts Receivable

Accounts Receivable are recorded at their net realizable value. The Company periodically reviews the collectability of receivables and establishes an allowance for doubtful accounts when necessary. Credit risk is monitored through regular assessments and diversified customer exposures to minimize potential losses.

Management Purposes Only 7

Internal Use Software

Expenditures incurred for the development of software for internal use are capitalized and amortized over their estimated useful lives. Subsequent maintenance and enhancement costs are evaluated to determine if they should be capitalized or expensed in the period incurred.

Property and Equipment

Property, plant, and equipment are recorded at cost, less accumulated depreciation and impairment losses. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Periodic assessments are made to determine if any asset impairment indicators exist.

Revenue Recognition

Revenue is recognized when control of goods or services is transferred to customers. The Company applies a systematic approach to allocate revenue based on the transfer of promised goods or services, ensuring that revenue is recorded in the period the performance obligations are satisfied.

Performance Obligations

The Company identifies performance obligations based on contractual arrangements with customers. Revenue is allocated to each performance obligation based on the relative stand-alone selling prices. Revenue is recognized either over time or at a point in time, depending on the nature of the obligation.

Deferred Revenue

Deferred revenue represents advance payments received from customers for services or goods that have not yet been delivered. This liability is recognized on the balance sheet until the related performance obligations are met, at which point revenue is recognized in the income statement.

Cost of Revenue

Cost of revenue includes direct costs incurred in providing goods and services, such as direct labor, materials, and allocated overhead. These costs are recorded on an accrual basis and matched against the related revenue in the period in which the goods or services are provided.

Income Taxes

Income taxes are accounted for using the asset and liability method. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. Current tax expense is recorded based on taxable income for the period.

Advertising

Advertising expenses are recorded as incurred. These expenses include costs related to promotional materials, media placements, and other marketing initiatives. Advertising expenditures are monitored to ensure they remain within budget and are aligned with strategic objectives.

Concentrations of Credit Risk and Significant Customers

The Company’s credit risk is managed through diversified customer exposures. While a significant portion of receivables may be concentrated among a limited number of customers, strict credit policies and, where applicable, credit insurance, mitigate the risk of significant customer defaults. Detailed analyses of significant customers are performed regularly.

Subsequent Events

Management continuously monitors events occurring after the balance sheet date that could have a material impact on the financial statements. As of the date of issuance, no subsequent events have been identified that require adjustment or disclosure beyond what has been presented.

Management Purposes Only 8

2.Shareholder Equity 

Overview

Shareholder equity represents the residual interest in the assets of the Company after deducting liabilities. It is composed of several components, including share capital, additional paid-in capital, retained earnings, and other equity adjustments. The consolidated shareholder equity as of December 31, 2023, is $475,490,595. This note provides a detailed breakdown of the elements of shareholder equity, the changes during the period, and the related accounting policies.

Components of Shareholder Equity

·Share Capital: 

The Company’s share capital includes the opening balance as of January 1, 2023, of 52,678,178 shares, classified into Restricted (Gig Workers), Rest Controls, and Free Trading categories, along with additional issuances during 2023 totaling 25,093 shares at a per share value of $154. Details of the share capital breakdown are provided in this Note (Share Capital Details).

·Additional Paid-In Capital (APIC): 

Amounting to $420,402,875, APIC represents the excess of the proceeds received from the issuance of shares over their par value. This balance reflects both the initial contributions and any additional capital injections.

·Opening Balance Equity: 

The opening balance equity, recorded at $1,000,000, reflects the initial capitalization of the Company and forms part of the overall equity structure.

·Owner’s Investment, Owner’s Pay & Personal Expenses, and Personal Saving Account: 

These components, although smaller in magnitude, represent additional funds provided by the owners and adjustments for personal and operating expenditures. They are recorded as $1,088.00, $10,180.58, and $67,702.43, respectively.

·Retained Earnings: 

Retained earnings of $1,455,402 represent the accumulated profits that have not been distributed as dividends and have been reinvested in the Company.

·Net Income: 

The net income for the period, totaling $52,553,346.99, has been added to the equity, reflecting the profitability of the Company over the reporting period.

Changes in Shareholder Equity during the Period

During the year, the following changes occurred in shareholder equity:

·The issuance of 25,093 new shares at $154 per share increased both share capital and additional paid-in capital. 

·Net income of $52,553,346.99 contributed to the increase in retained earnings. 

·Adjustments for owner-related transactions (investments, pay, and personal expenses) have been recorded accordingly. 

·The opening balance equity from January 1, 2023, continues to be carried forward. 

Management has reconciled the detailed share capital transactions and equity adjustments with the balances reported in the audited financial statements, ensuring that all components are accurately recorded in accordance with California accounting standards.

Accounting Policies and Disclosures

·Measurement and Recognition: 

All equity transactions are recorded at fair value upon issuance. Subsequent changes in equity are recognized in accordance with generally accepted accounting principles (GAAP) as applied in California.

Management Purposes Only 9

·Use of Estimates: 

The preparation of shareholder equity balances requires management to make estimates, particularly for items such as the valuation of share-based payments or adjustments related to owner transactions.

·Internal Controls: 

Robust internal controls are in place to ensure the accurate recording and reporting of all equity transactions, including periodic reconciliation of the share register with the financial records.

·Disclosures: 

Detailed information on the classification of share capital (i.e., Restricted, Rest Controls, and Free Trading) is maintained in the Company’s share register. These disclosures ensure transparency regarding the rights, preferences, and restrictions associated with each class of shares.

Conclusion

The Company’s shareholder equity reflects a strong capitalization position that supports its strategic objectives and growth initiatives. The components and changes in equity have been prepared with adherence to California GAAP, and all significant equity transactions are supported by detailed documentation, including the share register and relevant board resolutions.

Management Purposes Only 10

Black Unicorn Factory 5777 West Century Blvd Suite 1125-106

Los Angeles, CA 90045 310-362-6999

info@blackunicornfactory.com EIN: 85-2000692

Name of Agency Auditing Firm: Accountingexecs LLC (3003) Contact Person Name and Title: Mary Williams (CPA) Telephone #: (774) 322-1209

Email Address: maryanjoy26@gmail.com Headquater: 311 Elm Street Ste 270 Cincinnati, OH

USA

Management Purposes Only 11

EX-23.2

 

1

Table of Contents

Certified Public Accountants Review Report	3
Balance Sheet…	4-5
Statement of Income	6
Cash Flow	7
Notes to Financial Statements	8-11

2

EX-FILING FEES

Ex-Filing Fees

S-8

Black Unicorn Factory

Filing Fee Exhibit

Security Type	Title of Each Class	Amount Being Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Fee Rate	Registration Fee
Equity	Common Stock	1	0.00	0.00	0.00014760	0.00

XML

Document and Entity Information	Dec. 31, 2024
Details
Registrant CIK	0001822415
Document Type	S-1/A
Entity Registrant Name	Black Unicorn Factory
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	85-2000692
Entity Address, Address Line One	5777 West Century Blvd
Entity Address, Address Line Two	Suite 1125-106
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90045
City Area Code	310
Local Phone Number	362-6999
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Description	On August 5, 2025, Black Unicorn Factory (the “Company”) filed a Registration Statement on Form S-1 (Registration No. 333-289247), which is being amended by this Amendment No. 1 to provide additional clarity and complete certain disclosures in response to SEC staff comments. This Amendment is being filed solely to update and expand the narrative description of the Company's direct listing strategy, clarify certain aspects of the business model, and revise the exhibits to improve formatting and completeness. No new securities are being registered under this Amendment.
Amendment Flag	true