Form C: Issuer Information

Issuer Information

Name of Issuer:

Sun & Swell Inc.

Check box if Amendment is material and investors will have five business days to reconfirm

Describe the Nature of the Amendment:

Lowered campaign maximum to $300k, updating Lead Investor quote

Legal Status of Issuer:

Form:

Corporation

Jurisdiction of Incorporation/Organization:

CALIFORNIA

Date of Incorporation/Organization:

04-19-2018

Physical Address of Issuer:

Address 1:

126 East Haley Street

Address 2:

Suite A-2

City:

Santa Barbara

State/Country:

CALIFORNIA

Mailing Zip/Postal Code:

93109

Website of Issuer:

http://www.sunandswellfoods.com

Is there a Co-issuer?

Yes

If yes, specify the following for the Co-issuer:

EDGAR Filer?

CIK of Co-issuer:

Name of Co-issuer:

Sun & Swell II, a series of Wefunder SPV, LLC

Legal Status of Co-issuer:

Form:

Limited Liability Company

Jurisdiction of Incorporation/Organization:

DELAWARE

Date of Incorporation/Organization:

08-02-2023

Physical Address of Co-issuer:

Address 1:

4104 24TH ST

Address 2:

PMB 8113

City:

San Francisco

State/Country:

CALIFORNIA

Mailing Zip/Postal Code:

94114

Website of Co-issuer:

https://wefunder.com/

EDGAR Filer?

CIK of Co-issuer:

Name of Co-issuer:

Sun & Swell II EB, a series of Wefunder SPV, LLC

Legal Status of Co-issuer:

Form:

Limited Liability Company

Jurisdiction of Incorporation/Organization:

DELAWARE

Date of Incorporation/Organization:

08-02-2023

Physical Address of Co-issuer:

Address 1:

4104 24TH ST

Address 2:

PMB 8113

City:

San Francisco

State/Country:

CALIFORNIA

Mailing Zip/Postal Code:

94114

Website of Co-issuer:

https://wefunder.com/

Intermediary through which the Offering will be Conducted:

CIK:

0001670254

Company Name:

Wefunder Portal LLC

Commission File Number:

007-00033

CRD Number:

283503

Form C: Offering Information

Offering Information

Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the offering, including the amount of referral and any other fees associated with the offering:

6.5% of the offering amount upon a successful fundraise, and be entitled to reimbursement for out-of-pocket third party expenses it pays or incurs on behalf of the Issuer in connection with the offering.

Any other financial interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest:

Type of Security Offered:

Preferred Stock

Specify:

Target Number of Securities to be Offered:

58824

Price:

1.80000

Price (or Method for Determining Price):

Dividing pre-money valuation $18,000,000.00 (or $17,000,000.00 for investors in the first $150,001.20) by number of shares outstanding on fully diluted basis.

Target Offering Amount:

100000.80

Maximum Offering Amount (if different from Target Offering Amount):

300000.60

Oversubscriptions Accepted:

Yes

If yes, disclose how oversubscriptions will be allocated:

Other

Provide a description:

As determined by the issuer

Deadline to reach the Target Offering Amount:

04-29-2024

NOTE: If the sum of the investment commitments does not equal or exceed the target offering amount at the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.

Form C: Annual Report Disclosure Requirements

Annual Report Disclosure Requirements

Current Number of Employees:

Total Assets Most Recent Fiscal Year-end:

557033.00

Total Assets Prior Fiscal Year-end:

749087.00

Cash and Cash Equivalents Most Recent Fiscal Year-end:

152464.00

Cash and Cash Equivalents Prior Fiscal Year-end:

397656.00

Accounts Receivable Most Recent Fiscal Year-end:

2874.00

Accounts Receivable Prior Fiscal Year-end:

8825.00

Short-term Debt Most Recent Fiscal Year-end:

268794.00

Short-term Debt Prior Fiscal Year-end:

191638.00

Long-term Debt Most Recent Fiscal Year-end:

360364.00

Long-term Debt Prior Fiscal Year-end:

379641.00

Revenue/Sales Most Recent Fiscal Year-end:

950562.00

Revenue/Sales Prior Fiscal Year-end:

670875.00

Cost of Goods Sold Most Recent Fiscal Year-end:

545674.00

Cost of Goods Sold Prior Fiscal Year-end:

306646.00

Taxes Paid Most Recent Fiscal Year-end:

0.00

Taxes Paid Prior Fiscal Year-end:

0.00

Net Income Most Recent Fiscal Year-end:

-612237.00

Net Income Prior Fiscal Year-end:

-551735.00