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13 DAYS LEFT

INVEST IN WHOOSHH INNOVATIONS INC. TODAY!


A CLIMATE CHANGE SOLUTION FOR THE PLANET

Enabling fish to safely glide past barriers while producing more hydropower
flow.



Invest Now
This Reg CF offering is made available through StartEngine Capital, LLC. This
investment is speculative, illiquid, and involves a high degree of risk,
including the possible loss of your entire investment.

$277,599.65 RAISED

OverviewAboutTermsPress & UpdatesRewardsDiscussionInvesting FAQs


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REASONS TO INVEST

 * Capitalization: We have previously raised a total of $26.4 million through
   grants, founders, and private accredited investors. We also have over 1000
   new investors from our first CF round, and recently secured a $1 million line
   of credit for project financing of our government contracts. 




 * Emerging Growth Stage: We have established commercial sales in the U.S.,
   Canada, and the EU and have grown by 157% in the last year. We have a
   business model that includes multi-year recurring revenue. 




 * Economic Moat: Whooshh offers up to 80% cost reduction over traditional
   competing solutions. We have achieved regulatory acceptance in key markets
   with 20 independent studies over 7 years,  and have 50 patents granted to
   date in developed markets (source).
   




 * Market: Our estimated Total Addressable Market is $1.25 Trillion; as there
   are over 1 million dams and barriers worldwide, most of which lack any fish
   passage, much less capable of sorting out invasive fish species. Hydropower
   remains the world’s largest renewable energy source.






*The market calculations above are calculations from internal research - source







We raised over $1.4M in our first Regulation CF offering, which closed earlier
this year. With the passage of the 1+ trillion dollar Infrastructure package in
the spring and the 1+trillion dollar Inflation Reduction Act this summer,
federal money is now reaching renewable energy projects, including environmental
improvement projects such as fish passage at dams. We now have an urgent need to
expand our sales and marketing teams and grow our operations. Since we filed our
last funding round, we have been busy executing on our strategic plans.










We believe the funds we raise in this round will help us tackle a few key
initiatives that will drive our success in 2023 and beyond. Objectives include:
launching a state-supported initiative to deliver multiple Passage Portal
systems in six key Washington state watersheds; delivering a complete Guardian
system to tackle the invasive carp problem in the midwest; and hiring more top
talent to accelerate our growth.






OUR MISSIOn





SAVE -  FEED - GROW

At Whooshh, our guiding principles are simple.




SAVE the fish: We deploy novel products designed and developed to improve fish
welfare, fish passage and spawning success.

FEED the planet: Fish provide critical nutrients for the planet’s ecosystems and
are the number one protein for the people on it.

GROW clean energy: By enabling more efficient use of our water resources, we
enable the growth of clean renewable energy.




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Traction





OUR PROGRESS HAS CREATED A FORMIDABLE FOUNDATION FOR OUR FUTURE GROWTH






THE PROBLEM





HYDROPOWER IS NEEDED TO MEET WORLD WIDE PUBLIC POLICY CLEAN ENERGY GOALS AND
COMBAT CLIMATE CHANGE




Supporting native fish populations is more critical now than ever. Native fish
are an integral part of their habitats and ecosystems - playing an important
role in nutrient cycles, and a crucial part of the food web (source).




Many anadromous fish like salmon, eel, and shad migrate thousands of miles to
reach their native rivers and freshwater spawning grounds each year (source,
source).




Now, faced with growing challenges such as climate change, inaccessible
habitats, and invasive species, we've found that this crucial migration is
becoming increasingly difficult.









There is an urgent need for safe, effective fish passage without also enabling
access for invasive fish species that can out-compete native fish species.










Our Technology Solutions





SAFE FISH PASSAGE, NO MATTER THE ENVIRONMENT






“ The fish pass through without so much as a scratch. Also, you won’t have to
divert water, as you do in a ladder system. Out here, the economy is all about
agriculture, and water is gold. That’s what makes Whooshh such a great
concept.”  Mark Johnston – Yakama Nation Fisheries Biologist




We believe that supporting renewable energy is an important part of the fight
against climate change, and an essential component of caring for our planet
earth (source).




Hydropower is the largest producer of renewable energy in the world - so we
developed a better way for hydropower and healthy native fish populations to
coexist and grow (source).




Our goal is to restore native fish species to their historical numbers to feed
the planet and the people on it - while simultaneously enabling
hydropower producers a more efficient use of the shared water resources.






Our Passage Portal™ products permit fish to swim in on their own, and the
automated FishL Recognition™ system selectively sorts the fish before they glide
through our Migrator™ tubes, regardless of geography, height of obstacle, water
temperatures or changing water levels,  …. all in less than a minute.




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We have integrated scanning, sorting and invasive species removal features in
order to enable selective fish passage. This way, we never stop collecting
images and data and learning about the local habitat - and the fish who call it
home.




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Here's how it works: Fish swim in on their own, have their picture taken using
our FishL Recognition™ scanner to determine among other factors, species and
size. It can perform selective fish passage, ensuring only native fish swim
through a fishway upstream or downstream, and it can remove unwanted or invasive
species.




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The maximum capacity of one Passage Portal™ is 40 fish per minute or 57,600 fish
per day, more than many rivers see in an entire year. In short, we enable fish
to easily transport themselves over barriers without stress or injury, all in a
flexible, misted, temperature-controlled Migrator tube. Fish float over land or
infrastructure barriers from point A to Point B in seconds, without requiring
huge amounts of water and power as is often required for traditional systems.




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OUR BUsiness





FROM 2021 TO 2022, OUR REVENUE GREW BY 157% 




We began generating significant revenue in 2020 after completing our R&D on our
first generation Passage Portal™.  That year we achieved a net profit for the
first time. We recognized  $5.6 million in revenue, with an EBIDTA of $2.82
million and a gross margin over 60%.










With Covid 19 shutdowns, project delays, and travel restrictions in 2021, our
product and service revenue was hit hard.  2022 business revenue is rebounding
and revenue in the first half of 2022, as of August is already 157% more than
the entirety of 2021 revenue. 










With the U.S. federal government's passage of the $1+Trillion dollar
infrastructure bill (source), and more recently passed Inflation Reduction Act
(which favors climate, energy, health care, and taxes and the lifting of Covid
restrictions) we expect 2023 and the next 10 years will continue to see robust
growth.






Our customers already include:




HOw We ARe transformative





OUR TECHNOLOGY CHANGES THE PUBLIC NARRATIVE ABOUT DAMS AND FISH PASSAGE WHILE
OFFERING A WIN-WIN SOLUTION







Our systems are modular, flexible, and cost a fraction of the amount required to
build and operate a custom civil engineered solution, for a better, safer,
faster, migration for native fish without spilling water.




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Our systems assist native fish to pass over dams in seconds to reclaim access to
their spawning grounds. This means fish expend far less energy, experience less
stress, and are therefore reaching cleaner, safer, water and spawning habitat,
with fewer pre-spawning mortalities.









We also do not require concrete infrastructure or any extra, unnecessary use of
water or impose a permanent environmental footprint.




Our gentle handling of fish without producing waste water, reduces injuries,
mortalities, and stress - overall improving survivability, fecundity, and
ultimately our product value.






 *Whooshh Passage Portal system
























OUr Leadership





THE TEAM BEHIND THE MISSION




Our executive leadership team are seasoned entrepreneurs, dedicated, and driven
to see the company achieve success. We come from software, hardware,
pharmaceutical, fisheries and consulting companies.  We bring PHD, MBA, LLM, JD,
CPA, ME, MD, BA, BS advanced degrees to our multidisciplinary company which we
believe provides us with an advantage.


WHOOSHH OFFICERS: 




WHOOSHH BOARD OF DIRECTORS: 












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ABOUT

HEADQUARTERS

2001 WEST GARFIELD STREET, BLDG 156
SEATTLE, WA 98119

WEBSITE

VIEW SITE




Enabling fish to safely glide past barriers while producing more hydropower
flow.




TERMS

WHOOSHH INNOVATIONS INC.

OVERVIEW

PRICE PER SHARE

$3

DEADLINE

APR 18, 2023

VALUATION

$169.18M

AMOUNT RAISED

$277,599.65

BREAKDOWN

MIN INVESTMENT

$501

MAX INVESTMENT

$3,572,322

MIN NUMBER OF SHARES OFFERED

3,333

OFFERING TYPE

EQUITY

ASSET TYPE

COMMON

SHARES OFFERED

COMMON STOCK

MAX NUMBER OF SHARES OFFERED

1,190,774

Maximum Number of Shares Offered subject to adjustment for bonus shares

SEC Recent Filing




Offering Memorandum




Financials


Most Recent Fiscal Year-End

Prior Fiscal Year-End

Total Assets

$1,900,304

$3,029,384



Cash & Cash Equivalents

$3,875

$729,529



Accounts Receivable

$208,058

$252,203



Short-Term Debt

$2,974,892

$2,085,008



Long-Term Debt

$2,707,048

$2,797,488



Revenue & Sales

$482,379

$5,607,268



Costs of Goods Sold

$112,917

$104,225



Taxes Paid

$0

$0



Net Income

-$3,708,583

$2,179,644


Risks

A crowdfunding investment involves risk. You should not invest any funds in this
offering unless you can afford to lose your entire investment. In making an
investment decision, investors must rely on their own examination of the issuer
and the terms of the offering, including the merits and risks involved. These
securities have not been recommended or approved by any federal or state
securities commission or regulatory authority. Furthermore, these authorities
have not passed upon the accuracy or adequacy of this document. The U.S.
Securities and Exchange Commission does not pass upon the merits of any
securities offered or the terms of the offering, nor does it pass upon the
accuracy or completeness of any offering document or literature. These
securities are offered under an exemption from registration; however, the U.S.
Securities and Exchange Commission has not made an independent determination
that these securities are exempt from registration.

*Maximum Number of Shares offered subject to adjustment for bonus shares. See
Bonus info below.

Investment Incentives & Bonuses*

Early Rewards

VIP’s - First 10 Days | 50% bonus shares

Influencers - Next 10 Days |35% bonus shares

Fans - Next 10 Days | 15% bonus shares

Volume Rewards

First Volume Tier – $5,000+ -- 5% bonus shares 

Second Volume Tier - $7500 - 10% bonus shares

Third Volume Tier - $10,000 - 15% bonus shares

Fourth Volume Tier - $15,000 - 20% bonus shares

Fifth Volume Tier - $20,000+ - 25% bonus 


*In order to receive perks from an investment, one must submit a single
investment in the same offering that meets the minimum perk requirement. Bonus
shares from perks will not be granted if an investor submits multiple
investments that, when combined, meet the perk requirement. All perks occur when
the offering is completed.


The 10% StartEngine Owners' Bonus

Whooshh Innovations will offer 10% additional bonus shares for all investments
that are committed by investors that are eligible for the StartEngine
Crowdfunding Inc. OWNer's bonus.

This means eligible StartEngine shareholders will receive a 10% bonus for any
shares they purchase in this offering. For example, if you buy 100 shares of
Common Stock at $3.00 / share, you will receive 110 shares of Common Stock,
meaning you'll own 110 shares for $300. Fractional shares will not be
distributed and share bonuses will be determined by rounding down to the nearest
whole share.

This 10% Bonus is only valid during the investors' eligibility period. Investors
eligible for this bonus will also have priority if they are on a waitlist to
invest and the company surpasses its maximum funding goal. They will have the
first opportunity to invest should room in the offering become available if
prior investments are canceled or fail.

Investors will receive the highest single bonus they are eligible for among the
bonuses based on the amount invested and time of offering elapsed (if any).
Eligible investors will also receive the Owner’s Bonus in addition to the
aforementioned bonus.



Irregular Use of Proceeds

The Company might incur Irregular Use of Proceeds that may include but are not
limited to the following over $10,000: Any expense labeled “Travel and
Entertainment”. Salary payments made to one’s self, a friend or relative. Vendor
payments. Inter company debt or back payments.

NEW UPDATES

04.04.23


REMINDER: ONE WEEK LEFT TO REGISTER FOR OUR Q&A WEBINAR.




Hello Whooshh Innovation Community, 




 Only 1 week left to sign up! 




Join us on April 11th at 1:30 PM PST for a live Q&A webinar.




Whooshh Innovations is pioneering environmental improvement projects like fish
passage at dams with our cutting-edge solutions for sustainable water management
and fish population restoration. Our innovative technology allows for the safe
and efficient transport of fish over obstacles such as dams and other barriers
while minimizing stress and harm to the fish.




Don't miss out on this final opportunity to learn more about Whooshh Innovations
and invest in our vision for a more sustainable future. 




Register today!




Warmly,

Vincent Bryan

04.04.23


WHOOSHH AND HINCHINBROOK ANNOUNCE A FISH INNOVATION NETWORK (FIN) AGREEMENT TO
SUPPORT AND DEVELOP AI DRIVEN FISH MONITORING SERVICES

Whooshh Innovations Inc. and Hinchinbrook Inc. announce a Fish Innovation
Network (FIN) Agreement to Support and Develop AI Driven Fish Monitoring
Services

SEATTLE, Wash. and WENATCHEE, Wash., April 4, 2023 - Whooshh Innovations Inc.
(Whooshh), a leading provider of fish passage and automated fish sorting systems
for migrating fish species, and Hinchinbrook Inc. (Hinchinbrook), a technology
innovator in the fish tagging and monitoring industry, today announced that they
have entered into a Fish Innovation Network (FIN) agreement to support, optimize
and promote each company's products and services.

Under the terms of the FIN agreement, Whooshh and Hinchinbrook will collaborate
on the optimization of fish tagging and fish recognition technologies to improve
the efficiency, efficacy, and accuracy of fish monitoring and management
throughout North America.

Whooshh fish passage and sorting systems using 4k color and infrared cameras and
AI driven “Fishl™ Recognition” algorithms, provide unparalleled resolution and
accuracy in fish identification. Hinchinbrook is an expert in fish monitoring
using highly durable customizable conventional external tags. Optimal type,
placement, color, and size of the tags, including the individualized numbering
on them, will be tested, and optimized for use with the Whooshh Fishl™
Recognition system.

"We are excited to partner with Hinchinbrook to leverage our collective
strengths and develop cutting-edge fish monitoring and management technologies,"
said Vincent Bryan III, CEO of Whooshh Innovations. "The FIN partnership aligns
with our commitment to delivering innovative solutions to support sustainable
fisheries, improved quality, more comprehensive data, and real time monitoring
capabilities for the nations fisheries managers."

Keith Van den Broek, CEO of Hinchinbrook, added, "We are thrilled to collaborate
with Whooshh and integrate our use of Hallprint tags, “the world’s best fish
tags”, with the Whooshh Fishl™ Recognition system. Together, we can deliver an
end-to-end fish monitoring and management solution that is unparalleled in the
industry."

The FIN agreement between Whooshh Innovations Inc. and Hinchinbrook Inc. signals
a new era of innovation in fish monitoring and management. This collaboration
promises to revolutionize the way we monitor and manage fish populations in our
nation’s river systems 24 x 7 x 365, allowing fisheries managers to stay one
step ahead of accelerated environmental and climate driven changes.

Media Contacts:

Whooshh Innovations Inc: 

Public Relations

Email: press@whooshh.com

whooshh.com

 

Hinchinbrook Inc: 

Public Relations

Email: info@hinchinbrookei.com

hinchinbrookei.com

04.03.23


$4M DEPARTMENT OF ENERGY GRANT

As we enter the final days of our campaign on Startengine, I want to shout as
loud as I can through our update pages why its time for our followers to jump on
board before we leave the Startengine station.  We will NOT be extending this
round.  The countdown is on.  

I also want to take a moment to acknowledge the great work the Whooshh team did
in Q1, and for setting us up for a great finish in 2023, regardless of the
economy. In a previous update in Q1, we mentioned that we had submitted seven
concept papers to the Department of Energy (DOE), and that we were encouraged by
DOE to formally apply for grant money on five of them. By March 27, we submitted
to our partners four compelling high-profile projects. The documentation
prepared and submitted totaled well over 200 pages and the grant moneys
requested, totaled the full U.S. $4M available.  

Its hard to fathom the amount of work that goes into just one federal grant
application, much less four at the same time.  It all begins with reaching out
to the stakeholders to garner their support for the project, and to assure their
commitment and the project’s success.  With four projects, this means there was
much coordination and document preparation required. The last three weeks, the
Whooshh team was putting in very long hours, even through the nights on the
weekends, to meet our goals. We celebrated on the 28th and re-lived the many
challenges overcome along the way.  

For our investors, the good news will be that grant money awarded is
non-dilutive, does not need to be paid back and should add significant value to
the Company.  Even better, these projects will go a long way toward establishing
Whooshh as having best in class products for both fish passage and invasive
species removal and should lead to more follow on sales.   Two of the projects
are in the Northwest, one in the Midwest, and another on the East Coast. We have
the U.S. covered. We have three iconic species covered. We have three major
rivers covered. When funded, each of these projects will be highly visible and
influential to public policy makers and fish passage decision makers across the
USA. It should be our tipping point! More about these projects in upcoming
updates.

Any awards we receive are expected to be announced in July 2023, and the
contracts negotiated by October 2023. All four of these projects would begin
immediately. We would also expect to build the equipment for installation within
a year of the contract(s), and provided permits are approved timely, install
each and commission them as well.

Change is happening fast.   Time is of the essence for the fish, the planet, and
your opportunity to invest.

Please help us make this a movement. You don’t want to be the last one left not
dancing.  

Sincerely,

Vince

Vincent E Bryan III, CEO

Whooshh Innovations Inc.



04.03.23


LESS THAN 2 WEEKS TO INVEST IN WHOOSHH INNOVATIONS




Hello, Whooshh Innovations Community!




We are reaching the end of the two-week window for investing in Whooshh
Innovations. Our groundbreaking innovations help salmon safely travel over dams,
while preventing  other invasive fish species, thus preserving native
populations from extinction. 




With your help, we can make an impact and save these species from extinction.
Investing in the Passage Portal is a great way to make a difference and provide
a lasting contribution to our planet. 




Visit our StartEngine raise page and join us as an early investor before it's
too late.




Warmly,

Vincent Bryan
CEO
Whooshh









PRESS

NBC NEWS

Whoosh: ‘Salmon Cannon’ Shoots Fish Upstream to Spawn

View Article


FORBES

The Salmon Cannon Is A Stroke Of Scientific And Environmental Brilliance

View Article


THE GUARDIAN

Saving Canada's wild salmon: rescuers pin hopes on fish ladder and salmon cannon

View Article


CNN

The internet is going crazy over a ‘salmon cannon’ that shoots fish over a dam

View Article


THE NEW YORK TIMES

Fish Cannons, Koi Herpes and Other Tools to Combat Invasive Carp

View Article


Show More Press

ALL UPDATES

03.31.23


EXCLUSIVE INVESTOR Q&A WEBINAR RECAP!




Hello Whooshh Innovations Community, 




We are pleased to report that our exclusive investor Q&A webinar was a hit! 




Due to popular demand and feedback, we’re excited to share our recap video of
our latest discussion with you.




Here’s what you can expect:




 * How we aim to accomplish our mission to save the fish, feed the planet,  grow
   clean energy, and heal the environment.

 * Current problems with fish passage and the compelling need for solutions.

 * Our unique business plan and the competitive advantage we have over
   traditional fish passage methods.

 * Our experienced leadership team.

 * Plans for the fund.

 * LIVE question and answer portion from our investor community.

 * Much, much more!




We can’t thank our community enough for all of the support we’ve received; the
Whooshh Innovations team is thrilled to see that our efforts are being
appreciated.




For those who couldn’t attend, we encourage you to watch our Q&A webinar recap
video to stay up to date on all of the progress we’ve been making.

If there is still anything left unanswered, please feel free to ask more
questions and contact us through our raise page. 




If you have already invested, please consider reinvesting and helping us achieve
our milestones at a more rapid pace.




As a first mover in the environmental technology industry, we need your help
revolutionizing fish passage!




Once again, the Whooshh Innovations team can’t express enough gratitude for your
constant support and belief in our mission.




Warmly,

Vincent Bryan
CEO
Whooshh







03.30.23


REMINDER! WHOOSHH HOSTS FINAL WEBINAR




Hello Whooshh Innovations Community, 




 Less than 2 weeks to sign up    




Whooshh Innovations is hosting our live Q&A webinar with Whooshh CEO Vincent
Bryan on April 11th at 1:30 PST. This is a last-chance opportunity for potential
investors to learn about our innovative technology and join our investment
campaign on StartEngine. 




During the webinar, the Whooshh Innovations team will discuss how our patented
technology changes the game in sustainable water management and fish passage.
This is your chance to get an in-depth understanding of our mission, vision, and
potential for growth.




As our campaign comes to a close, we highly encourage you to attend and learn
more about our company. With your investment, our technology can revolutionize
the environmental tech industry. 




Don't miss out on this chance to invest in a sustainable future. Sign up today!




See you there!




Warmly,

Vincent Bryan
CEO
Whooshh







03.27.23


LAST CHANCE TO INVEST IN WHOOSHH INNOVATIONS




Hello Whooshh Innovations Community,  




Be part of this unique investment opportunity that you won't want to miss.
Whooshh Innovations is a groundbreaking company in the environmental technology
industry with a crowdfunding campaign on StartEngine.




Whooshh Innovations has raised a total of $26.4 million through grants,
founders, and private accredited investors. We've established commercial sales
in the U.S. and Canada, and our technology offers up to 80% cost reduction over
traditional competing solutions. 




With over 1 million dams and barriers worldwide, Whooshh Innovations is
well-positioned for growth and is poised to disrupt an estimated Total
Addressable Market of $1.25 Trillion market.




By investing in Whooshh Innovations, you’ll join a community of 137+ investors
who believe in the company's mission and its potential for success. You’ll also
have the opportunity to support a sustainable solution for transporting fish
that is more humane, efficient, and cost-effective than traditional methods.




With just a few days left in the campaign, this could be your last chance to
invest and become part of a game-changing technology that is transforming the
way fish are transported.




Take advantage of this exciting opportunity to invest in Whooshh Innovations.
Visit our StartEngine campaign now to learn more and join the movement.




Warmly,

Vincent Bryan
CEO
Whooshh







03.24.23


WHOOSHH INNOVATIONS WEBINAR RECAP




Hello Whooshh Innovations Community, 




Whooshh Innovations has developed an innovative technology solution to a vexing
worldwide problem  . As climate change becomes increasingly pressing, producing
more clean energy from hydropower while also restoring the ecosystem is more
important than ever. Native fish are integral to the food chain, their habitats
and ecosystems. 

Read on to discover how Whooshh Innovations inventions  enable fish to safely
glide past barriers while producing more hydropower flow and why an investment
today can be a win win for everyone.

The Hot Topic of Climate Change

I'm Vincent Bryan, CEO and one of the founders of Whooshh Innovations, and I've
been with the company from the start. Climate change headlines are frequently
featured in the media, describing   the very urgent need for our scalable
solutions today. We believe hydropower, as the largest renewable, is an
important component of the climate solution and plays a crucial role in reducing
CO2 emissions and the realization of a carbon-free electrical grid by 2050. 

Whooshh technologies  addresstwo of the largest industries in the world, food,
and energy. In some states, such as Washington, hydropower is actually the
largest energy producer by far. To understand the role Whooshh  plays, you need
to know about the typical way fish pass dams - a fish ladder. A fish ladder is a
structure built in or around a dam or other man-made obstacle to help fish
migrate upstream to their spawning grounds. Fish ladders are designed to provide
a series of steps or pools that fish can swim up in order to circumvent the
obstacle. 




This ladder is necessary for the fish to pass the dam, but as the surface water
in the forebay warms up, the act of climbing each step of the ladder, stresses
the fish,  drains its energy, so many are unable to reach their spawning
grounds. This is called pre-spawning mortality. The traditional fish ladder
option for fish passage have resulted in the loss of vital natural resources,
including water resources, as water is spilled to “help” the fish ascend the
ladder. We are losing up to 10% of the water resource in any river flowing past
a hydropower dam that deploys traditional ladder designs since that “lost” water
does not produce power and is coming down the ladder to benefit the fish. As a
result, most dams were built without fish ladders.

The traditional custom and civil engineering fish ladder projects - projects
that primarily use concrete, steel, and rebar - are too slow to build, and too
costly. Efforts to improve fish passage in the US have been ongoing for many
years, with federal, state, and local agencies working to identify and remove
barriers to fish movement, as well as implement new fish passage solutions.
However,nearly every site struggles with fish passage issues using traditional
fish passage solutions..  

Whooshhing Fish To Safety

Whooshh! That's the exact noise you hear when we send fish safely over a dam
through our novel smart fish passage systems. How does it work? We developed a
novel Migrator tube, filled with air that is lubricated with mist. This modular
system transports migrating salmon and other fish species from the river below
the dam, up over the dam and into the lake above in a matter of seconds. When
the salmon reach the entrance of our Passage Portal, they naturally swim into an
attraction flow we use at the entrance to the system, and that is where their
incredible journey begins. Once inside, the fish swim through a small 6 inch
waterfall and simultaneously dewatered and autonomously scanned to determine
size and species to ensure they are not invasive species. When the scanner sends
the information to the sorting computer, the sorting computer switches a gate,
and the computer determines if the fish is a native fish destined for the
Whooshh Migrator tube or if it is an invasive fish destined for an alternative
resting place  - all in  less than a second. The native fish are quickly and
safely transported through our pneumatic Migrator tubes over the dam in less
than a minute. 










“The fish pass through without so much as a scratch. Also, you won’t have to
divert water, as you do in a ladder system. Out here, the economy is all about
agriculture, and water is gold. That’s what makes Whooshh such a great concept.”
 

- Mark Johnston, Yakama Nation Fisheries Biologist




The return of salmon to the Pacific Northwest is particularly important to the
N. American indigenous tribes. .




Whooshh is interested in helping solve fish passage issues in N. American and
the more than one million dams around the world as well. This will provide time
to develop other clean energy solutions for the electric grid, while assuring
that we do not extirpate all of the fish first. 

Hydro-powering A Safer World




Depending on the dam's size, our Passage Portal costs a fraction of a
traditional fish ladder system. 58,000 of the one million dams  are taller than
50 feet, and only 3% of all dams currently provide fish passage. It is estimated
that there are 85,000 dams in the United States. If we install 11 systems a day,
it would still take us 20 years to build fish passages on just these dams. We
must accelerate deployments and scale up now.




We have a lot of work to do! 




Watch our recent recap here and join Whooshh Innovations on StartEngine as we
enable more efficient use of water resources and promote the development of
clean, renewable energy, while ensuring that our native fish species will
recover to their historical numbers.




Warmly,

Vincent Bryan
CEO
Whooshh







03.23.23


LET THEM HEAR YOU! WE NEED YOUR HELP

Dear Whooshh Fans and Investors, 

In previous updates we announced that we are supporting a $10MM Washington State
budget proviso for the creation of an accelerator fund for innovative fish
passage in the State of Washington.  These funds would then be available for
fish passage projects at dams beginning in the state’s new fiscal year, which
starts July 1, 2023. The Senate and House now need to reconcile their budgets
over the next few days/weeks, and to help assure that this budget proviso
survives the reconciliation process, we are calling upon all of you, and
especially our Washington state fans and investors, to let the legislative
leadership in Olympia, WA know that this budget proviso is important to
addressing the crises for fish species, in the state and on the entire West
coast.  For just one example, see this article.  With this proviso, Washington
state can show the way for other states as well. 






To make it as easy as possible, we have created a letter template which you can
download, complete, and then send to the key members of the house and senate via
email. [Email addresses are included at the top of the letter]  The budget
proviso itself is also available for review.  You can view or download both
here: https://www.dropbox.com/sh/5fsa6tt59l03mkn/AAC1dS8M08v-jIoa0rG33iuxa?dl=0 

While you are welcome to personalize the letter beyond filling in the blanks, it
is not necessary to do so. I am told by our advisors that quantity will make the
biggest impact in these kinds of matters. 

The budget proviso has bi-partisan sponsorship, so this should not be viewed as
a divisive issue, even if the reasons for supporting the budget proviso may
differ.  It is a real win-win for both the fish, water resource efficiency, and
clean energy. What the proviso competes with is other state budget priorities,
we just want to see the fund prioritized this budget session.   Your letters
will help. 

We believe the passage of this accelerator fund proviso can directly accelerate
our growth and therefore your investment with us.  Thank you for your help.  It
will make a difference beginning this year.  Don’t wait! 

With much gratitude, 

Vince 

Vincent E Bryan III, CEO 

Whooshh innovations, Inc. 

03.17.23


ONLY 1 MONTH LEFT TO INVEST!

Hello Whooshh Innovations Community, 




There's only one month left to invest in Whooshh Innovations on StartEngine!




We strongly believe that supporting renewable energy is an important element in
the fight against climate change, as well as an essential component of caring
for our planet. Hydropower is the largest source of renewable energy in the
world. 




At Whooshh Innovations, we’re committed to finding a better way to integrate
hydropower with healthy native fish populations. 




If you've already invested, I'd like to thank you for supporting us on this
incredible journey. Why not double down and share the wealth with your network?




Visit our crowdfunding page on StartEngine today before it's too late. 




Warmly,

Vincent Bryan
CEO
Whooshh







03.15.23


IT'S ONLY ONE DAY AWAY!







Hello Whooshh Innovations Community, 




 Only 1 day left to sign up!




Join us on Mar 16 at 1:30 PM PST for a live Q&A webinar.




Whooshh is committed to helping the earth, the fish, and future generations. We
create solutions so that native fish populations can recover and more water can
be made available for hydropower and agriculture.




Share this link with your family and friends. We can't wait to tell you and
network all about our success and future plans! 




Learn more on StartEngine and join the climate change revolution.




Warmly,

Vincent Bryan
CEO
Whooshh







03.14.23


SCIENTIFICALLY PROVEN TO FIGHT CLIMATE CHANGE




Hello Whooshh Innovations Community, 




For decades, fish ladders and other traditional means of assisting fish cross
dams have been problematic,, expensive, and even harmful. Whooshh(R) Innovations
has revolutionized fish passage with its novel Passage PortalTM, FishL
RecognitionTM, and Salmon CannonTM technology inside. Our products have proven
effective and safe in helping our fish friends migrate thousands of miles to
reach their native rivers and freshwater spawning grounds. 




You don't have to take our word for it! We have the science to prove it!




Here's a summary of just three of the more than twenty successful studies
detailing how our technology is making a difference:

Kalama Falls Hatchery Study

Whooshh Innovations used the Kalama Falls Hatchery to investigate the
feasibility of safely transporting hatchery steelhead fish through our 250-foot
MigratorTM tube. The study was conducted with fish transported through a Whooshh
Innovations MigratorTM tube and a control group  carried by hand. This study
observed that the steelhead were transported across 250 feet in an average of 13
seconds and then immediately swam away in a direction of their choice – safe and
sound. 




For more information on the Kalama Falls Hatchery Study, click here.

Aquaculture Fish Welfare Study

Whooshh Innovations also conducted a study to determine whether the Whooshh
ransport system provides better fish welfare (less stress on the fish) than aqua
pumps or hand carriage handling. The testing took place in Norway and entailed
the transfer of broodstock Atlantic salmon between tanks. he independent study
concluded, that the Whooshh transport system does not cause stress, behavior
changes, or any other welfare concerns for the fish. 




For more information on the Aquaculture Fish Welfare Study, click here.

G Force Study

Perhaps most dramatically, Whooshh also conducted a study to determine whether
subject fish would experience any extraordinary, potentially harmful G Forces
during their speedy passage through the Whooshh fish transport system. 

Study data indicated that the G Forces experienced on fish passing through a
Whooshh system are generally quite low, momentary and transient. They are less
than half the force a fish experiences when falling back into the water when
dropped from a height of just 36 inches, which is the current level of force
they feel during “trap and haul” operations. 

Lower impact means greater fish safety!

For more information on the G Force Study, click here.

Data-Backed Investment

Diversify your portfolio with Whooshh Innovations on StartEngine. Discover how
you can invest in a breakthrough invention that will allow safe fish passage in
any environment!

Warmly,

Vincent Bryan
CEO
Whooshh







03.10.23


TO PUT OUR MIND AT EASE THIS WEEKEND

Dear Whooshh Investors,

Many of you have heard about the failure of Silicon Valley Bank today.  Many
start-up's, especially venture backed start-ups, use Silicon Valley Bank.  I am
writing to assure all of our Whooshh Innovations investors that: 

1) We do not have any accounts at Silicon Valley Bank

2) We have three banks to spread credit risk.

3) None of our bank accounts exceed the $250k FDIC limit.

If you have any further questions, please use the comments section on the
Startengine page.  Have a great weekend.

Sincerely,

Vincent E Bryan III, CEO

Whooshh Innovations Inc.










02.28.23


WHOOSHH INNOVATION AND OUR WIN-WIN SOLUTION




Hello Whooshh Innovations Community, 





HOW DAMS IMPACT CLIMATE CHANGE




Addressing climate change requires a comprehensive and global effort that
involves multiple solutions, including the use of dams for hydroelectric power
generation. The issue of fish passage at dams is often overlooked in the context
of climate change and how it affects fish populations by altering water
temperatures and flow patterns, which can impact migration and breeding habits.
The construction and maintenance of fish ladders can require heavy machinery,
which emits greenhouse gases. Additionally, they can disrupt the natural flow of
rivers, affecting the overall health of the aquatic ecosystem, which could have
a negative impact on climate change. Dams can also significantly impact fish
populations by blocking migration routes and altering habitats. This can lead to
reduced genetic diversity, decreased population size, and increased risk of
extinction for certain species.




Several species of native fish have evolved to navigate quickly over dams to
reach their spawning grounds, and their agility and quickness are vital to their
survival and reproductive success. However, some fish species need help to
navigate dams in this manner. Many species of salmon, steelhead, and other
migratory fish rely on rivers that flow freely to access their spawning grounds.
Dams can trap these species below the dam, preventing them from reaching their
spawning grounds and resulting in population declines and an increased risk of
extinction. These changes also impact the survival and growth of salmon and can
also affect the quality and quantity of their habitat.





A DAM EASY SOLUTION TO FISH MIGRATION




Whooshh Innovations aims to change public perceptions of dams and fish passage
through our groundbreaking technology and has the potential to change public
perceptions by increasing awareness and understanding of the issues involved.
The Passage Portal and the famous Salmon Cannon are designed to ensure native
fish migrate safely, more quickly, and without spilling water. Comparatively to
the cost of designing, building, and operating a customized civil engineering
solution, our systems are modular, flexible, and relatively inexpensive.




We have developed systems that enable native fish to pass over dams in seconds
to regain access to their spawning grounds. As a result, fish expend far less
energy and experience less stress while reaching cleaner, safer, and more
spawning habitats with fewer pre-spawning deaths. Our approach does not require
the use of concrete infrastructure or additional, unnecessary water consumption,
nor does it permanently impact the environment. We've been able to reduce
injuries, mortalities, and stress by gently handling fish without producing
waste water, thereby improving survivability, fecundity, and, ultimately, the
value of the fish.





INVEST IN SUSTAINABLE SOLUTIONS




Invest in Whooshh Innovations on our StartEngine raise page and support
sustainable solutions for protecting and restoring fish populations impacted by
dams. 




Warmly,

Vincent Bryan


Show More Updates

STACK OWNER'S BONUS & REWARDS!

Members get an extra 10% shares in addition to rewards below!

REWARDS


Multiple investments in an offering cannot be combined to qualify for a larger
campaign perk. Get rewarded for investing more into Whooshh Innovations Inc..


$501

Earn 10% Bonus Shares

Earn 10% bonus shares in this investment and all eligible investments for an
entire year. If you are not already an Owners bonus holder, you can join now,
for $275, billed annually.

Select


$5,000

Tier 1

Invest $5,000 and receive 5% bonus shares.

Select


$7,500

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Invest $7,500 and receive 10% bonus shares.

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$10,000

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Invest $10,000 and receive 15% bonus shares.

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$15,000

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Invest $15,000 and receive 20% bonus shares.

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Invest $20,000 and receive 25% bonus shares.

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JOIN THE DISCUSSION

0/2500


Post
KD

KEITH DAVIS

68 INVESTMENTS

SE Investor

•

11 days ago

MUCH OF WEST COAST FACES BAN TO FISH SALMON AMID LOW STOCKS. SOURCE: AP NEWS
HTTPS://APNEWS.COM/ARTICLE/SALMON-FISHING-BAN-CHINOOK-CALIFORNIA-OREGON-CBE1F3322A7A9085004084E71568BBA1

SHOW MORE

0

0




MH

MICHAEL HELM

1 INVESTMENTS

a month ago

HI VINCE, PREVIOUS INVESTOR HERE. I RECENTLY LEARNED ABOUT THE NATIONAL SCIENCE
FOUNDATION’S “SEEDFUND” PROGRAM, AND WHOOSHH CROSSED MY MIND. THROUGH THE
PROGRAM, THE NSF OFFERS UP TO $2 MILLION IN GRANTS TO STARTUPS AND SMALL
BUSINESSES. THE GRANT IS NON-DILUTIVE. ONE OF THE QUALIFYING TOPICS IS
“ENVIRONMENTAL TECHNOLOGIES,” INCLUDING A "FOOD, REGENERATIVE AGRICULTURE, AND
ENERGY" SUB-TOPIC. THEREFORE, (AND MAYBE YOU ALREADY KNOW ABOUT THE PROGRAM?) I
WANTED TO SHARE WITH YOU SINCE IT COULD BE AN OPPORTUNITY TO SECURE ADDITIONAL
CAPITAL FOR THE COMPANY. I ALSO HOPE YOU'LL EXTEND THE CURRENT CAMPAIGN, SINCE
IT LOOKS (IF ALL THINGS CONSTANT) LIKE MY NEXT OPPORTUNITY TO CHIP-IN WILL BE
MAY 2023. THANK YOU. SEEDFUND ENVIRONMENTAL PAGE:
HTTPS://SEEDFUND.NSF.GOV/TOPICS/ENVIRONMENTAL-TECHNOLOGIES/

SHOW MORE

1

0



VB

VINCENT BRYAN III



Whooshh Innovations Inc.

•

25 days ago

Thanks Michael for the tip. We are applying for a number of non-dilutive and
significant grants that have March due dates. We are pretty excited about those
too, but we will definitely look into this one further. Thank you for the tip.

Show more



0




ML

MARK LIDD

17 INVESTMENTS

2 months ago

YOUR 02.17.2023 UPDATE "GONE VIRAL" LINK IS INCORRECT..... PLEASE RE-POST THE
CORRECT LINK -THX

1

0



VB

VINCENT BRYAN III



Whooshh Innovations Inc.

•

2 months ago

Hi Mark, Thanks or calling this to our attention. It looks like the link was
correct but the party who posted it has now removed the tweet, perhaps because
it was blowing up his Twitter account. Startengine policy also does not permit
us to edit an Update once posted, but I can respond here. We did find an older
version of the video on Twitter which went viral and has more than 47MM views.
You can see it here:
https://twitter.com/kashthefuturist/status/1159610222148669440 . The thread is
not nearly as active as the other link provided but the video is the same.
Enjoy!

Show more



0




WL

WILLIAM LOCK

2 months ago

THE HOLY GRAIL FOR SALMON IN THE PACIFIC NW WOULD BE TO GET OVER THE MYRIAD DAMS
IN THE COLUMBIA-SNAKE BASIN (CHIEF JOSEPH, GRAND COULEE, HELLS CANYON, ET AL).
IS THERE ANY DISCUSSIONS IN THAT DIRECTION? EVEN IMPROVING UPSTREAM PASSAGE AT
THE DAMS WITH FISH LADDERS WOULD BE HELPFUL. WOULD THE SYSTEM WORK TO DIVERT
JUVENILE FISH ON THE DOWNSTREAM JOURNEY? GOING THROUGH TURBINES AND DOWN
SPILLWAYS CAN BE REALLY HARD ON THE FISH.

SHOW MORE

2

0



WL

WILLIAM LOCK

2 months ago

LOL, I'm already an investor. I guess it would be nice if StartEngine put a
badge or something next to posts if you are already an investor.

Show more



0



View 1 more reply

SH

STEPHEN HART

10 INVESTMENTS

3 months ago

IT LOOKS LIKE A NEW PROBLEM IS EXCESSIVE HEAT IN STREAMS AND RIVERS. SINCE
WHOOSH IS ON-SITE STUDYING THE FISH, I WONDER IF YOU COULD INVESTIGATE THE
POSSIBILITY AND METHODS FOR USING SUN-FACING MIRRORS AND HIGH REFLECTIVITY
SHADES OVER STREAMBEDS TO PROTECT THE FISH. RECENT DEVELOPMENTS MAKE
NET-NEGATIVE SOLAR HEATING A POSSIBILITY.

SHOW MORE

1

0



VB

VINCENT BRYAN III



Whooshh Innovations Inc.

•

3 months ago

I'm not so sure the issue is new, but it is definitely getting worse. Often
along streambeds the issue can be resolved by adding more trees for shade along
the banks. However, we have proposed floating solar panels in the forebay above
dams to: 1) keep the slow moving surface water in the forebay from heating up
for the fish; 2) reduce evaporation; 3) supply renewable power to our fish
passage equipment. While we have at least two dam project proposals out where we
have proposed such use of solar as part of the solution, we have not yet
deployed such solar powered solution.

Show more



1




FB

FURAHA BRYANT

3 months ago

HAVE YOU CONSIDERED TIMEPLAST YET IN THE PRODUCTION OF YOUR VINYL LAST-MILE
PRODUCT?

3

0



SW

SAM WINGATE

2 months ago

I am a current investor and seriously looking to invest more in your company. I
am excited to see the progress and great news you have posted! I try to invest
in a way that can benefit the environment and wildlife as much as possible but I
would still need to get a return on my investment of course. That is my issue at
this time, I am having trouble seeing a clear return on my investment especially
if I increase that invested amount. I understand companies as your require
considerable time to offer tangible returns or exits. Such as IPOs or buy outs. 
But, considering what I understand about your business and how much you work
with federal and state governments, I do not see how those “exits” would happen
compared to a company that makes a more public product or service. If there is a
larger amount to invest that would increase the chance of these returns I would
appreciate some info on that. I appreciate your time and wish you guys the best
of luck in the new year! S. Wingate

Show more



1



View 2 more replies

EW

EHREN WELLS

4 months ago

I AM CONCERNED ABOUT GROWTH FOR YOUR COMPANY BECAUSE IT SEEMS THAT, IN THE U.S.
AT LEAST, EXPANSION OF YOUR SOLUTIONS DEPENDS HIGHLY ON GOVERNMENT REGULATIONS
THAT HAVE YET TO BE INSTATED. IT SEEMS WITH THE UPCOMING LAME DUCK CONGRESS,
SUCH LEGISLATION IS A LONG SHOT. WHAT ARE YOUR THOUGHTS ABOUT THIS? LOOKING
OUTSIDE THE U.S., WHAT IS THE FORECAST GROWTH FOR YOUR COMPANY IN SERVING
COUNTRIES WHERE PERHAPS SUCH POLITICAL OBSTACLES MIGHT NOT EXIST OR ARE PERHAPS
MORE EASILY OVERCOME?

SHOW MORE

1

0



VB

VINCENT BRYAN III



Whooshh Innovations Inc.

•

3 months ago

Hi Ehren, 70% of the dams in the U.S. are privately owned, so we are not reliant
on government funding. Nevertheless, the hundreds of millions of dollars in the
U.S. Infrastructure bill and the Inflation Reduction act bill in the U.S. that
passed in 2022 are only recently actually working their way to the federal
projects. In addition, the Omnibus bill for the 2023 budget just passed had
significantly more money in it for the Department of Energies Water Power
Technologies Office, with specific provision for fish passage. Indeed we have
submitted paperwork on no less than 9 projects in the last three weeks, just to
give you an idea of how much work there is to be done. Historically hydropower
has received bi-partisan support, and the ongoing UnCommon Dialogue between
Hydropower, NGO's and Tribes has furthered the bi-partisan support. In short,
over the next 5-10 years, there are so many opportunities that will be funded
the biggest concern we have is how to scale up fast enough when investors own
concerns have increased. In short, we need investors to be bold and invest now,
and we will emerge as an unquestioned leader. If funding federal projects were
to become a concern, we could always turn to state legislatures that have their
own clean energy and environmental goals, especially where we have already been
active, to assure continued government supported project growth. In the EU, the
Water Framework Directive requires all EU member nations to have fish passage
legislation for all interconnected waterways in less than 10 years. The
opportunities in Asia and Africa are also clear. We have been encouraging the
U.N. development banks to include funding for fish passage and require it as a
condition precedent to funding any future hydro projects. In sum, the
relationships we have built with the agencies over many years now will help keep
us immune to any federal gridlock. It is never easy, and nothing is certain, but
you will see in coming updates that the pipeline is strong.

Show more



0




FV

FELIX VAYSSIERES

37 INVESTMENTS

5 months ago

HELLO, REALLY COOL WHAT YOU'RE DOING. MY QUESTIONS ARE WHAT IS THE BASIS OF YOU
VALUATION? HOW DO YOU PLAN ON EVENTUALLY REPAYING INVESTORS? IPO? M&A?
DIVIDENDS? M&A-WISE WHAT COMPANIES OR TYPES OF COMPANIES WOULD BE INTERESTED IN
BUYING WHOOSHH? IPO-WISE WHAT WOULD BE PUBLIC MARKET COMPARABLES OR COMPARABLE
EXITS TO WHOOSHH? THANKS

SHOW MORE

1

0



VB

VINCENT BRYAN III



Whooshh Innovations Inc.

•

5 months ago

Hi Felix, Great questions, not all easily answered in this format. I'll do my
best. Regarding valuation, this is addressed in the Reg C form. The Board set
the valuation this round. We did have outside valuation done the first round to
give us a basis for the valuation. As you know, with most companies in the early
stage, valuation is based more on market potential, market size and milestones
achieved than the typical public market metrics. We do foresee that the business
model will enable dividends in the future, but this is not yet on the table.
That would be a Board decision in due course. M&A wise, our advisors identified
two entity types as most likely: Strategic and Financial. While we maintain a
list of both type of companies identified, this is not something we would
publicly disclose for obvious reasons. I can say that we do see that a strategic
investors are more likely to be aligned with the Company's mission and our
investors financial goals. Having said that, building relationships with both
types of companies is one of my priorities to assure the best possible outcome
for all owners/investors. Comparables in the public market are not easily
identified at this point given our unique product and market focus. Knightscope
is one company that started on Startengine that is now in the public market that
comes to mind. While they are obviously in a different market segment, they do
have a disruptive solution to an established industry with a compelling need.
Unfortunately for them, their timing of their IPO was not good in the
marketplace and their stock price has suffered since they went public, so it is
a cautionary tale for us about the IPO route.

Show more



0




VB

VINCENT BRYAN III



Whooshh Innovations Inc.

•

6 months ago

HI MICHAEL, THANKS FOR YOUR QUESTION BELOW. WE CAN’T SAY YET WHAT WE WILL DO IN
2023, BUT WE NOTE YOUR REQUEST! WITH REGARD TO THE SHAD IN VIRGINIA, WE WILL
DEFINITELY PASS THIS LEAD ALONG TO THE SALES TEAM. WE DO HAVE A FOCUS ON SHAD ON
THE EAST COAST, BUT VERY MUCH APPRECIATE THIS TIP. LASTLY, SO OTHERS HAVE THE
BENEFIT OF YOUR QUESTION AND THIS ANSWER, I WILL POST IT IN THE COMMENTS PAGE ON
STARTENGINE AS WELL, WITHOUT YOUR NAME. THANK YOU, VINCE FROM: SENT: WEDNESDAY,
OCTOBER 19, 2022 2:49 PM TO: VINCENT BRYAN III VINCE, I’M AN INVESTOR VIA
STARTENGINE. I RECENTLY RECEIVED AN EMAIL THAT WHOOSHH IS LAUNCHING ANOTHER
CAMPAIGN AND OFFERING A VIP ROUND. I’D LIKE TO INVEST IN THE VIP ROUND, BUT
UNFORTUNATELY, I’M AT MY REGCF LIMIT FOR 2022. WITH THAT SAID, I LIKE THE
PROGRESS AND FINANCIAL GROWTH OFFERED BY WHOOSHH. I ALSO LIKE THAT WHOOSHH IS A
“TRIPLE BOTTOM LINE” COMPANY. THEREFORE, I REALIZE IT IS EARLY TO ASK, BUT WILL
THERE BE ANOTHER VIP ROUND OFFERED ON STARTENGINE IN 2023? I CERTAINLY HOPE SO.
FINALLY, I’M SURE YOU’VE RECEIVED MANY TIPS AND LEADS TO GROW THE BUSINESS (AND
POSSIBLY KNOW THIS ONE ALREADY), BUT THE COMPANY’S PRODUCTS AND SOLUTIONS MIGHT
BE PERFECT FOR THE AMERICAN SHAD IN VIRGINIA’S RIVERS, ESPECIALLY THE JAMES
RIVER. THERE HAVE BEEN MULTIPLE ATTEMPTS, WITH MILLIONS OF DOLLARS SPENT, TO
RESTORE THESE FISH IN THE CHESAPEAKE BAY REGION: THE VIRGINIA DEPARTMENT OF
WILDLIFE RESOURCES, THE CHESAPEAKE FISH PASSAGE PRIORITIZATION PROJECT, AND THE
JAMES RIVER ASSOCIATION MIGHT BE GOOD PLACES TO START! THANK YOU FOR THE
OPPORTUNITY TO PARTICIPATE, [NAME]

SHOW MORE

0

0




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broker-dealer registered with the SEC and FINRA/SIPC . You can review the
background of our broker-dealer and our investment professionals on FINRA’s
BrokerCheck here. StartEngine Secondary is an alternative trading system
regulated by the SEC and operated by StartEngine Primary, LLC, a broker dealer
registered with the SEC and FINRA. StartEngine Primary, LLC is a member of SIPC
and explanatory brochures are available upon request by contacting SIPC at (202)
371-8300.


Investment opportunities posted and accessible through the site are of three
types:


1) Regulation A offerings (JOBS Act Title IV; known as Regulation A+), which are
offered to non-accredited and accredited investors alike. These offerings are
made through StartEngine Primary, LLC (unless otherwise indicated). 2)
Regulation D offerings (Rule 506(c)), which are offered only to accredited
investors. These offerings are made through StartEngine Primary, LLC. 3)
Regulation Crowdfunding offerings (JOBS Act Title III), which are offered to
non-accredited and accredited investors alike. These offerings are made through
StartEngine Capital, LLC. Some of these offerings are open to the general
public, however there are important differences and risks.


Any securities offered on this website have not been recommended or approved by
any federal or state securities commission or regulatory authority. StartEngine
and its affiliates do not provide any investment advice or recommendation and do
not provide any legal or tax advice with respect to any securities. All
securities listed on this site are being offered by, and all information
included on this site is the responsibility of, the applicable issuer of such
securities. StartEngine does not verify the adequacy, accuracy or completeness
of any information. Neither StartEngine nor any of its officers, directors,
agents and employees makes any warranty, express or implied, of any kind
whatsoever related to the adequacy, accuracy, or completeness of any information
on this site or the use of information on this site. See additional general
disclosures here.


By accessing this site and any pages on this site, you agree to be bound by our
Terms of use and Privacy Policy, as may be amended from time to time without
notice or liability.


Canadian Investors Investment opportunities posted and accessible through the
site will not be offered to Canadian resident investors. Potential investors are
strongly advised to consult their legal, tax and financial advisors before
investing. The securities offered on this site are not offered in jurisdictions
where public solicitation for offerings is not permitted; it is solely your
responsibility to comply with the laws and regulations of your country of
residence.


California Investors Only – Do Not Sell My Personal Information (800-317-2200).
StartEngine does not sell personal information. For all customer inquiries,
please write to contact@startengine.com.


StartEngine’s Reg A+ offering is made available through StartEngine
Crowdfunding, Inc. This investment is speculative, illiquid, and involves a high
degree of risk, including the possible loss of your entire investment. For more
information about this offering, please view StartEngine’s offering circular and
risk associated with this offering.