EXPLANATORY NOTE

EXPLANATORY NOTE

Howloo, Inc., has prepared this Form 1-A/A solely for the purpose of refiling the Subscription Agreement (Exhibit 4), to change the Price Per Share in the Signature Page, which was incorrect. 

Part III

EXHIBITS

1		Posting Agreement with StartEngine Crowdfunding (1)
2.1		Certificate of Incorporation (2)
2.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation (3)
2.3		Bylaws (4)
4		Form of Subscription Agreement (5)
5		Stockholder Agreement (6)
8		Escrow Services Agreement (7)
11		Consent of SetApart FS (8)
12		Opinion of Alliance Legal Partners, Inc. (9)
13		Testing the Waters Materials (10)

(1) Filed as an exhibit to Howloo, Inc. Regulation A Offering Statement on Form 1-A/A filed January 19, 2024 (Commission File No. 024-12359) and incorporated herein by reference. Available at, xxxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000/000000000000000000/xx000000x0_xx0.xxx.

(2) Filed as an exhibit to Howloo, Inc. Regulation A Offering Statement on Form 1-A/A filed January 19, 2024 (Commission File No. 024-12359) and incorporated herein by reference. Available at, xxxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000/000000000000000000/xx000000x0_xx0-0.xxx.

(3) Filed as an exhibit to Howloo, Inc. Regulation A Offering Statement on Form 1-A/A filed January 19, 2024 (Commission File No. 024-12359) and incorporated herein by reference. Available at, xxxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000/000000000000000000/xx000000x0_xx0-0.xxx.

(4) Filed as an exhibit to Howloo, Inc. Regulation A Offering Statement on Form 1-A/A filed January 19, 2024 (Commission File No. 024-12359) and incorporated herein by reference. Available at, xxxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000/000000000000000000/xx000000x0_xx0-0.xxx.

(5) Filed herewith.

(6) Filed as an exhibit to Howloo, Inc. Regulation A Offering Statement on Form 1-A/A filed January 19, 2024 (Commission File No. 024-12359) and incorporated herein by reference. Available at, xxxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000/000000000000000000/xx000000x0_xx0.xxx.

(7) Filed as an exhibit to Howloo, Inc. Regulation A Offering Statement on Form 1-A/A filed January 19, 2024 (Commission File No. 024-12359) and incorporated herein by reference. Available at, xxxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000/000000000000000000/xx000000x0_xx0.xxx.

(8) Filed as an exhibit to Howloo, Inc. Regulation A Offering Statement on Form 1-A/A filed February 2, 2024 (Commission File No. 024-12359) and incorporated herein by reference. Available at, xxxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000/000000000000000000/xx000000x0_xx00.xxx.

	(9)	Filed as an exhibit to Howloo, Inc. Regulation A Offering Statement on Form 1-A/A filed February 2, 2024 (Commission File No. 024-12359) and incorporated herein by reference. Available at, xxxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000/000000000000000000/xx000000x0_xx00.xxx.
	(10)	Filed as an exhibit to Howloo, Inc. Regulation A Offering Statement on Form 1-A/A filed February 2, 2024 (Commission File No. 024-12359) and incorporated herein by reference. Available at, xxxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000/000000000000000000/xx000000x0_xx00.xxx.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Xxxxxxx, State of Florida, on February 23, 2024.

HOWLOO, INC.

By	/s/ Xxxx Xxxxxx
	Title:	Chief Executive Officer, Principal Executive Officer and Director
	Dated:	February 23, 2024

By	/s/ Xxxxxxx X. Xxxxxx
	Title:	Principal Financial Officer, Principal Accounting Officer and Director
	Dated:	February 23, 2024