Confidential Notice & Disclaimers
Important confidentiality notices, Singapore securities regulations, and legal disclaimers
Confidential Notice & Disclaimers
CONFIDENTIAL - DO NOT CIRCULATE OR COPY
This Memorandum is furnished on a strictly confidential basis solely for the purpose of evaluating a potential investment in NuBatt Pte. Ltd.
NUBATT PTE. LTD. (Company Registration No. 202342218N) (Incorporated in the Republic of Singapore)
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
16 Raffles Quay, #41-01 Hong Leong Building Singapore 048581
Contact: info@nubatt.com
OFFERING SUMMARY
| Issuer | NuBatt Pte. Ltd. |
| Securities Offered | Ordinary Shares |
| Total Amount Sought | US$119,000,000 |
| Equity Offered | 30% |
| Pre-Money Valuation | Approximately US$397,000,000 |
| Governing Law | Republic of Singapore |
This Memorandum is dated as of [DATE], 2026
IMPORTANT NOTICES
SINGAPORE SECURITIES REGULATIONS
This Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore ("MAS") under the Securities and Futures Act 2001 of Singapore (the "SFA").
Accordingly, this Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Shares may not be circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than:
(a) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA;
(b) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA; or
(c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the Shares are subscribed or purchased pursuant to an offer made in reliance on Section 275 of the SFA by a relevant person which is:
(i) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
the securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Shares pursuant to an offer made in reliance on Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law; or
(4) as specified in Section 276(7) of the SFA.
THE MONETARY AUTHORITY OF SINGAPORE ASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THIS MEMORANDUM. THE MAS HAS NOT IN ANY WAY CONSIDERED THE MERITS OF THE SHARES BEING OFFERED OR REVIEWED OR APPROVED THIS MEMORANDUM.
CONFIDENTIALITY
This Memorandum is furnished on a strictly confidential basis to the person to whom it is addressed (the "Recipient") solely for the purpose of evaluating a potential investment in NuBatt Pte. Ltd. (the "Company").
By accepting delivery of this Memorandum, the Recipient agrees:
To keep confidential the contents of this Memorandum and any other oral or written information provided by the Company, its directors, officers, employees, agents, or advisors in connection with the Offering;
Not to disclose any such information to any third party or otherwise use such information for any purpose other than evaluating a potential investment in the Company;
Not to copy, reproduce, or distribute this Memorandum, in whole or in part, without the prior written consent of the Company;
To return or destroy this Memorandum and any related materials promptly upon request by the Company or if the Recipient decides not to proceed with an investment; and
To comply with all applicable laws regarding the confidentiality and use of such information.
Any reproduction of this Memorandum, in whole or in part, or any disclosure of its contents, without the prior written consent of the Company, is strictly prohibited and may constitute a breach of applicable securities laws.
INVESTMENT RISKS
INVESTING IN THE SHARES INVOLVES A HIGH DEGREE OF RISK. THESE ARE SPECULATIVE SECURITIES.
Prospective investors should carefully consider the risk factors set forth in this Memorandum, as well as all other information contained herein, before making an investment decision. The Company's business involves significant risks, including but not limited to technology development risks, regulatory risks, market risks, and operational risks.
YOU SHOULD SUBSCRIBE FOR THESE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT.
There is no public market for the Company's securities, and no such market is expected to develop in the near term. Significant restrictions on transfer will apply. Investors should be prepared to bear the economic risk of their investment for an indefinite period of time and be able to withstand a total loss of their investment.
NO REPRESENTATIONS BEYOND THIS MEMORANDUM
This Memorandum contains all of the representations by the Company concerning this Offering. No person has been authorised to give any information or make any representations other than those contained in this Memorandum. If given or made, such information or representations must not be relied upon as having been authorised by the Company.
Prospective investors should not construe the contents of this Memorandum or any prior or subsequent communication from the Company, its directors, officers, employees, affiliates, or any professional associated with this Offering, as legal, tax, or investment advice. Each prospective investor should consult with their own legal, tax, financial, and other advisors to determine the suitability of an investment in the Company.
ACCURACY OF INFORMATION
The information contained in this Memorandum is accurate only as of its date, regardless of the time of its delivery or any sale of securities. The Company's business, financial condition, results of operations, and prospects may have changed since that date. Neither the delivery of this Memorandum nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of the Company since the date of this Memorandum.
Unless otherwise indicated, information contained in this Memorandum concerning the Company's industry and the markets in which it operates is based on information from various sources, including independent industry publications and reports, and the Company's own estimates. Although the Company believes these sources to be reliable, it has not independently verified such information, and such information is inherently imprecise. Accordingly, prospective investors are cautioned not to place undue reliance on such information.
All references to currency in this Memorandum are to United States Dollars (US$) unless otherwise stated.
FORWARD-LOOKING STATEMENTS
This Memorandum contains forward-looking statements that involve risks and uncertainties. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar matters that are not historical facts. In some cases, forward-looking statements can be identified by terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would," or the negative of these terms or other comparable terminology.
The forward-looking statements in this Memorandum are based on the Company's current beliefs, assumptions, and expectations, taking into account information currently available. These statements are subject to risks and uncertainties, many of which are beyond the Company's control. Actual results may differ materially from those expressed or implied by such forward-looking statements due to various factors, including but not limited to those described in the "Risk Factors" section of this Memorandum.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS.
The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.
RESTRICTIONS ON DISTRIBUTION
The distribution of this Memorandum and the offering of the Shares in certain jurisdictions may be restricted by law. This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such offer or solicitation is unlawful or unauthorised.
Persons into whose possession this Memorandum comes are required to inform themselves about and observe any such restrictions. The Company accepts no legal responsibility for any violation of these restrictions by any person, whether or not such person is a prospective investor.
This Memorandum is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
COMPANY'S RIGHTS
The Shares are offered solely by this Memorandum and are subject to prior sale. The Company reserves the right, in its sole discretion and for any reason whatsoever, to:
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Withdraw, amend, modify, or terminate this Memorandum and the Offering without prior notice;
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Accept or reject any subscription request in whole or in part;
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Allot to any prospective investor a lesser number of Shares than sought to be subscribed by such investor; and
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Extend, shorten, or terminate the Offering period.
The Company shall have no liability whatsoever to any prospective investor in the event that any of the foregoing shall occur.
INVESTOR RESPONSIBILITY
It is the responsibility of each prospective investor to:
Satisfy themselves as to the full observance of the laws of any relevant jurisdiction in connection with any subscription for Shares, including obtaining any required governmental or other consents;
Conduct their own due diligence and investigation of the Company;
Make their own assessment of the merits and risks of an investment in the Company; and
Consult with their own legal, tax, financial, and other advisors regarding the suitability and consequences of an investment in the Company.
QUESTIONS AND ADDITIONAL INFORMATION
The Company will make available to each prospective investor and their representatives the opportunity to ask questions of, and receive answers from, the Company or any person acting on its behalf concerning the terms and conditions of this Offering. The Company will also provide, to the extent it possesses such information or can acquire it without unreasonable effort or expense, additional information necessary to verify the accuracy of the information set forth herein.
Inquiries should be directed to:
GOVERNING LAW AND JURISDICTION
This Memorandum and any investment made pursuant hereto shall be governed by and construed in accordance with the laws of the Republic of Singapore.
Any dispute arising out of or in connection with this Memorandum, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
DEFINITIONS
BY ACCEPTING THIS MEMORANDUM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH ABOVE.