Investment Terms
Terms and conditions of the NuBatt private placement offering
Investment Terms
NuBatt Pte. Ltd. (the "Company") is offering ordinary shares (the "Shares") to selected investors pursuant to this private placement. This section sets forth the principal terms and conditions of the Offering.
Securities Offered
| Term | Details |
|---|---|
| Issuer | NuBatt Pte. Ltd. |
| Type of Securities | Ordinary Shares in the capital of the Company (1 vote per share) |
| Total Amount Sought | US$119,000,000 |
| Equity to be Issued | 30% of the post-investment issued share capital |
Valuation
| Metric | Amount (US$) |
|---|---|
| Pre-Money Valuation | ~278,000,000 |
| Investment Amount | 119,000,000 |
| Post-Money Valuation | ~397,000,000 |
The valuation has been determined based on:
- The Company's proprietary technology and intellectual property portfolio
- Completed validation work with DSO National Laboratories
- Projected revenue trajectory and market opportunity
- Comparable transactions in the advanced energy and nuclear technology sectors
Investment Structure
Total Investment
| Investor Group | Amount (US$) | Percentage of Round |
|---|---|---|
| Lead Investor (Equity) | 119,000,000 | 100% |
| Total Equity Offering | 119,000,000 | 100% |
Dianelum S.A. holds a separate US$1,000,000 Convertible Note facility (of which US$145,000 has been drawn). This instrument is independent of the equity offering and converts automatically upon closing. See Existing Convertible Note section below.
Closing Structure
The Offering is structured as a single close. All investors will subscribe for Shares simultaneously, and closing will occur upon satisfaction of the closing conditions set forth below.
Minimum Investment
The minimum investment amount per investor shall be US$500,000, unless otherwise agreed by the Company in its sole discretion.
Price Per Share
| Metric | Value |
|---|---|
| Price Per Share | US$208,250 |
| Number of Shares to be Issued | 572 |
| Pre-Money Shares Outstanding | 1,000 |
| Post-Money Shares Outstanding | 1,905 |
The price per share is calculated based on the post-money valuation of ~US$397M divided by 1,905 fully diluted post-closing shares, reflecting the simultaneous conversion of the Convertible Note. Existing shareholders hold Founder Shares, which carry 1,000 votes per share on a poll. New investors will receive Ordinary Shares, which carry 1 vote per share. Both classes rank pari passu in all respects other than voting rights. Final share counts to be confirmed at closing via share premium adjustment per the Convertible Note Subscription Agreement.
Capitalisation
Pre-Investment Capitalisation
| Shareholder | Shares (Class) | Percentage |
|---|---|---|
| Dr. Nima Golsharifi | 500 (Founder) | 50.0% |
| Lim Chee Meng | 300 (Founder) | 30.0% |
| INVEST GLOBALLY CONSULTING FZE | 200 (Founder) | 20.0% |
| Total | 1,000 Founder Shares | 100% |
Note: Final capitalisation will be confirmed in the Subscription Agreement and Shareholders' Agreement based on convertible note status at closing.
Existing Convertible Instrument
The Company has an existing convertible note facility that will convert automatically upon this Offering closing, resulting in additional dilution to existing shareholders.
Convertible Note Summary
| Term | Details |
|---|---|
| Instrument | Convertible Note Subscription Agreement |
| Holder | Dianelum S.A. (Madrid, Spain) |
| Facility Amount | US$1,000,000 |
| Amount Drawn | US$145,000 (as of date hereof) |
| Interest Rate | 7% per annum |
| Maturity | 24 months after Closing Date |
| Disbursement | Phased: Phase 1 (US$350,000), Phase 2 (US$450,000), Phase 3 (US$200,000) |
Conversion Terms
| Term | Details |
|---|---|
| Conversion Trigger | Qualified Financing raising gross proceeds of not less than US$100,000,000 (including this Offering) |
| Conversion Mechanism | Share premium adjustment to achieve agreed share capital allocation |
| Post-Conversion Allocation | 17.5% of post-closing share capital to note holder |
| Automatic Conversion | Yes, upon Qualified Financing |
| Non-Qualified Financing | Optional conversion if financing raises ≥US$68,000,000 |
| Board Seat | Note holder entitled to appoint one (1) director upon conversion |
Conversion Impact
Before Convertible Note Conversion
| Shareholder | Shares | Percentage |
|---|---|---|
| Existing Shareholders | 1,000 | 52.50% |
| New Investors (This Offering) | 572 | 30.00% |
| Dianelum S.A. (Convertible Note) | 333 | 17.50% |
| Total | 1,905 | 100% |
This table shows the cap table before conversion of the convertible note. Since conversion is automatic upon this Offering closing, this scenario is for illustrative purposes only. See the Post-Conversion tab for the actual post-closing capitalisation.
Investor Considerations
- The convertible note converts automatically upon this Offering closing
- The conversion is effected at a substantial discount to the Offering price through the application of a share premium, reflecting the early-stage risk assumed by the note holder
- Post-conversion, the note holder will hold 17.5% of the Company's share capital, resulting in dilution to existing shareholders (from 70% to 52.5%)
- The note holder is entitled to appoint one (1) director to the Board upon conversion
- The Shareholders' Agreement will address the rights of the convertible note holder post-conversion
Investor Rights
Investors in this Offering will receive certain rights as set forth in the Shareholders' Agreement to be entered into at closing. The principal investor rights include:
Use of Proceeds
The Company intends to use the net proceeds from this Offering as follows:
| Category | Estimated Allocation | Amount (US$) | |
|---|---|---|---|
| Gross Proceeds | 119,000,000 | ||
| Placement Fee | 5% | (5,950,000) | |
| Net Proceeds to Company | 113,050,000 | ||
| Facility & Equipment | ~45% | ~50,873,000 | |
| R&D & Prototyping | ~20% | ~22,610,000 | |
| Team Expansion | ~15% | ~16,958,000 | |
| Regulatory & Licensing | ~10% | ~11,305,000 | |
| Working Capital & Contingency | ~10% | ~11,304,000 | |
| Total Net Proceeds | 100% | 113,050,000 |
A placement fee of 5% of the gross proceeds (US$5,950,000) is payable to the placement intermediary in connection with this Offering. The allocation percentages above are applied to the net proceeds available to the Company after deduction of the placement fee.
For a detailed description of the intended use of proceeds, please refer to Section 14 (Use of Proceeds) of this Memorandum.
Closing Conditions
Conditions to Investors' Obligations
Accuracy of Representations: The representations and warranties of the Company set forth in the Subscription Agreement shall be true and correct in all material respects as of the closing date.
No Material Adverse Change: There shall have been no material adverse change in the business, financial condition, or prospects of the Company since the date of this Memorandum.
Legal Documentation: Execution and delivery of all transaction documents, including:
- Subscription Agreement
- Shareholders' Agreement
- Amended Constitution (if required)
- Board and shareholder resolutions
Regulatory Approvals: Receipt of all necessary regulatory approvals and consents, if any.
Due Diligence: Completion of due diligence to the satisfaction of the Investors.
Legal Opinion: Delivery of a legal opinion from Singapore counsel to the Company in form and substance satisfactory to the Investors.
Transfer Restrictions
The Shares issued pursuant to this Offering will be subject to transfer restrictions as set forth in the Shareholders' Agreement and the Company's Constitution, including:
-
Lock-Up Period: Investors may not transfer their Shares for a period of 12 months following closing, except with the prior written consent of the Board.
-
Right of First Refusal: Any proposed transfer of Shares (following the lock-up period) shall be subject to the Company's and other shareholders' right of first refusal.
-
Regulatory Restrictions: Transfers must comply with all applicable securities laws and regulations, including the Securities and Futures Act 2001 of Singapore.
-
Board Approval: All transfers of Shares shall be subject to approval by the Board of Directors, which approval shall not be unreasonably withheld.
Dividends
The declaration and payment of dividends shall be at the discretion of the Board of Directors, subject to the Company's Constitution and applicable law. The Company does not anticipate paying dividends in the foreseeable future and intends to retain earnings to fund growth and operations.
Liquidation Preference
In the event of a liquidation, dissolution, or winding up of the Company (whether voluntary or involuntary), or a deemed liquidation event (including a sale of the Company), the proceeds available for distribution to shareholders shall be distributed as follows:
First, to the holders of Shares issued in this Offering, an amount equal to [1.0x] their original investment amount (non-participating); and
Thereafter, the remaining proceeds shall be distributed to all shareholders pro rata based on their shareholding.
[Note: Liquidation preference terms to be negotiated and confirmed in the Shareholders' Agreement.]
Exclusivity
Upon acceptance of a subscription, the Company agrees not to solicit, negotiate, or enter into any agreement with respect to any alternative financing transaction for a period of 90 days, except with the prior written consent of the Lead Investor.
Placement Fee
| Term | Details |
|---|---|
| Arrangement | The Company has engaged a placement intermediary in connection with this Offering |
| Fee | 5% of the total investment amount |
| Amount | US$5,950,000 |
| Payable From | Gross proceeds of the Offering |
| Net Proceeds to Company | US$113,050,000 |
The placement fee is deducted from the gross proceeds of the Offering. The Use of Proceeds set forth in this Memorandum reflects the net proceeds available to the Company after payment of the placement fee. The placement fee does not affect the valuation, share price, or the number of shares issued to investors.
Expenses
Each party shall bear its own costs and expenses in connection with this Offering, including legal, accounting, and other professional fees. The Company may use a portion of the proceeds to reimburse itself for expenses incurred in connection with the Offering.
Governing Law
The transaction documents, including the Subscription Agreement and Shareholders' Agreement, shall be governed by and construed in accordance with the laws of the Republic of Singapore.
Dispute Resolution
Any dispute arising out of or in connection with the transaction documents shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules. The seat of arbitration shall be Singapore, and the language of arbitration shall be English.
Indicative Timeline
| Milestone | Target Date |
|---|---|
| Distribution of Memorandum | [DATE] |
| Due Diligence Period | [X] weeks |
| Execution of Term Sheet | [DATE] |
| Negotiation of Definitive Agreements | [X] weeks |
| Closing | [DATE] |
Note: The timeline is indicative and subject to change based on the progress of negotiations and satisfaction of closing conditions.
Contact Information
Important Notice
The terms set forth in this section are indicative and subject to negotiation. The definitive terms of the investment will be set forth in the Subscription Agreement, Shareholders' Agreement, and other transaction documents to be negotiated and executed by the parties.
Prospective investors should review the transaction documents carefully and consult with their own legal and financial advisors before making an investment decision.