Corporate & Legal Structure
Corporate information and governance
Corporate Information
NuBatt Pte. Ltd.
| Item | Details |
|---|---|
| Legal Name | NuBatt Pte. Ltd. |
| Entity Type | Singapore Private Limited Company |
| UEN | 202342218N |
| Date of Incorporation | 2023 |
| Jurisdiction | Republic of Singapore |
| Registered Office | 16 Raffles Quay, #41-01, Hong Leong Building, Singapore 048581 |
| Company Status | Active |
Entity Characteristics
| Characteristic | Description |
|---|---|
| Legal Capacity | Full capacity to enter contracts, own property, sue and be sued |
| Limited Liability | Shareholders' liability limited to unpaid share capital |
| Separate Legal Entity | Distinct from shareholders and directors |
| Perpetual Succession | Continues irrespective of changes in membership |
Corporate Structure
Current Structure
NuBatt Pte. Ltd. is a standalone Singapore private limited company with no subsidiaries.
Post-Investment Structure
| Shareholder Category | Pre-Investment | Post-Investment |
|---|---|---|
| Existing Shareholders | 100% | 70% |
| New Investors (This Offering) | — | 30% |
| Total | 100% | 100% |
Share Capital
| Item | Details |
|---|---|
| Authorised Share Capital | As per Constitution |
| Issued Share Capital (Pre-Investment) | 1,000 Founder Shares |
| Issued Share Capital (Post-Investment) | 1,000 Founder Shares + 572 Ordinary Shares (New Investors) + 333 Ordinary Shares (Convertible Note) |
| Share Classes | Founder Shares and Ordinary Shares |
Dual-Class Share Structure: The Company's Amended and Restated Constitution establishes two classes of shares. Founder Shares carry 1,000 votes per share on a poll. Ordinary Shares carry 1 vote per share on a poll. Both classes rank pari passu in all other respects, including dividends and distributions on winding up. All shares issued to new investors (including in this Offering) and upon conversion of convertible instruments will be Ordinary Shares.
Directors and Officers
Board of Directors
| Name | Position | Appointment Date |
|---|---|---|
| Dr. Nima Golsharifi | Director, Co-founder | 2023 |
| Lim Chee Meng | Director, Co-founder | 2023 |
| INVEST GLOBALLY CONSULTING FZE | Director, Co-founder | 2026 |
Director Profiles
Officers
| Position | Name | Responsibilities |
|---|---|---|
| Company Secretary | To be appointed | Corporate compliance, statutory filings |
| Chief Executive Officer | To be confirmed | Day-to-day management |
| Chief Technology Officer | To be appointed | Technology and product development |
| Chief Financial Officer | To be appointed | Financial management and reporting |
Post-Investment Board Composition
| Representation | Seats | Notes |
|---|---|---|
| Founders/Management | 5 | Existing co-founders and key executives |
| Investor Directors | 1 | Lead Investor appointment right (US$50M+ investment) |
| Independent Directors | 1 | To be mutually agreed |
| Total | 7 |
The proposed board structure provides founders with operational control while ensuring investor representation and independent oversight. Final composition will be confirmed in the Shareholders' Agreement.
Shareholders
Current 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% |
Post-Investment Capitalisation (Fully Diluted)
| Shareholder | Shares (Class) | Economic % |
|---|---|---|
| Dr. Nima Golsharifi | 500 (Founder) | 26.25% |
| Lim Chee Meng | 300 (Founder) | 15.75% |
| INVEST GLOBALLY CONSULTING FZE | 200 (Founder) | 10.50% |
| Dianelum S.A. (Convertible Note) | 333 (Ordinary) | 17.50% |
| New Investors (This Offering) | 572 (Ordinary) | 30.00% |
| Total | 1,905 | 100% |
Voting Control: Founder Shares carry 1,000 votes per share on a poll, while Ordinary Shares carry 1 vote per share. As a result, the Founders will collectively retain majority voting control post-investment, notwithstanding their 52.5% economic interest. Both Dianelum and new investors will receive Ordinary Shares. See Investment Terms for details on the convertible note conversion.
Shareholder Rights
| Right | Description |
|---|---|
| Voting | 1,000 votes per Founder Share; 1 vote per Ordinary Share |
| Dividends | Pro rata participation in declared dividends |
| Liquidation | Pro rata distribution on winding up |
| Pre-emptive Rights | Subject to Shareholders Agreement |
| Tag-Along | Subject to Shareholders Agreement |
| Drag-Along | Subject to Shareholders Agreement |
Intellectual Property Ownership Structure
Overview
NuBatt's IP portfolio consists of two distinct components:
| Category | Count | Jurisdictions | Ownership |
|---|---|---|---|
| Owned Patents | 8 patent families | Singapore (6) and United States (8) | Full ownership by NuBatt |
| Licensed Patents | 3 US patents | USPTO | Licensed from NDB Inc. |
| Total Portfolio | 11 patent families |
Patents Owned by NuBatt
The following patents are wholly owned by NuBatt Pte. Ltd. The original six Singapore applications were assigned from the inventor in 2024. In March 2026, corresponding US applications were filed for all six Singapore patents, plus two additional new inventions:
Singapore Applications (Filed 2024-2025)
| No. | Application No. | Title | US Counterpart | Status |
|---|---|---|---|---|
| 1 | 10202500575S | Liquid Transducer Radioisotope-Powered Nuclear Voltaic System | 19/556,533 | Filed |
| 2 | 10202500576V | Gaseous Xenon-Based Nuclear Voltaic Power Source Using Radioisotopes in Aerosol Form | 19/556,743 | Filed |
| 3 | 10202500577W | Noble Gases-Based Nuclear Voltaic Power Source Using Radioisotopes in Aerosol Form | 19/557,213 | Filed |
| 4 | 10202500578Y | Liquid Xenon-Powered Nuclear Voltaic System Utilising Radioactive Isotopes | 19/557,231 | Filed |
| 5 | 10202500617Q | Nuclear Voltaic System | 19/557,532 | Filed |
| 6 | 11202403397U | Nuclear Voltaic Power-Source | 19/557,901 | Filed |
US-Only Applications (Filed March 2026)
| No. | Application No. | Title | Status |
|---|---|---|---|
| 7 | 19/558,443 | Liquid Scintillator Transducer-Powered Nuclear Voltaic System | Filed |
| 8 | 19/558,459 | High-Efficiency Quantum-Enhanced Microcrystalline Converter for Nuclear Voltaic Power Systems | Filed |
Ownership Chain
Assignment Details
| Item | Details |
|---|---|
| Assignor 1 | Dr. Nima Golsharifi (co-inventor) |
| Assignor 2 | Mohamed Abdelbaset Ahmed (co-inventor) |
| Assignee | NuBatt Pte. Ltd. |
| Assignment Date | 1 May 2025 |
| Scope | Full right, title, and interest — irrevocable, unconditional, absolute |
| Encumbrances | None |
| Improvements | All improvements by either party vest in NuBatt |
| Governing Law | State of Illinois, United States |
| US Filing Date | March 3-5, 2026 |
NDB License Agreement Summary
Grant of License
| Term | Details |
|---|---|
| Licensor | NDB Inc. (Wyoming, USA) |
| Licensee | NuBatt Pte. Ltd. (Singapore) |
| Effective Date | May 11, 2024 |
| Geographic Scope | Worldwide |
| Duration | Perpetual (for the life of the patents) |
| Revocability | Irrevocable |
| Sublicensing | Permitted |
| Exclusivity | Non-exclusive |
Licensed Rights
The license grants NuBatt the right to:
Make
Manufacture products using licensed technology
Use
Utilise licensed technology in operations
Sell
Commercialise products incorporating licensed technology
Offer for Sale
Market and promote licensed products
Import
Bring licensed products into any jurisdiction
Develop
Create derivatives and improvements
Commercialise
Full commercial exploitation rights
Financial Terms
| Item | Details |
|---|---|
| Upfront Payment | None |
| Royalty Rate | 2% of after-tax profit |
| Royalty Basis | Net profit after taxes attributable to licensed products |
| Minimum Royalty | None |
| Payment Frequency | [Per agreement terms] |
Key Protective Provisions
The license agreement structure provides significant protection for NuBatt.
| Provision | Benefit to NuBatt |
|---|---|
| Improvements | All improvements owned solely by NuBatt |
| IP Assignment Restriction | NDB cannot assign licensed IP without NuBatt consent |
| Right of First Refusal | NuBatt has ROFR if NDB sells licensed IP |
| Change of Control Protection | License survives change of control at NDB |
| Patent Prosecution | NDB responsible for maintaining patents |
| Infringement Defense | NuBatt controls defense of licensed patents |
Termination
| Scenario | Consequence |
|---|---|
| By NuBatt | May terminate with 30 days written notice |
| By NDB | No unilateral termination right |
| Patent Expiration | License continues until last licensed patent expires |
| NDB Insolvency | License survives |
| NDB Change of Control | License survives |
Risk Mitigation
The license agreement structure provides significant protection:
| Risk | Mitigation |
|---|---|
| Licensor termination | Irrevocable license—NDB cannot terminate |
| IP sale by NDB | NuBatt consent required; ROFR applies |
| NDB financial distress | License survives bankruptcy |
| Technology lock-in | NuBatt owns all improvements |
| Cost uncertainty | Fixed 2% royalty; no escalation |
Material Contracts
Legal Proceedings
Current Status
NuBatt Pte. Ltd. is not a party to any material legal proceedings.
| Category | Status |
|---|---|
| Pending Litigation | None |
| Threatened Litigation | None |
| Arbitration | None |
| Regulatory Actions | None |
| IP Disputes | None |
| Employment Claims | None |
| Tax Disputes | None |
Clean Entity Status
As a recently incorporated entity, NuBatt has:
| Factor | Status |
|---|---|
| Legacy liabilities | None |
| Historical disputes | None |
| Pre-incorporation claims | None |
| Contingent liabilities | None known |
Legal Compliance
| Area | Status |
|---|---|
| Corporate filings | Current |
| Tax compliance | Current |
| Regulatory compliance | In good standing |
| Contractual obligations | Current |
Governance
Governance Framework
| Document | Purpose |
|---|---|
| Constitution | Company's constitutional document governing internal affairs |
| Board Resolutions | Record of board decisions |
| Shareholders Agreement | To be executed with new investors |
Board Governance
| Practice | Description |
|---|---|
| Board Meetings | Regular meetings as required by Constitution |
| Decision Making | Majority voting unless Constitution specifies otherwise |
| Chairman | Elected by majority of votes of Founder Share holders |
| Reserved Matters | Certain matters require 75% special resolution (see below) |
| Minutes | Formal record of all meetings |
Constitutional Reserved Matters
Pursuant to Regulation 73A of the Constitution, the following actions require prior approval by a special resolution of the company (75% of total votes cast on a poll):
| Reserved Matter | Threshold |
|---|---|
| Borrowing or incurring indebtedness >US$50,000 (outside ordinary course) | 75% special resolution |
| Creating mortgages, charges, or encumbrances on assets >US$50,000 | 75% special resolution |
| Entering non-ordinary course contracts >US$50,000 | 75% special resolution |
| Disposing of all or substantially all assets or IP | 75% special resolution |
| M&A, mergers, consolidations, or corporate reconstructions | 75% special resolution |
| Commencing litigation or arbitration where amount >US$50,000 | 75% special resolution |
| Related party transactions | 75% special resolution |
| Making loans or advances (outside ordinary course) | 75% special resolution |
| Changing the nature of the company's business | 75% special resolution |
| Declaring or paying dividends | 75% special resolution |
| Appointing or removing auditors | 75% special resolution |
Constitutional Protections
| Protection | Description |
|---|---|
| Amendment of Constitution | Requires: (a) special resolution at general meeting, (b) special resolution of Founder Share holders (75%), and (c) consent of majority of convertible instrument holders (if any outstanding) |
| Deadlock Resolution | If a deadlock arises on material matters, the Chairman (a Founder Share holder) has final binding determination power, subject to not altering share class rights or requiring additional financial commitments |
| Right of First Offer | Any member wishing to transfer shares must first offer them to other members pro rata |
| Tag-Along Rights | Non-transferring members may participate in proposed third-party transfers on the same terms |
| Drag-Along Rights | Members holding ≥75% of total votes may require all members to participate in a qualifying sale |
Post-Investment Governance
The following governance matters will be addressed in the Shareholders Agreement:
| Matter | To Be Agreed |
|---|---|
| Board Composition | Number of seats, investor representation |
| Observer Rights | Investor board meeting observation |
| Reserved Matters | Decisions requiring investor consent |
| Information Rights | Financial reporting, budget approval |
| Anti-Dilution | Protection mechanisms for investors |
| Pre-emptive Rights | Rights on future issuances |
| Transfer Restrictions | Limitations on share transfers |
| Tag-Along/Drag-Along | Co-sale rights and obligations |
| Founder Vesting | Management equity vesting terms |
Proposed Investor Protections
Board Seat
Investor nominee(s) on board
Consent Rights
Approval required for major decisions
Information Rights
Monthly/quarterly financial reporting
Inspection Rights
Access to books and records
Anti-Dilution
Weighted average anti-dilution
Liquidation Preference
1× non-participating preference
Related Party Transactions
Disclosure: This section describes relationships and transactions between the Company and parties who may have interests that differ from those of investors.
NDB Inc. Relationship
| Factor | Description |
|---|---|
| Nature of Relationship | Licensor only |
| Ownership Connection | None—NDB has no ownership in NuBatt |
| Management Overlap | None—separate management teams |
| Operational Independence | Fully independent operations |
| Transaction Terms | Arms-length license agreement |
Important: NuBatt and NDB Inc. are completely separate and independent entities. NDB has no ownership interest in NuBatt and does not control NuBatt's operations.
NDB Royalty Calculation
| Term | Details |
|---|---|
| Royalty Rate | 2% of after-tax profit |
| Calculation Basis | Net profit after Singapore corporate tax (17%) attributable to products using licensed NDB patents |
| Audit Rights | NDB has the right to audit royalty calculations |
| Dispute Resolution | Per license agreement terms |
| Tax Treatment | Royalty payments are expected to be tax-deductible operating expenses |
Shareholder Relationships
Founder Shareholders
| Party | Role | Shareholding | Related Transactions |
|---|---|---|---|
| Dr. Nima Golsharifi | Director, Co-founder, Executive Officer | 500 shares (50%) | Patent assignment for S$10 + valuable consideration |
| Lim Chee Meng | Director, Co-founder, Strategy Officer | 300 shares (30%) | None |
| INVEST GLOBALLY CONSULTING FZE | Director, Co-founder, General Counsel & Legal Advisor | 200 shares (20%) | None |
Founder Relationships
Dr. Nima Golsharifi Conflict Disclosure
| Aspect | Disclosure |
|---|---|
| Role | Co-inventor of 8 NuBatt patent families (SG & US); Director; Executive Officer |
| Patent Assignment | Assigned all rights to NuBatt via Deed of Assignment dated 1 May 2025 |
| Ongoing Interest | Executive compensation (to be determined); potential equity incentives |
| Conflict Management | Will recuse from board decisions where personally interested |
INVEST GLOBALLY CONSULTING FZE Conflict Disclosure
| Aspect | Disclosure |
|---|---|
| Role | Director; General Counsel & Legal Advisor |
| Conflict Management | In any matter where there is a dispute or potential conflict of interest between Shareholders, the Company shall engage independent Singapore-qualified legal counsel (other than INVEST GLOBALLY CONSULTING FZE or any firm in which he has an interest), and INVEST GLOBALLY CONSULTING FZE shall recuse himself from providing legal advice to the Company on such matter |
Convertible Note Holder
| Party | Relationship | Transaction |
|---|---|---|
| Dianelum S.A. | Convertible note holder | $1M facility ($145K drawn) — converts automatically upon Qualified Financing at terms substantially more favorable than the Offering price |
Note: Dianelum S.A. holds a convertible note that converts automatically upon this Offering closing. Through the application of a share premium, the note holder will receive shares representing 17.5% of the post-closing share capital for the conversion of its US$1,000,000 note. This conversion is at a significant discount to the Offering price of US$208,250 per share, reflecting the early-stage risk assumed by the note holder. Investors should consider this dilutive effect when evaluating their investment.
Related Party Transaction Policy
The Company will adopt a related party transaction policy requiring:
| Requirement | Description |
|---|---|
| Disclosure | Full disclosure of any related party interests |
| Board Approval | Independent director approval for related party transactions |
| Fair Terms | Arms-length terms for all related party dealings |
| Documentation | Formal documentation of all related party transactions |
| Annual Review | Annual review of all related party transactions by the Board |
| Investor Notification | Material related party transactions to be disclosed to investors |
Insurance
Planned Insurance Coverage
| Type | Purpose | Status |
|---|---|---|
| Directors & Officers (D&O) | Protect directors and officers from personal liability | To be obtained |
| General Liability | Third-party bodily injury and property damage | To be obtained |
| Professional Liability | Errors and omissions in professional services | To be obtained |
| Nuclear Liability | Coverage for nuclear-related incidents | To be obtained as required |
| Property Insurance | Facility and equipment coverage | To be obtained |
| Business Interruption | Coverage for operational disruptions | To be obtained |
| Cyber Liability | Data breach and cyber incident coverage | To be obtained |
| Workers' Compensation | Employee injury coverage | To be obtained |
Nuclear-Specific Insurance
Specialised insurance coverage is required for nuclear-related operations.
| Consideration | Description |
|---|---|
| Regulatory Requirements | Insurance as required by NEA and nuclear regulations |
| Third-Party Coverage | Liability for nuclear incidents |
| Transport Insurance | Coverage for isotope and product transport |
| Specialised Markets | Nuclear insurance pools and specialty insurers |
Insurance Approach
| Principle | Implementation |
|---|---|
| Adequate Coverage | Limits appropriate to risk exposure |
| Reputable Insurers | A-rated insurance carriers |
| Regular Review | Annual policy review and adjustment |
| Compliance | Meet all regulatory insurance requirements |
Singapore Legal Framework
Summary
Corporate Highlights
Clean Entity
No legacy liabilities or disputes
Clear IP Ownership
8 owned patent families, 3 licensed patents
Strong License
Perpetual, irrevocable, worldwide license
Good Standing
Compliant with Singapore law
Governance Ready
Framework for investor governance
Investment Structure
| Element | Details |
|---|---|
| Investment Vehicle | NuBatt Pte. Ltd. |
| Jurisdiction | Singapore |
| Post-Investment Equity | 30% to new investors |
| Governance | Board representation negotiable |
| Protections | Standard investor protections available |
Legal Framework Advantages
| Advantage | Benefit |
|---|---|
| Singapore Jurisdiction | Strong rule of law, efficient courts |
| Clear Regulatory Framework | Well-defined nuclear and corporate regulations |
| IP Protection | Strong patent enforcement |
| Business-Friendly | Efficient corporate administration |
| International Recognition | Extensive treaty network |
[End of Corporate & Legal Structure]