Securities & Regulatory Disclosures

Securities Offered

Overview

Item	Details
Issuer	NuBatt Pte. Ltd.
Security Type	Ordinary shares
Jurisdiction of Issuance	Republic of Singapore
Governing Law	Laws of Singapore
Currency	United States Dollars (USD)

Terms of Securities

Term	Details
Total Offering	US$119,000,000
Equity Offered	30% of post-investment share capital
Implied Pre-Money Valuation	~US$397,000,000
Implied Post-Money Valuation	~US$516,000,000
Price Per Share	To be determined at closing
Share Class	Ordinary shares (unless otherwise negotiated)

Investment Structure

Component	Amount
Lead Investor	US$100,000,000
Co-Investors	US$19,000,000
Total Raise	US$119,000,000

Rights of Shareholders

Ordinary shares carry the following rights:

Right	Description
Voting	One vote per share on all matters submitted to shareholders
Dividends	Pro rata participation in dividends if and when declared
Liquidation	Pro rata participation in net assets on winding up
Information	Rights as specified in Shareholders Agreement
Pre-emptive	As specified in Shareholders Agreement

Offering Exemption

Singapore Securities and Futures Act

This Offering is being conducted in reliance on exemptions from the prospectus requirements under the Securities and Futures Act 2001 of Singapore ("SFA").

Exemption	SFA Section	Applicable Investors
Institutional Investors	Section 274	Banks, insurance companies, statutory bodies
Accredited Investors	Section 275(1)	High net worth individuals, qualified corporations
Small Offer	Section 275(1A)	Offers to ≤50 persons within 12 months

This Offering may be made to persons who are "institutional investors" as defined under Section 4A of the SFA:

Type	Description
Banks	Licensed under the Banking Act
Insurance Companies	Licensed under the Insurance Act
Trust Companies	Licensed under the Trust Companies Act
Government Bodies	Statutory boards, government agencies
Pension Funds	Approved pension or provident funds
Collective Investment Schemes	Holders of capital markets services licence

No Public Offering

This Memorandum is not for public distribution. Distribution is limited to qualified recipients only.

Restriction	Application
No General Solicitation	This Memorandum is not for public distribution
No Advertising	No public advertisement of the Offering
Private Distribution	Distribution limited to qualified recipients
No Trading	Securities not listed on any exchange

US Person Exclusion

This Offering is not being made to "U.S. persons" as defined under Regulation S of the U.S. Securities Act of 1933.

Restriction	Application
No US Offers	Securities not offered or sold in the United States
No US Purchasers	Not offered to US persons
Regulation S Reliance	Offshore transaction exemption
Representation Required	Investors represent non-US person status

Transfer Restrictions

General Restrictions

Restriction	Description
No Public Market	There is no public trading market for the shares
Transfer Approval	Transfers require board and/or shareholder approval
Right of First Refusal	Existing shareholders may have ROFR rights
Holding Period	Securities should be held as long-term investments
Legend Requirements	Share certificates will bear restrictive legends

All share certificates issued in this Offering will bear a legend substantially as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND THE RESTRICTIONS SET FORTH IN THE COMPANY'S CONSTITUTIONAL DOCUMENTS AND ANY SHAREHOLDERS AGREEMENT.

Lock-Up Provisions

Party	Lock-Up Period	Notes
Founders/Management	Subject to negotiation	Standard 2-4 year vesting
New Investors	Subject to negotiation	Typically limited restrictions

Specific lock-up terms will be set forth in the Shareholders Agreement.

Pre-Approved Transfers

Type	Conditions
Estate Planning	Transfers to family trusts or estate vehicles
Affiliate Transfers	Transfers to controlled affiliates
Fund Distributions	Distributions to fund limited partners
Pledges	Pledges to lending institutions (with restrictions)

Investor Qualifications

Eligibility Requirements

Requirement	Description
Investor Status	Must qualify as institutional or accredited investor
Sophistication	Ability to evaluate investment merits and risks
Financial Capacity	Ability to bear complete loss of investment
Long-Term Commitment	Understanding of illiquid nature

Minimum Investment

Item	Details
Minimum Subscription	To be determined
Currency	United States Dollars
Closing	Single closing anticipated

Investor Representations

Each investor will be required to represent and warrant:

Representation	Description
Accredited Status	Qualifies as accredited/institutional investor
Investment Intent	Acquiring shares for own account, not for distribution
Sophistication	Has knowledge and experience to evaluate investment
Financial Capacity	Can afford complete loss of investment
Information Access	Has received and reviewed this Memorandum
Independent Decision	Making independent investment decision
No US Person	Is not a US person (if applicable)

Subscription Process

Process Overview

Receipt of Materials - Receive this Memorandum and supporting documents

Due Diligence - Review information, conduct due diligence

Investor Verification - Complete KYC/AML verification

Subscription Agreement - Execute subscription agreement

Payment - Transfer subscription funds

Acceptance - Company accepts or rejects subscription

Closing - Shares issued upon closing

Subscription Agreement

Investors will execute a subscription agreement containing:

Provision	Description
Investment Amount	Amount of investment and shares subscribed
Representations	Investor representations and warranties
Conditions	Conditions to closing
Governing Law	Singapore law

Payment Procedures

Item	Details
Method	Wire transfer to designated account
Currency	United States Dollars
Timing	Prior to or at closing
Escrow	Funds may be held in escrow pending closing

Acceptance and Rejection

Right	Description
Company Acceptance	Company reserves right to accept or reject any subscription
Partial Acceptance	Company may accept subscriptions for reduced amounts
Rejection	Company may reject subscriptions in its sole discretion
Refund	Rejected subscriptions refunded without interest

Closing Conditions

Condition	Description
Minimum Raise	Achievement of minimum investment threshold
Documentation	Execution of all transaction documents
Representations	Accuracy of all representations
Compliance	Compliance with applicable laws
No Material Change	No material adverse change in Company

Anti-Money Laundering Compliance

Know Your Customer (KYC)

All prospective investors must complete KYC verification before subscription can be accepted.

Requirement	Individual Investors	Corporate Investors
Identification	Passport, national ID	Certificate of incorporation
Address Verification	Utility bill, bank statement	Registered office documentation
Source of Funds	Declaration of source	Corporate documentation
Background Check	Sanctions screening	UBO and director screening

Beneficial Ownership

Requirement	Description
Ultimate Beneficial Owners	Disclosure of individuals owning >25%
Control Persons	Identification of controlling parties
Authorised Signatories	Verification of signing authority

AML Compliance Framework

Element	Description
Singapore Requirements	Compliance with Singapore AML laws
FATF Standards	Adherence to international standards
Sanctions Screening	OFAC, UN, and other sanctions lists
PEP Screening	Politically exposed persons verification

Right to Reject

The Company reserves the right to:

Action	Circumstances
Reject Subscription	Failure to complete KYC
Request Information	Additional due diligence
Terminate	Suspicious activity concerns
Report	Suspicious transactions to authorities

Privacy Notice

Data Collection

The Company collects personal data in connection with this Offering:

Data Type	Purpose
Identity Information	Name, identification numbers, date of birth
Contact Information	Address, email, telephone
Financial Information	Accreditation verification, source of funds
Investment Information	Subscription amount, shareholding

Legal Basis for Processing

Basis	Application
Contractual Necessity	Required to process subscription
Legal Obligation	AML, tax reporting requirements
Legitimate Interest	Investor communications, corporate actions

Singapore PDPA Compliance

The Company complies with the Personal Data Protection Act 2012:

Obligation	Implementation
Consent	Obtained for data collection and use
Purpose Limitation	Data used only for stated purposes
Access	Investors may request access to their data
Correction	Investors may request corrections
Protection	Appropriate security measures implemented

Recipient	Purpose
Legal Counsel	Legal compliance, documentation
Auditors	Financial audit, compliance verification
Regulators	Regulatory reporting requirements
Service Providers	Share registry, transfer agent
Tax Authorities	Tax reporting obligations

Data Retention

Period	Application
Active Investment	Duration of shareholding
Post-Exit	7 years minimum (legal requirements)
Rejected Subscriptions	5 years minimum

Investor Data Rights

Access

Request copy of personal data held

Correction

Request correction of inaccurate data

Portability

Request data in portable format

Withdrawal

Withdraw consent (subject to legal obligations)

Tax Considerations

THE FOLLOWING TAX SUMMARY IS GENERAL IN NATURE AND IS NOT INTENDED AS TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY.

Singapore Tax Considerations

Item	Details
Corporate Tax Rate	17% on chargeable income
Tax Incentives	Pioneer status, R&D incentives may apply
Tax Treaties	Singapore has extensive tax treaty network

Investor Tax Responsibilities

Responsibility	Description
Own Tax Advice	Investors should obtain independent tax advice
Jurisdictional Variations	Tax treatment varies by investor jurisdiction
Reporting Obligations	Investors responsible for own tax reporting
Withholding	Company may be required to withhold taxes in certain cases

Information Reporting

Requirement	Description
CRS	Common Reporting Standard compliance
FATCA	Foreign Account Tax Compliance Act (US investors excluded)
Local Requirements	Compliance with local tax information exchange

Reporting Obligations

Company Reporting to Investors

Report	Frequency	Content
Annual Financial Statements	Annually	Audited financial statements
Quarterly Updates	Quarterly	Business update, key metrics
Material Events	As they occur	Material developments
Budget	Annually	Annual budget and business plan

Financial Statements

Element	Details
Accounting Standards	Singapore Financial Reporting Standards
Audit	Annual audit by approved auditor
Timing	Within 6 months of financial year end
Distribution	To all shareholders

Material Event Notifications

The Company will notify investors of material events including:

Event	Notification
Financing Rounds	Equity or debt financings
Major Contracts	Material customer or supplier contracts
Litigation	Material legal proceedings
Management Changes	Key executive appointments or departures
Regulatory Matters	Significant regulatory developments
M&A Activity	Mergers, acquisitions, or divestitures

Investor Access

Right	Description
Information Rights	Access to financial and operating information
Inspection Rights	Reasonable access to books and records
Management Access	Reasonable access to management for Q&A

Amendment and Waiver

Amendment of Transaction Documents

Document	Amendment Procedure
Constitution	Shareholder approval per Constitution
Shareholders Agreement	As specified in Agreement (typically majority consent)
Subscription Agreement	Mutual written consent

Matter	Threshold
Administrative Amendments	Board approval
Material Amendments	[Majority/Supermajority] shareholder approval
Amendment to Rights	Affected class consent

Waiver Provisions

Principle	Application
Written Waiver	Waivers must be in writing
No Implied Waiver	Failure to enforce not a waiver
Specific Waiver	Waiver does not extend to other provisions

Governing Law and Disputes

Governing Law

Element	Governing Law
This Memorandum	Laws of Singapore
Constitution	Laws of Singapore
Shareholders Agreement	Laws of Singapore
Subscription Agreement	Laws of Singapore

Jurisdiction

Forum	Application
Primary	Courts of Singapore
Exclusive	Parties submit to exclusive jurisdiction
Service	Service of process provisions

Dispute Resolution

Negotiation - Good faith negotiation

Mediation - Optional mediation if agreed

Litigation - Singapore courts

Alternative: Arbitration provisions may be included in transaction documents.

Arbitration (if applicable)

Term	Details
Institution	Singapore International Arbitration Centre (SIAC)
Rules	SIAC Rules
Seat	Singapore
Language	English
Number of Arbitrators	[One/Three]
Finality	Award final and binding

Important Disclaimers

Forward-Looking Statements

This Memorandum contains forward-looking statements. Actual results may differ materially from projections.

Indicator	Examples
Words	"Expect," "anticipate," "project," "estimate," "intend," "plan," "believe"
Topics	Future revenues, market size, growth rates, product development

Warning	Description
Uncertainty	Forward-looking statements involve known and unknown risks
No Guarantee	Actual results may differ materially from projections
No Update	Company not obligated to update forward-looking statements

Investment Risks

Investment in the Company involves a high degree of risk. Investors may lose their entire investment.

Warning	Description
High Risk	Investment in the Company involves a high degree of risk
Loss of Investment	Investors may lose their entire investment
No Guarantee	There is no guarantee of any return on investment
Illiquidity	Securities are illiquid and may not be readily sold

No Guarantee of Returns

Statement	Description
No Profit Guarantee	Company may not achieve profitability
No Dividend Guarantee	No assurance that dividends will be paid
No Exit Guarantee	No assurance of exit opportunity or IPO
No Valuation Guarantee	Future valuations may be lower than current

Independent Advice

Recommendation	Description
Legal Counsel	Consult independent legal advisor
Tax Advisor	Consult independent tax advisor
Financial Advisor	Consult independent financial advisor
Own Judgment	Make investment decision based on own judgment

Information Accuracy

Statement	Description
Best Knowledge	Information believed accurate as of date of Memorandum
No Warranty	No warranty of completeness or accuracy
Subject to Change	Information may change without notice
Due Diligence	Investors should conduct own due diligence

Investor Acknowledgments

By subscribing for shares, each investor acknowledges:

Receipt

Has received and reviewed this Memorandum

Understanding

Understands the risks of investment

Qualification

Meets investor qualification requirements

Capacity

Has full power and authority to invest

Own Decision

Is making an independent investment decision

No Reliance

Is not relying on any representation not in this Memorandum

Illiquidity

Understands the illiquid nature of the securities

Risk of Loss

Can afford to bear the complete loss of investment

Summary

Key Disclosures

Item	Summary
Security	Ordinary shares of NuBatt Pte. Ltd.
Exemption	Singapore SFA Sections 274, 275, 276
Restrictions	Securities are restricted; no public market
Qualifications	Institutional/accredited investors only
Governing Law	Singapore
Risks	High risk; potential loss of entire investment

Investor Obligations

Obligation	Description
Verification	Complete KYC/AML requirements
Documentation	Execute subscription agreement
Payment	Fund subscription amount
Compliance	Comply with transfer restrictions
Tax	Responsible for own tax obligations

Company Obligations

Obligation	Description
Reporting	Provide required financial and business reports
Governance	Maintain corporate governance standards
Compliance	Comply with Singapore law
Information	Provide access to information as agreed

[End of Securities & Regulatory Disclosures]