An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.
PRELIMINARY OFFERING CIRCULAR - SUBJECT TO COMPLETION – DATED SEPTEMBER 13, 2023
AVVENIRE ELECTRIC VEHICLE INTERNATIONAL CORP.
Registrant’s principal address: 3172 North Rainbow Boulevard #1254, Las Vegas, NV 89108
Registrant’s telephone number, including area code: (647) 556-3824
Registrant’s website: www.aavenire.ca
Avvenire Electric Vehicle International Corp. (herein referred to as “we,” “us,” “our,” and the “Company”) is offering up to 50,000,000 units (“Units”), each consisting of one share of our common stock with one warrant to purchase one share of common stock. We intend to offer Units at $1.50 each for gross proceeds of up to $75,000,000. The minimum investment established for each investor is $1,000. The sale of Units will commence once this Offering Circular, as amended from time-to-time, is qualified by the Securities and Exchange Commission (“SEC”). For more information on the securities offered hereby, please see the item titled “Securities Being Offered” on page 34.
Price of Common Stock | Price to Public [1] | Underwriting Discount and Commissions [2] | Proceeds to Issuer [3] | Proceeds to Other Persons | ||||||||||||
Per Unit | $ | 1.50 | $ | 0.075 | $ | 1.425 | $ | 0.00 | ||||||||
Total Maximum | $ | 75,000,000 | $ | 3,760,000 | $ | 71,240,000 | $ | 0.00 |
(1) | There is no minimum offering amount and no provision to escrow or return investor funds if any minimum number of Units is not sold. |
(2) | Entoro Securities, LLC, referred to herein as the “Broker”, has been engaged by the Company for administrative and compliance related services and as placement agent in connection with this offering. We will pay Entoro a commission equal to 1% of gross offering proceeds during the term of our placement agent agreement with Entoro, except in cases that Entoro has facilitated the sale of Shares, in which case we will pay Entoro a commission equal to 5% of the gross offering proceeds. Please see “Plan of Distribution” for additional information. |
(3) | We expect to incur expenses relating to this offering in addition to the fees due to Broker, including, but not limited to, legal, accounting, marketing, travel, technology, and other miscellaneous expenses, which are not included in the foregoing table. See “Use of Proceeds” for more detail. |
Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
Our common stock and Warrants are not now listed on any national securities exchange, quotation system or the Nasdaq stock market and there is no market for our securities. There is no guarantee, and it is unlikely, that an active trading market will develop in our securities and investors should expect to hold the Units indefinitely.
We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (“JOBS Act”).
This offering is being made pursuant to Tier 2 of Regulation A (Regulation A Plus), following the Form 1-A Offering Circular disclosure format.
This offering is highly speculative, and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” on Page 6.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
TABLE OF CONTENTS
2 |
This summary highlights some of the information in this circular. It is not complete and may not contain all of the information that you may want to consider. To understand this offering fully, you should carefully read the entire circular, including the section entitled “Risk Factors” and the exhibits, before making a decision to invest in our securities. Unless otherwise noted or unless the context otherwise requires, the terms “we,” “us,” “our,” and the “Company” refer to Avvenire Electric Vehicle International Corp. and its subsidiaries.
The Company
The Company was formed in Nevada on September 15, 2022 to produce a suite of innovative next-generation on-road and off-road light electric vehicles (LEVs) to launch in North America and select global markets.
In September 2022, the Company acquired the right, title and interests in all concepts, inventions, confidential information, know-how, intellectual property, molds and equipment for a lineup of cutting-edge, cost-effective, environmentally sustainable and holistic transportation solutions for everyday use. All of the acquired assets are currently prototypes and the mold for each LEV is currently under construction, except for one model for which the mold has been completed. The proceeds of this Regulation A offering will be used to continue work on and complete its prototypes, begin manufacturing of its products, develop new products and build out its own production facilities, warehouses, fulfillment centers and showrooms.
Aldo Baiocchi is currently the Company’s sole officer and director. The Board of Directors is elected by the Company’s shareholders annually and the Company’s officers are appointed by the Company’s directors.
Our principal address is located at 3172 North Rainbow Boulevard #1254, Las Vegas, NV 89108, and our telephone number is (647) 556-3824.
Going Concern
The consolidated financial statements included in this Offering Circular have been prepared on a going concern basis which assumes our Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.
The ability to continue as a going concern is dependent upon our Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Our Company’s ability to raise additional capital through the future issuances of debt or equity is unknown. The obtainment of additional financing, the successful development of our Company’s contemplated plan of operations, or its attainment of profitable operations are necessary for our Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about our Company’s ability to continue as a going concern. The consolidated financial statements of our Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
3 |
Capitalization
Prior to this offering, the Company had the following securities issued and outstanding:
200,000,000 Shares of common stock
200,000,000 Warrants
Following this offering authorizing the issuance of 50,000,000 Units, assuming all offered, the Company will have the following securities issued and outstanding, assuming no additional securities are issued and no Warrants are exercised:
250,000,000 Shares of common stock
250,000,000 Warrants
Conflicts of Interests
The Company’s management and their affiliates may engage in and possess interests in other business ventures of any and every type or description, independently or with others, whether similar or dissimilar to the Company’s business. Neither the Company nor any investor shall have any right, title, or interest in or to such independent ventures. The Company may engage affiliates of the Company’s management to provide services to the Company. AEV is an affiliate of our sole officer and director and, thus, the purchase of our assets from AEV was not an arm’s length transaction.
Use of Proceeds
In general, the Company will use net proceeds from the offering to continue to complete its prototypes, begin manufacturing of its products, develop new products and build out its own production facilities, warehouses, fulfillment centers and showrooms. See “Use of Proceeds” on page 19 for more detail.
Reporting
We are not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Securities Act of 1933, as amended (the “Securities Act”). Rather, we will be subject to the more limited reporting requirements under Tier 2 of Regulation A, including the obligation to electronically file:
● | annual reports (including disclosure relating to our business operations for the preceding three fiscal years, or, if in existence for less than three years, since inception, related party transactions, beneficial ownership of the issuer’s securities, executive officers and directors and certain executive compensation information, management’s discussion and analysis (“MD&A”) of the issuer’s liquidity, capital resources, and results of operations, and two years of audited financial statements); | |
● | semiannual reports (including disclosure primarily relating to the issuer’s interim financial statements and MD&A); and | |
● | current reports for certain material events. |
At any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A.
If and when we become subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), we intend to qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which will entitle us to take advantage of certain reduced reporting requirements and relieve us certain other significant requirements that are otherwise generally applicable to public companies.
4 |
The Offering
This offering circular relates to the sale of up to 50,000,000 Units consisting of one Share of our common stock and one Warrant to buy a Share of our common stock. Units will be offered at a price of $1.50 each, for gross proceeds of up to $75,000,000, assuming all Units are sold. There is no minimum offering amount and no provision to escrow or return investor funds if any minimum number of Units is not sold. The minimum investment amount established for each investor is $1,000. All funds raised by the Company from this offering will be immediately available for the Company’s use.
No Warrant may be exercised until at least one year from its issuance. Further, Warrants may not be exercised unless the Shares underlying the Warrants (“Underlying Shares”) have been included in an offering under Tier 2 of Regulation A promulgated under the Securities Act or are otherwise registered with the SEC. When eligible, Warrants may be exercised at a price of $3.00 per Share. Notwithstanding the foregoing, in the event the Shares become publicly traded (on national securities exchange or over the counter market or alternative trading system) and trade at a price of $3.25 or more, the termination date of the Warrants will be accelerated to the day thirty (30) days from the first date the Shares trade at such price. Warrants will expire October 21, 2027. Warrants may not be transferred without consent from the Company. Further, The Company is under no obligation to include the Underlying Shares in any Regulation A offering or to otherwise register the Underlying Shares with the SEC.
This offering will terminate at the earlier to occur of: (i) all Units offered hereby are sold, or (ii) three years from the date this Offering Circular is qualified with the SEC. Notwithstanding the foregoing, the Company may amend, terminate, or rescind this offering, in its sole discretion, at which time it will file an amendment to the Offering Statement or supplement to the Offering Circular, as appropriate.
Units are being offered on a “best efforts” basis. We have engaged Entoro Securities, LLC to act as the Broker of record and placement agent in connection with this offering.
We have engaged Issuance, Inc. (“Issuance”) to provide the technology platform and related services being used to obtain subscriptions for Units.
In order to subscribe to purchase the interests, a prospective investor must go to our website, https://avvenire.com/investors-reg-A/, and complete a subscription agreement and send payment by wire transfer, ACH, or credit card. Investors must answer certain questions to determine compliance with the investment limitation set forth in Regulation A Rule 251(d)(2)(i)(C) under the Securities Act, which states that in offerings such as this one, where the securities will not be listed on a registered national securities exchange upon qualification, the aggregate purchase price to be paid by an investor who is a natural person for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth, unless the purchaser is an accredited investor. In the case of an investor who is not a natural person, revenues or net assets for the investor’s most recently completed fiscal year are used instead.
ABOUT THIS CIRCULAR
We have prepared this Offering Circular to be filed with the SEC for our offering of securities. The Offering Circular includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular.
You should rely only on the information contained in this Offering Circular and its exhibits. We have not authorized any person to provide you with any information different from that contained in this Offering Circular. The information contained in this Offering Circular is complete and accurate only as of the date of this Offering Circular, regardless of the time of delivery of this Offering Circular or sale of our shares. This Offering Circular contains summaries of certain other documents, but reference is hereby made to the full text of the actual documents for complete information concerning the rights and obligations of the parties thereto. All documents relating to this offering and related documents and agreements, if readily available to us, will be made available to a prospective investor or its representatives upon request.
5 |
INDUSTRY AND MARKET DATA
The industry and market data used throughout this Offering Circular have been obtained from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. We believe that each of these studies and publications is reliable. We have not engaged any person or entity to provide us with industry or market data.
TAX CONSIDERATIONS
No information contained herein, nor in any prior, contemporaneous, or subsequent communication should be construed by a prospective investor as legal or tax advice. We are not providing any tax advice as to the acquisition, holding or disposition of the securities offered herein. In making an investment decision, investors are strongly encouraged to consult their own tax advisor to determine the U.S. Federal, state and any applicable foreign tax consequences relating to their investment in our securities. This written communication is not intended to be “written advice,” as defined in Circular 230 published by the U.S. Treasury Department.
Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. Some of these factors have affected our financial condition and operating results in the past or are currently affecting us. This Offering Circular also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this Offering Circular. In addition to the other information provided in this Offering Circular, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock. Material risks identified by the Company are discussed in this section; however, discussion may not include all risks applicable to an investment in Shares to the extent such risks have not been contemplated by the Company.
Risks Related to this Offering and our Common Stock
There is no current market for any securities of the Company.
You should be prepared to hold this investment for several years or longer. More importantly, there is no established market for these securities and there may never be one. As a result, if you decide to sell these securities in the future, you may not be able to find a buyer. Investors should assume that they may not be able to liquidate their investment or be able to pledge their Shares or Warrants as collateral.
Using a credit card to purchase Units may impact the return on your investment as well as subject you to other risks inherent in this form of payment.
Investors in this offering may at some point have the option of paying for their investment with a credit card or cryptocurrencies, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company or cryptocurrency exchange service and interest charged on unpaid card balances (which can reach 25% or over in some states) add to the effective purchase price of the securities you buy. See “Plan of Distribution and Selling Shareholders.” The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g., minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. For cryptocurrencies, you will be responsible for any changes in the price of the cryptocurrency used until exchanged for cash by the processor and transferred to our account and any fees charged by the processor. Moreover, where a third-party payment processor is used, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.
6 |
The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018, entitled Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.
The subscription agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the state of Nevada, regardless of convenience or cost to you, the investor.
As part of this investment, each investor will be required to agree to the terms of the subscription agreement included as Exhibit 3 to this Offering Circular. In the subscription agreement, investors agree to resolve disputes arising under the subscription agreement in state or federal courts located in the state of Nevada, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The Company believes that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. You will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder. This forum selection provision may limit your ability to obtain a favorable judicial forum for disputes with us. Although we believe the provision benefits us by providing increased consistency in the application of Nevada law in the types of lawsuits to which it applies and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes, may increase investors’ costs of bringing suit and may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in an action, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition or results of operations.
We do not anticipate paying any cash dividends.
We presently do not anticipate that we will pay any dividends on any of our common stock in the foreseeable future. The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings to implement our business plan; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.
We may need additional capital, and the sale of additional shares or other equity securities will result in additional dilution to our stockholders.
We may require additional capital for the development, manufacture and commercialization of our products and may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities will result in additional dilution to our stockholders. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
Our CEO and his affiliates beneficially own a majority of our Shares. Accordingly, they have a significant influence over our affairs due to their substantial ownership coupled with their positions on our management team. For example, they will be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our common stock that some of our stockholders may believe is in their best interest.
7 |
Because our management will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds in ways in which you disagree.
The intended use of proceeds from this offering is more particularly described in the Section titled “Use of Proceeds,” however, such description is not binding, and the actual use of proceeds may differ from the description contained therein. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.
The offering price of our Units from the Company has been arbitrarily determined.
Our management has determined the offering price for the Shares offered by the Company. The price of the Shares we are offering was arbitrarily determined based upon the illiquidity and volatility of our common stock, our current financial condition and the prospects for our future cash flows and earnings, and market and economic conditions at the time of the offering. The offering price for the Shares sold in this offering may be more or less than the fair market value for our securities.
The best-efforts structure of this offering may yield insufficient gross proceeds to fully execute our business plan.
Shares are being offered on a best-efforts basis. We are not required to sell any specific number or dollar amount of Shares but will use our best efforts to sell the Shares offered by us. As a “best effort” offering, there can be no assurance that the offering contemplated by this Offering Circular will result in any proceeds being made available to us.
We may not register or qualify our securities with any state agency pursuant to blue sky regulations.
The holders of our securities and persons who desire to purchase them in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. We currently do not intend to and may not be able to qualify securities for resale in states which require shares to be qualified before they can be resold by our shareholders.
Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.
The offering price of our Units of $1.50 per Unit (Share and Warrant) is substantially higher than the price paid for 200,000,000 Units (Share and Warrant) by our founders, which was $0.0001 per Unit (Share and Warrant), and higher than the price paid for 1,600,000 Units (Share and Warrant) by investors in the Company’s Regulation D offering, which was $1.25 per Unit (Share and Warrant). Therefore, if you purchase Units in this offering, you will incur immediate dilution in the net tangible book value per Unit from the price you paid.
Anti-takeover provisions contained in provisions of Nevada law could impair a takeover attempt.
As a Nevada corporation, we are also subject to provisions of the Nevada Revised Statutes, which contain certain anti-takeover provisions. Any provision of our Articles of Incorporation, bylaws or Nevada law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our Shares.
8 |
Risks Related to our Business
Since we have no operating history, it is difficult for potential investors to evaluate our business.
Our lack of operating history may hinder our ability to successfully meet our objectives and make it difficult for potential investors to evaluate our business or prospective operations. As a start-up company, we are subject to all the risks inherent in the financing, expenditures, operations, complications and delays inherent in a new business. Accordingly, our business and success face risks from uncertainties faced by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.
We may not be able to raise capital when needed, if at all, which would force us to delay, reduce or eliminate our product development programs or commercialization efforts and could cause our business to fail.
We expect to need additional funding in the future to pursue additional product development and launch and commercialize our products. There are no assurances that future funding will be available on favorable terms or at all. If additional funding is not obtained, we may need to reduce, defer or cancel additional product development or overhead expenditures to the extent necessary. The failure to fund our operating and capital requirements could have a material adverse effect on our business, financial condition and results of operations.
If we are unable to raise capital when needed or on attractive terms, we could be forced to delay future expansion and/or commercialization efforts. Any of these events could significantly harm our business, financial condition and prospects.
Our independent public accounting firm has expressed substantial doubt about our ability to continue as an ongoing concern.
Our historical financial statements have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has expressed substantial doubt in our ability to continue as a going concern based on our lack of operating history. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity financing or other capital, attain further operating efficiencies, reduce expenditures, and, ultimately, generate more revenue. The doubt regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all. Additionally, if we are unable to continue as a going concern, our stockholders may lose some or all of their investment in the Company.
We depend heavily on key personnel, and turnover of key senior management could harm our business.
Our future business and results of operations depend in significant part upon the continued contributions of our senior management personnel. If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled personnel as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key personnel in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future. We do not have any key person insurance.
We expect to face intense competition, often from companies with greater resources and experience than we have.
Our industry is highly competitive and subject to rapid change. The industry continues to expand and evolve as an increasing number of competitors and potential competitors enter the market. Many of these competitors and potential competitors have substantially greater financial, technological, managerial and research and development resources and experience than we have. Some have more experience than we have in the development of products. In addition, large and well-established competitors will have greater marketing and sales experience and capabilities than we or our collaboration partners have. If we are unable to compete successfully, we may be unable to grow and sustain our revenue.
9 |
Current global financial conditions have been characterized by increased volatility which could negatively impact our business, prospects, liquidity, and financial condition.
Current global financial conditions and recent market events have been characterized by increased volatility and the resulting tightening of the credit and capital markets has reduced the amount of available liquidity and overall economic activity. We cannot guaranty that debt or equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our initiatives, objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations will negatively impact our business, prospects, liquidity and financial condition.
We intend to grow the size of our organization, and we may experience difficulties in managing any growth we may achieve.
As our development and commercialization plans and strategies develop, we expect to need additional research, development, managerial, operational, sales, marketing, financial, accounting, legal, and other resources. Future growth would impose significant added responsibilities on members of management. Our management may not be able to accommodate those added responsibilities, and our failure to do so could prevent us from effectively managing future growth, if any, and successfully growing the Company.
We may expend our limited resources to pursue a particular product and may fail to capitalize on products that may be more profitable or for which there is a greater likelihood of success.
Because we have limited financial and managerial resources, we have focused our efforts on particular products. As a result, we may forego or delay the pursuit of opportunities with other products that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Any failure to improperly assess potential products could result in missed opportunities and/or our focus on products with low market potential, which would harm our business and financial condition.
We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.
We have entered, and may continue to enter, into transactions with related parties for financing, corporate, business development and operational services, as detailed herein. Such transactions may not have been entered into on an arm’s-length basis, and we may have achieved more or less favorable terms because such transactions were entered into with our related parties. Such conflicts could cause an individual in our management to seek to advance his or her economic interests or the economic interests of certain related parties above ours. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors, which could have a material adverse effect on our liquidity, results of operations and financial condition.
Any inability to protect our intellectual property rights could reduce the value of our technologies and brands, which could adversely affect our financial condition, results of operations and business.
Our business is dependent on our trademarks, trade secrets, copyrights and other intellectual property rights. There is a risk of certain valuable trade secrets being exposed to potential infringers. In addition, third parties have and may counterfeit our products. The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business reputation or our ability to compete. In addition, protecting intellectual property rights is costly and time consuming. There is a risk that we may have insufficient resources to counter adequately such infringements through negotiation or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in some countries or jurisdictions. If we are unable to successfully identify and stop unauthorized use of our intellectual property and/or counterfeiting of our products, we could lose potential revenue, experience diminished brand reputation, and experience increased operational and enforcement costs, which could adversely affect our financial condition, results of operations and business.
10 |
We could be subject to costly product liability claims related to our products.
Since our products are intended for human use, we face the risk that the use of our products may result in injury to people. We face even greater risks upon further commercialization of our products. An individual may bring a product liability claim against us alleging that one of our products causes, or is claimed to have caused, an injury or is found to be unsuitable for consumer use. Any product liability claim brought against us, with or without merit, could result in:
● | the inability to commercialize our products; | |
● | decreased demand for our products; | |
● | regulatory investigations that could require costly recalls or product modifications; | |
● | loss of revenue; | |
● | substantial costs of litigation; | |
● | liabilities that substantially exceed our product liability insurance, which we would then be required to pay ourselves; | |
● | an increase in our product liability insurance rates or the inability to maintain insurance coverage in the future on acceptable terms, if at all; | |
● | the diversion of management’s attention from our business; and | |
● | damage to our reputation and the reputation of our products. |
Product liability claims may subject us to the foregoing and other risks, which could have a material adverse effect on our business, results of operations, financial condition, and prospects.
If we fail to comply with government laws and regulations, it could have a materially adverse effect on our business.
We are subject to federal, state and local laws and regulations and may become subject to additional laws and regulations in the future. We exercise care in structuring our operations to comply in all material respects with applicable laws to the extent possible. We will also take such laws into account when planning future operations and acquisitions. In the event of a determination that we are in violation of such laws, rules or regulations, or if further changes in the regulatory framework occur, any such determination or changes could have a material adverse effect on our business. There can be no assurance, however, that we will not be found in noncompliance in any particular situation.
We may not maintain sufficient insurance coverage for the risks associated with our business operations.
Risks associated with our business and operations include, but are not limited to, claims for wrongful acts committed by our officers, directors, and other representatives, the loss of intellectual property rights, the loss of key personnel, risks posed by natural disasters, risks of lawsuits from our employees, and risks of lawsuits from customers who are injured from or dissatisfied with our products. Any of these risks may result in significant losses. We cannot provide any assurance that our insurance coverage is sufficient to cover any losses that we may sustain, or that we will be able to successfully claim our losses under our insurance policies on a timely basis or at all. If we incur any loss not covered by our insurance policies, or the compensated amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations could be materially and adversely affected.
Our ability to service our indebtedness will depend on our ability to generate cash in the future.
Our ability to make payments on our indebtedness, if any, will depend on our ability to generate cash in the future. Our ability to generate cash is subject to general economic and market conditions and financial, competitive, legislative, regulatory and other factors that are beyond our control. Our business may not generate sufficient cash to fund our working capital requirements, capital expenditure, debt service and other liquidity needs, which could result in our inability to comply with financial and other covenants contained in our debt agreements, our being unable to repay or pay interest on our indebtedness, and our inability to fund our other liquidity needs. If we are unable to service our debt obligations, fund our other liquidity needs and maintain compliance with our financial and other covenants, we could be forced to curtail our operations, our creditors could accelerate our indebtedness and exercise other remedies and we could be required to pursue one or more alternative strategies, such as selling assets or refinancing or restructuring our indebtedness. However, such alternatives may not be feasible or adequate.
11 |
Our business is subject to the risks inherent in global sourcing activities.
As a company engaged in sourcing on a global scale, we are subject to the risks inherent in such activities, including, but not limited to:
● | imposition of additional duties, taxes and other charges or restrictions on imports or exports; | |
● | unavailability of, or significant fluctuations in the cost of, raw materials; | |
● | compliance by us and our independent suppliers with labor laws and other foreign governmental regulations; | |
● | increases in the cost of labor, fuel (including volatility in the price of oil), travel and transportation; | |
● | compliance with applicable laws and regulations, including other laws and regulations regarding the sourcing of materials in the company’s products, the FCPA and other global anti-corruption laws, as applicable, and other U.S. and international regulations and requirements; | |
● | regulation or prohibition of the transaction of business with specific individuals or entities and their affiliates or goods manufactured in certain regions by any government or regulatory authority in the jurisdictions where we conduct business, such as the listing of a person or entity as a Specially Designated National or Blocked Person by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the issuance of Withhold Release Orders by the U.S. Customs and Border Patrol; | |
● | disruptions or delays in shipments whether due to port congestion, other shipping capacity constraints or other factors, which may result in increased inbound freight costs; | |
● | loss or impairment of key manufacturing or distribution sites; | |
● | inability to engage new independent suppliers that meet the company’s cost-effective sourcing model; | |
● | product quality issues; | |
● | political unrest, including protests and other civil disruption; | |
● | public health crises, such as pandemic and epidemic diseases, and other unforeseen outbreaks; | |
● | natural disasters or other extreme weather events, whether as a result of climate change or otherwise; | |
● | acts of war or terrorism and other external factors over which we have no control. |
In addition, we do not control our manufacturer or suppliers or other vendors or their labor, environmental or other business practices. The violation of labor, environmental or other laws by a supplier or vendor from those generally accepted as ethical or appropriate in the U.S. could interrupt or otherwise disrupt the shipment of our products, harm our brand and trademarks, or damage our reputation. The occurrence of any of these events could materially adversely affect our business, financial condition, and results of operations.
We will be dependent on a limited number of distribution and sourcing centers. Our ability to meet the needs of our customers and our retail stores and e-commerce sites depends on the proper operation of these centers. If any of these centers were to shut down or otherwise become inoperable or inaccessible for any reason, including as a result of the ongoing Covid-19 pandemic, we could suffer a substantial loss of inventory and/or disruptions of deliveries to our retail and wholesale customers.
Our business may be subject to increased costs due to excess inventories and a decline in profitability as a result of increasing pressure on margins if we misjudge the demand for our products.
If we misjudge the market for our products, or demand for our products is impacted by an unforeseen factor, such as the Covid-19 pandemic, we may be faced with significant excess inventories. If that occurs, we may be forced to rely on destruction, donation, markdowns, or promotional sales to dispose of excess or slow-moving inventory, which may negatively impact our gross margin, overall profitability and efficacy of our brands.
We could experience delays or production issues at our manufacturing facility that could harm our business.
We do not manufacture our own products at this point. Some of the challenges we may experience at our manufacturing facility include but are not limited to: insufficient production capacity to meet growing demand, errors in making products to our specifications, inability to obtain sufficient raw materials, poor quality control, failure to meet production deadlines, increases in manufacturing costs and failure to properly use our intellectual property. Any occurrence that could require our facility to shut down, suspend manufacturing or otherwise discontinue operations could have a materially negative impact on our manufacturing and could harm our business.
12 |
The imposition of duties and tariffs by the United States government on foreign goods could negatively impact our business.
If any of our products are manufactured outside of the United States, we will be required to pay federal tariffs to the US government. The federal government can increase these duties without notice, and we cannot predict the nature or timing of any additional duties or tariffs that may be imposed in the future. If additional duties or tariffs are imposed, our margins and earnings may be negatively affected, and therefore our business may be negatively impacted.
The success of our business relies heavily on our integrity in the industry and our ability to respond to changing industry trends in a timely manner.
A negative impression within the industry and/or our customer base of our price integrity, product integrity, design, executive leadership, customer service, and or marketing could negatively affect demand for our products. Furthermore, our products are subject to rapidly changing trends and consumer preferences. If we do not anticipate and respond promptly to changing customer preferences and trends, our sales and results of operations may be negatively impacted. Our success also depends in part on our creating compelling marketing campaigns that appeal to our customers.
Our business is subject to seasonal fluctuations.
We expect our sales will be affected by seasonal fluctuations. Poor sales during a peak season for the Company could have a material adverse effect on its full year operating results and result in higher inventories. In addition, fluctuations in net sales, operating income and operating cash flows of the company in any fiscal quarter may be affected by the timing of wholesale shipments and other events affecting retail sales, including adverse weather conditions or other macroeconomic events, like health pandemics.
Our business is subject to computer system disruption and cyber security threats, including a personal data or security breach, which could damage our relationships with our customers, harm our reputation, expose us to litigation and adversely affect our business.
We depend on digital technologies for the successful operation of our business, including corporate email communications to and from employees, customers, stores and vendors, the design, manufacture and distribution of our finished goods, digital marketing efforts, collection and retention of customer data, employee and vendor information, the processing of credit card transactions, online e-commerce activities and our interaction with the public in the social media space. The retail industry, in particular, has been the target of many recent cyber-attacks. As part of our business model, we collect, retain, and transmit confidential information over public networks. In addition to our own databases, we use third party service providers to store, process and transmit this information on our behalf. We cannot control third parties and cannot guarantee that a personal data or security breach will not occur in the future either at their location or within their systems. Any misappropriation of confidential or personal information gathered, stored or used by us, be it intentional or accidental, could have a material impact on the operation of our business, including severely damaging our reputation and our relationships with our customers, employees and investors. We may also incur significant costs implementing additional security measures to protect against new or enhanced data security or privacy threats, or to comply with current and new state, federal and international laws governing the unauthorized disclosure of confidential and personal information which are continuously being enacted and proposed. We could also face sizable fines, significant breach containment and notification costs to supervisory authorities and the affected data subjects, and increased litigation as a result of cyber security or personal data breaches.
In addition, we will have e-commerce in the U.S. Given the robust nature of our e-commerce presence and digital strategy, it is imperative that we maintain uninterrupted operation of our: (i) computer hardware, (ii) software systems, (iii) customer marketing databases, and (iv) ability to email our current and potential customers. Despite our preventative efforts, our systems are vulnerable from time-to-time to damage, disruption or interruption from, among other things, physical damage, natural disasters, inadequate system capacity, system issues, security breaches, email blocking lists, computer malware or power outages. Any material disruptions in our e-commerce presence or information technology systems could have a material adverse effect on our business, financial condition and results of operations.
13 |
Unforeseen or recurring operational problems at our manufacturer, or a catastrophic loss of our manufacturing facility, may cause significant loss or delayed production and adversely affect the results of operations.
If our manufacturer’s facility is compromised or shut down, it may experience prolonged startup periods, regardless of the reason for the compromise or shutdown. Those startup periods could range from several days to several weeks or longer, depending on the reason for the compromise or shutdown and other factors. Any disruption in operations at its facility could cause a significant loss of production, delays in our ability to produce our products and adversely affect the results of operations and negatively impact our customers. We could be required to contract with a new manufacturer, which would cause further delays in our production.
The discovery of defects in vehicles resulting in delays in new model launches, recall campaigns, reputational damage, or increased warranty costs may negatively affect our business.
Should we determine that a safety or other defect or noncompliance exists with respect to certain of our products prior to the start of production, the launch of such vehicle could be delayed until such defect is remedied. The costs associated with any protracted delay in new product launches necessary to remedy such defects, or the cost of recall campaigns or warranty costs to remedy such defects in products that have been sold, could be substantial. Further, adverse publicity surrounding actual, or alleged safety-related or other defects could damage our reputation and adversely affect sales of our products.
We are dependent on our suppliers, and the inability of these suppliers to deliver necessary components of our products in a timely manner at prices, quality levels, and volumes acceptable to us, or product end-of-life, or our inability to efficiently manage these components, could have a material adverse effect on our financial condition and operating results.
Our products contain numerous purchased parts which we source globally from direct suppliers. Any significant unanticipated demand or delays with our suppliers could require us to procure additional components in a short amount of time. There is no assurance that we will be able to secure additional or alternative sources of supply or develop our own replacements for certain highly customized components of our products. If we encounter unexpected difficulties or delays with key suppliers, and if we are unable to fill these needs from other suppliers, we could experience production delays and potential loss of access to important technology and parts for producing, servicing and supporting our products.
There is no assurance that suppliers will ultimately be able to meet our cost, quality and volume needs. Furthermore, as the scale of our product production increases, we will need to accurately forecast, purchase, warehouse and transport to our manufacturing facilities components at much higher volumes than we have experience with. If we are unable to accurately match the timing and quantities of component purchases to our actual production plans or capabilities, or successfully implement automation, inventory management and other systems to accommodate the increased complexity in our supply chain, we may have to incur unexpected storage, transportation and write-off costs related to inventory obsolescence, which could have a material adverse effect on our financial condition and operating results.
We may be unable to accurately forecast our product delivery needs, which could harm our business, financial condition and results of operations.
We intend to utilize a common carrier to deliver vehicles sold to our customers. It will be important to accurately forecast vehicle delivery volumes in advance. It will/may be difficult to predict, especially months in advance, our vehicle delivery volumes and it could have a material adverse effect on our business, financial condition, and results of operations.
14 |
We will be almost entirely dependent upon revenue generated from a limited number of products in the near term, and our future success will be dependent upon our ability to design and achieve market acceptance of new product offerings.
We will initially be offering six products. while we perform research and development for additional products.
There can be no assurance that we will be able to sustain revenues from current product offerings, nor design future models of products, or develop future services that will meet the expectations of our customers, or that our future models will become commercially viable.
We may experience in the future significant delays or other complications in the design, manufacture, launch and production ramp of our products, which could harm our brand, business, prospects, financial condition and operating results.
We may experience future launch, manufacturing and production ramp delays or other complications in connection with our products. For example, we may underestimate the amount of time necessary for testing and design changes. Any significant additional delay or other complication in the production of our products or the development, manufacture, launch and production ramp of our future products, including complications associated with expanding our production capacity, supply chain or regulatory approvals, could materially damage our brand, business, prospects, financial condition and operating results.
We may experience lower-than-anticipated market acceptance of our products.
We are newly entering the US market. At this time, it is difficult to measure US consumers’ willingness to adopt LEVs as a mode of transportation or recreation.
Future disruptive new technologies could have a negative effect on our business.
We are subject to the risk of future disruptive technologies. If new vehicle technologies (electric or otherwise) develop that are superior to our vehicles, or are perceived to be superior by consumers, it could have a material adverse effect on us.
The Company has no current customers and expects that a significant portion of our future sales will be from a limited number of customers. The loss of any of these customers could materially harm our business.
A significant portion of our projected near future revenue is expected to be generated from a limited number of customers. We have no contracts with customers that include long-term commitments that ensure future sales of products. The loss of or a reduction in sales or anticipated sales to our most significant customers before we are able to build a larger customer base could have a material adverse effect on our business, prospects, financial condition and operating results.
If we are unable to design, develop, market and sell new products that address additional market opportunities, our business, prospects and operating results will suffer.
We may not be able to successfully develop new products and services, address new market segments or develop a significantly broader customer base. Our failure to address additional market opportunities would harm our business, financial condition, operating results and prospects.
15 |
If we are unable to address the service requirements of our customers, our business could be materially and adversely affected.
Demand for our products will depend in part on the availability of service providers. We currently intend to directly service our products. If we are unable to satisfactorily service our current and future customers, our ability to generate customer loyalty, grow our business and sell products could be impaired.
We may not be able to accurately estimate the supply and demand for our products, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our supply requirements, we could incur additional costs or experience delays.
It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We will be required to provide forecasts of our demand to our suppliers several months prior to the scheduled delivery of products to our prospective customers. If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt the manufacturing of our products and result in delays in shipments and revenues. In addition, lead times for materials and components that our suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If we fail to order sufficient quantities of product components in a timely manner, the delivery of vehicles to our customers could be delayed, which would harm our business, financial condition and operating results.
We may be exposed to liability for infringing upon other companies’ intellectual property rights.
Our success, in part, is dependent on our ability to operate without infringing on others’ proprietary rights. While we are not aware of any patents and trademarks which would cause our products or their use to infringe the rights of any third parties, we cannot be certain that infringement has not or will not occur. We could incur substantial costs, in addition to a great amount of time lost, in defending any patent or trademark infringement suits or in asserting any patent or trademark rights in a suit with another party.
Insufficient warranty reserves to cover future warranty claims could adversely affect our business, prospects, financial condition and operating results.
Our products are sold with warranties, and as a result we need to maintain warranty reserves to cover any warranty-related claims. If our warranty reserves are inadequate to cover such future warranty claims, our business, prospects, financial condition and operating results could be materially and adversely affected. We may become subject to significant and unexpected warranty expenses. There can be no assurances that then-existing warranty reserves will be sufficient to cover all claims.
The success of our business depends on attracting and retaining a large number of customers. If we are unable to do so, we may not be able to achieve profitability.
Our success depends on attracting a large number of potential customers to purchase our products. In addition, we will likely incur significant and sustained advertising and promotional expenditures. To date, we have no experience selling our products and we may not be successful in attracting and retaining a large number of consumer and commercial customers. If, for any of these reasons, we are not able to attract and maintain consumer and commercial customers, our business, prospects, financial condition, results of operations, and cash flows would be materially harmed.
We may be unable to adequately control the capital expenditures and costs associated with our business and operations.
We will require significant capital to develop and grow our business, including developing our products. We expect to make additional capital expenditures and incur substantial costs as we prepare to commercially launch sales of our products and grow our business, including research and development expenses, raw material procurement costs, sales and distribution expenses as we build our brand and market our products, and general and administrative expenses as we scale our operations. Our ability to become profitable in the future will not only depend on our ability to complete the design and development of our products but also to control our capital expenditures and costs. As we expand our product portfolio, we will need to manage costs effectively to sell those products at our expected margins. If we are unable to cost efficiently design, manufacture, market, sell and distribute and service our products, our business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected.
16 |
Our products will make use of lithium-ion battery cells, which, if not appropriately managed and controlled, have been observed to catch fire or vent smoke and flame.
The battery packs within certain of our products will make use of lithium-ion cells. If not properly managed or subject to environmental stresses, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells. While the battery pack is designed to contain any single cell’s release of energy without spreading to neighboring cells, a field or testing failure of battery packs in our vehicles could occur, which could result in bodily injury or death and could subject us to lawsuits, field actions (including product recalls), or redesign efforts, all of which would be time consuming and expensive and could harm our brand image. Also, negative public perceptions regarding the suitability of lithium-ion cells, the social and environmental impacts of mineral mining or procurement associated with the constituents of lithium-ion cells, or any future incident involving lithium-ion cells, such as a vehicle or other fire, could materially and adversely affect our reputation and business, prospects, financial condition, results of operations, and cash flows.
There are cyber security risks related to cryptocurrency trading.
Trading platforms and third-party service providers may be vulnerable to hacking or other malicious activity. As with any computer code generally, flaws in cryptocurrency codes may be exposed to such negative activities.
Several errors and defects have been found previously, including those that disabled some functionality for users of cryptocurrency trading platforms and exposed such users’ personal information. Flaws in and exploitations of the source code allowing malicious actors to take or create money have previously occurred. Hacking events could significantly impact the Company in unpredictable ways, adding volatility and uncertainty to its fiscal projections and financial results.
Since there have been limited precedents set for financial accounting of bitcoin and other digital assets, it is unclear how the Company will be required to account for digital assets transactions in the future.
Since there has been limited precedence set for the financial accounting of digital assets, the way that the Company will be required to account for digital asset transactions or assets may change drastically in the future. Furthermore, a change in regulatory or financial accounting standards could result in the necessity to restate the Company’s financial statements. Such a restatement could negatively impact the Company’s business, prospects, financial condition and results of operation. Such circumstances could have a material adverse effect on the ability of the Company to continue as a going concern, which would harm the business, prospects or operations of the Company.
Incorrect or fraudulent coin transactions may be irreversible which would harm the business, prospects or operations of the Company.
Coin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction. In theory, cryptocurrency transactions may be reversible with the control or consent of a majority of processing power on the network. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of a coin or a theft of coin generally will not be reversible, and the Company may not be capable of seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, the Company’s coins could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Such events would have a material adverse effect on the ability of the Company to continue as a going concern, which would harm the business, prospects, or operations of the Company and potentially the value of our TCM Coins Series Preferred Stock.
17 |
The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies are subject to a variety of factors that are difficult to evaluate.
The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur and is unpredictable. The factors include, but are not limited to:
● | Continued worldwide growth in the adoption and use of cryptocurrencies; | |
● | Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems; | |
● | The maintenance and development of the open-source software protocol of the network; | |
● | The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; | |
● | General economic conditions and the regulatory environment relating to digital assets; and | |
● | Negative consumer sentiment and perception of bitcoin specifically and cryptocurrencies generally. |
Such events would have a material adverse effect on the ability of the Company to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects, or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account and harm investors in the Company’s securities.
Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be subject to fraud and failures.
When cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, such events could impact the success of the Company and could harm the business, prospects, and operations of the Company.
Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, commodities or currencies. For example, during the past three years, a number of bitcoin exchanges have closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed exchanges were not compensated or made whole for partial or complete losses of their account balances. While smaller exchanges are less likely to have the infrastructure and capitalization that may provide larger exchanges with some stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information, or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action. The Company does not maintain any insurance to protect from such risks and does not expect any insurance for customer accounts to be available (such as federal deposit insurance) at any time in the future, putting customer accounts at risk from such events. In the event the Company faces fraud, security failures, operational issues or similar events such factors would have a material adverse effect on the ability of the Company to continue as a going concern, which could have a material adverse effect on the business, prospects or operations of the Company.
If our patents expire or are not maintained, our patent applications are not granted or our patent rights are contested, circumvented, invalidated or limited in scope, we may not be able to prevent others from selling, developing or exploiting competing technologies or products, which could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.
We cannot assure you that our future patent applications, if any, will be issued as patents. Even if our patent applications are issued into patents, these patents may be contested, circumvented, or invalidated in the future. In addition, the rights granted under any issued patents may not provide us with adequate protection or competitive advantages. The claims under any patents that are issued from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others could also bar us from licensing and exploiting any patents that are issued from our pending applications. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. Many of these existing patents and patent applications might have priority over our patent applications and could subject our patents to invalidation or our patent applications to rejection.
18 |
We are or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, prospects, financial condition, results of operations, and cash flows.
We are or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws and regulations. The FCPA and similar laws prohibit us and our officers, directors, employees, and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. A violation of these laws or regulations could adversely affect our business, results of operations, financial condition, and reputation. Our policies and procedures designed to ensure compliance with these regulations may not be sufficient and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.
Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our common stock.
We are, and may in the future be, subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.
We are subject to various litigation matters from time to time, the outcome of which could have a material adverse effect on our business, financial condition, and results of operations. Claims arising out of actual or alleged violations of law could be asserted against us by individuals, either individually or through class actions, by governmental entities in civil or criminal investigations and proceedings or by other entities. These claims could be asserted under a variety of laws, including but not limited to consumer finance laws, consumer protection laws, tort laws, environmental laws, intellectual property laws, privacy laws, labor and employment laws, securities laws, and employee benefit laws. Claims may also arise out of actual or alleged breaches of contract or other actual or alleged acts or omissions by or on behalf of us. These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business. Even if we are successful in defending against legal claims, litigation could result in substantial costs and demand for management resources.
If we do not pay the seller the money owed for purchase of our LEV assets by June 30, 2024, we will be in default under the purchase agreement with the seller, which would have a material negative impact on our operations.
We have until June 30, 2024 to pay the purchase price for assets. If we do not pay the entire amount by such date, we will be in default under the purchase agreement, as amended, and the seller would have the right to bring suit against and might be able to recapture such assets, which would have a material negative impact on our business, as we would have to develop our new LEVs or acquire the rights make or sell other third party LEVs. If we are not able to negotiate with the seller to accept payment in Shares, we will have to raise capital to pay the amounts due in cash, which debt or equity capital could be on terms better than those offered in this offering.
19 |
EACH RISK DESCRIBED ABOVE MAY AFFECT THE MANAGEMENT, INVESTMENT, OR OTHER TRANSACTIONS RELATED TO THE COMPANY. FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH HEREIN, AN INVESTMENT IN SHARES INVOLVES A HIGH DEGREE OF RISK. ANY PERSON OR ENTITY CONSIDERING AN INVESTMENT IN SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND OTHER RISK FACTORS SET FORTH IN THIS MEMORANDUM.
SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS
Some of the statements in this Offering Circular are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements.
We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.
There is a significant discrepancy between the price paid by the Company’s founders for their Shares ($0.0001) and the price to be paid by investors in this Offering ($1.50), resulting in immediate dilution of the value of Shares purchased in this Offering by investors. Investors will experience future dilution through the issuance of any additional Shares from the exercise of the founders’ Warrants at $0.0001 per Share.
We are offering up to 50,000,000 Units in the Company at a price per Unit of $1.50, for maximum offering proceeds of up to $75,000,000 if all offered Units are sold. Units will consist of one Share of our common stock and one Warrant to purchase a Share of our common stock. The minimum investment established for each investor is $1,000. There is no minimum offering amount and no provision to return investor funds if a minimum number of Shares is not sold. All accepted subscription funds will be immediately available for the Company’s use.
We intend to conduct multiple separate closings, which closings may be conducted on a rolling basis. Closings will occur on such dates as determined by the Company, but in any case, promptly after receiving investor funds.
The sale of Shares will commence once this Offering Circular, as amended, is qualified by the SEC. This offering shall be terminated upon (i) the date which is three years from the date this Offering Circular or an amendment thereof, as applicable, is qualified by the SEC, or (ii) the sale of the maximum offering number of Units for the offering. Notwithstanding the foregoing, we may amend, terminate or rescind this offering at any time, at our sole discretion, at which time we will file an amendment to the Offering Statement or supplement to the Offering Circular, as appropriate.
Commissions and Discounts
The following table shows the total maximum discounts, commissions, and fees payable to Entoro Securities, LLC, as Broker.
Per Share | Total | |||||||
Public offering price | $ | 1.50 | $ | 75,000,000.00 | ||||
Maximum broker and affiliate commissions and fees, | $ | 0.075 | $ | 3,760,000 | ||||
Proceeds, before other expenses | 1.425 | $ | 71,240,000 |
20 |
Other Terms
Entoro Securities, LLC, a broker-dealer registered with the Commission and a member of FINRA, has been engaged as placement agent for this offering, to provide the administrative and compliance related functions in connection with this offering, and as broker-dealer of record. Entoro Securities’ principal address is 333 W. Loop N., Suite 333, Houston TX, 77024.
Administrative and compliance related functions to be performed by Entoro Securities include:
● | Reviewing investor information, including identity verification, performing Anti-Money Laundering (“AML”) and other compliance background checks, and providing issuer with information on an investor in order for issuer to determine whether to accept such investor into the Offering; |
● | Coordinating with third party agents and vendors in connection with performance of services; |
● | Reviewing each investor’s subscription agreement to confirm such investor’s participation in the Offering and provide a recommendation to us whether or not to accept the subscription agreement for the investor’s participation; |
● | Contacting and/or notifying us, if needed, to gather additional information or clarification on an investor; |
● | Providing a dedicated account manager; |
● | Providing ongoing advice to us on compliance of marketing material and other communications with the public, including with respect to applicable legal standards and requirements; and |
● | Keep investor details and data confidential and not disclose to any third-party except as required by regulators or pursuant to the terms of the agreement (e.g., as needed for AML and background checks). |
Such services shall not include providing any investment advice or any investment recommendations to any investor.
Our Broker-Dealer is a member of the Financial Industry Regulatory Authority (FINRA). FINRA is not a government agency. Rather, it is an independent regulatory body. FINRA has established rules that govern their member brokers and dealers engaged in the sales and promotion of securities. For more information, please see FINRA’s website at finra.org.
Our Broker-Dealer is also a member of Securities Investor Protection Corporation (SIPC). SIPC is an insurance mechanism that protects investors in the event that a broker-dealer, such as Entoro, fails. In such an event, investors may regain control over cash and securities that were being held by the broker-dealer at the time of failure. This will likely not provide you any protection because Entoro is not authorized to receive cash from investors and has not been authorized to hold our securities. For detailed information on the scope of Entoro Securities, LLC’s role in the sale and promotion of our shares, please see the engagement contract presented in Exhibit 6.1 in the Offering Statement.
Compensation
Entoro will charge 1% of the gross offering proceeds, except in instances where it has facilitated sale, for which funds specifically it will instead charge 5%. For example, if the Company directly solicits an investment from an investor, and Entoro played no role in facilitating this investors’ investment, Entoro will still earn a 1% commission on such investment. Entoro will also charge a $10,000 advisory/consulting fee, which is deemed to be earned on the latter of SEC qualification of the offering statement of which this offering circular is a part, or the issuing by FINRA of a No Objection Letter regarding Entoro’s compensation structure. In addition, we have advanced $10,000 to Entoro towards expenses, such as due diligence expenses, technology platform setup costs, and other support necessary prior to qualification of this offering. This advance is refundable to the extent not used. More broadly and inclusive of the $10,000 advance, we have agreed to reimburse Entoro for all out-of-pocket expenses incurred in connection with this engagement, including reasonable travel and amounts paid to outside professionals or experts retained in connection with Entoro’s performance under the engagement, up to a maximum of $40,000, with $15,000 being the maximum allocated for reimbursement for use of outside counsel, which Entoro may engage to assist in connection with its services in this offering. Also included under expenses, we will reimburse Entoro its filing fee of approximately $11,750 paid to FINRA for a review of Entoro’s compensation for its services in connection with this offering. The maximum expenses of $40,000 includes maximum reimbursement for outside counsel fees and any expenses incurred in conducting background checks.
21 |
While Entoro’s agreement references charges for background checks of management and significant stakeholders, we obtained such background checks through other channels acceptable to Entoro, so there will be no associated charges involving Entoro or its service providers in this offering.
Additionally, our placement agent agreement with Entoro permits Entoro to charge us at an hourly rate of $300 per hour, to a maximum of $25,000, to perform compliance reviews of any investors we might accept outside of the platform of our mutually agreed Technology Provider, Issuance.
The broker-dealer is not entitled to fees based on a right of refusal.
The total minimum compensation Entoro would be entitled to if the Company issued the maximum number of securities under a $75,000,000 raise would be $770,000, made up of $750,000 in 1% commission, a $10,000 expense advance and $10,000 in advisory and consulting fees. The total maximum compensation Entoro would be entitled to if the Company issued the maximum number of securities under a $75,000,000 raise, if all proceeds were facilitated by Entoro’s efforts, and if possible expenses and other charges were maximized, would be approximately $3,825,000, made up of approximately $3.75 million in 5% commission, $10,000 in advisory and consulting fees, maximum expenses of $40,000, and $25,000 in fees connected with manual investor reviews as described above.
Our Broker-Dealer has been authorized to promote the sales of our Company Stock through direct solicitation and marketing campaigns and subsequently directing prospective investors to the technology platform, which is operated by Issuance.
To the extent permitted by law and our certificate of incorporation, we have agreed to indemnify the participating broker- against certain civil liabilities, including certain liabilities arising under the Securities Act and liabilities arising from breaches of our representations and warranties contained in the Placement Agent Agreement with Entoro Securities (the “Broker Dealer Agreement”). Nevertheless, the SEC takes the position that indemnification against liabilities arising under the Securities Act is against public policy and is not enforceable.
Broker does not expressly or impliedly affirm the completeness or accuracy of the Offering Statement and/or Offering Circular presented to investors by the Company. All inquiries regarding this offering should be made directly to the Company.
Investor Suitability Standards
Our Units are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any of the interests of our company does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.
22 |
For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:
1. | an individual net worth, or joint net worth with the person’s spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person and the mortgage on that primary residence (to the extent not underwater), but including the amount of debt that exceeds the value of that residence and including any increase in debt on that residence within the prior 60 days, other than as a result of the acquisition of that primary residence; or | |
2. | earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year. |
If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D.
If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.
We will be permitted to make a determination that the subscribers of Shares in this offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to http://www.investor.gov. We may accept or reject any subscription, in whole or in part, for any reason or no reason at all.
An investment in our Units may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in our Shares.
How to Subscribe
We have engaged Issuance Inc. (the “Technology Provider”) to provide certain technology services to us in connection with this offering by providing the online subscription processing platform. The Company has agreed to pay the Technology Provider a $15,000 platform set up fee, a monthly licensing fee of $2,495, $15 per subscription and certain processing fees. Issuance is not participating as an underwriter or placement agent of this offering and will not solicit any investments, recommend our securities, or provide investment advice to any prospective investor. All inquiries regarding this offering should be made directly to us.
After the qualification by the SEC of the Offering Statement of which this Offering Circular is a part, this offering will be conducted online through our website using the digital platform tools whereby investors review and complete online subscription agreements and make payment of the purchase price through a third party processor to an account we designate.
Potential investors who are “qualified purchasers” may subscribe to purchase our Shares. Any potential investor wishing to acquire such interests must:
1. | Visit our website at https://avvenire.com/investors-reg-A/. You will be prompted to create an account. Once you have created your account, you will be able to review our offering documents. | |
2. | Carefully read this Offering Circular, and any current supplement, as well as any documents described in the Offering Circular and attached hereto or which you have requested. Consult with your tax, legal and financial advisors to determine whether an investment in Shares is suitable for you. | |
3. | Review and complete the subscription agreement. Except as otherwise required by law, subscriptions may not be withdrawn or cancelled by subscribers. |
23 |
4. | Once the completed subscription agreement is signed, you must transfer funds in an amount equal to the purchase price for the interests you have applied to subscribe for (as set out on the front page of your subscription agreement). We will hold such subscription monies in escrow until such time as your subscription agreement is either accepted or rejected and, if accepted, such further time until you are issued the Shares. | |
5. | We will review the subscription documentation completed and signed by you. You may be asked to provide additional information. A representative will contact you directly if required. We reserve the right to reject any subscriptions, in whole or in part, for any or no reason, and to withdraw the offering at any time prior to closing. | |
6. | Once the review is complete, we will inform you whether or not your application to subscribe for the Shares is approved or denied and, if approved, the number of Shares accepted. If your subscription is rejected in whole or in part, then your subscription payments (being the entire amount if your application is rejected in whole or the payments associated with those subscriptions rejected in part) will be refunded promptly, without interest or deduction. | |
7. | If all or a part of your subscription is approved, then the number of Shares you are entitled to subscribe for will be issued to you upon the closing. Simultaneously with the issuance of the Shares, the subscription monies held on your behalf will be transferred to our operating account as consideration for such Shares. |
By executing the subscription agreement, you agree to be bound by the terms of the subscription agreement and the Company’s governing documents. We will rely on the information you provide in the subscription agreement and the supplemental information you provide in order for us to verify your status as a “qualified purchaser.” If any information about your “qualified purchaser” status changes prior to you being issued the Units, please notify us immediately using the contact details set out in the subscription agreement. As part of the subscription investors will be required to represent and warrant that they have read and understand this Offering Circular, as amended or supplemented. Investors will also be required to agree to indemnify the Company for misrepresentations of the investor within the subscription agreement or supplemental disclosures. Nonetheless, we may not require, and are not requiring, investors to waive any claims or remedies they may have against the Company under the Securities Act, Exchange Act or state securities laws. Once an investor’s Shares have been issued, the investor will become a shareholder of our Company.
We may permit investors to pay their subscription amount via check, ACH, wire transfer, or credit card, instructions and terms for which will be provided at our investor portal. If allowed, credit card and crypto currency payments will be processed by a third party, for which the investor may be charged a fee and/or be obligated to agree to terms imposed by the third-party processor.
The following table illustrates the amount of net proceeds to be received by the Company on the sale of the Shares offered hereby and the intended uses of such proceeds. It is possible that we may not raise the entire $75,000,000 in Shares being offered through this Offering Circular. In such case, we will reallocate the use of proceeds as the board of directors deems to be in the best interests of the Company in order to effectuate its business plan. The intended use of proceeds are as follows:
Capital Sources and Uses
100% | 75% | 50% | 25% | |||||||||||||
Gross Offering Proceeds | $ | 75,000,000 | $ | 56,250,000 | $ | 37,500,000 | $ | 18,750,000 | ||||||||
Offering Costs (1) | $ | 8,500,000 5 | $ | 6,625,000 | $ | 4,750,000 | $ | 2,875,000 | ||||||||
Use of Net Proceeds: | $ | 66,500,000 | 49,625,000 | 32,750,000 | 15,875,000 | |||||||||||
Development R&D | $ | 6,750,000 | $ | 5,062,500 | $ | 3,375,000 | $ | 1,687,500 | ||||||||
Molds | $ | 472,500 | $ | 354,375 | $ | 236,250 | $ | 118,125 | ||||||||
Tools | $ | 3,375,000 | $ | 2,531,250 | $ | 1,687,500 | $ | 843,750 | ||||||||
Inventory | $ | 20,250,000 | $ | 15,187,500 | $ | 10,125,000 | $ | 8,437,500 | ||||||||
Marketing | $ | 6,750,000 | $ | 5,062,500 | $ | 3,375,000 | $ | 1,687,500 | ||||||||
General Corporate | $ | 6,750,000 | $ | 5,062,500 | $ | 3,375,000 | $ | 1,687,500 | ||||||||
Ongoing Legal and Accounting Fees | $ | 675,000 | $ | 506,250 | $ | 506,250 | $ | 506,250 | ||||||||
Working Capital Reserves | $ | 21,477,500 | $ | 15,858,125 | $ | 10,070,000 | $ | 906,875 |
Notes:
(1) | Entoro Securities, LLC, referred to herein as the Broker, is engaged as placement agent and for administrative and compliance related services in connection with this Offering. Once the Commission has qualified the Offering Statement and this Offering commences, the Broker will receive a cash commission equal to 1% of the amount raised in the Offering, or 5% of the amount raised where Entoro has facilitated sale. Additional offering costs will include legal, audit, marketing, advertising, technology and Blue Sky compliance fees. |
24 |
The allocation of the use of proceeds among the categories of anticipated expenditures represents management’s best estimates based on the current status of the Company’s proposed operations, plans, investment objectives, capital requirements, and financial conditions. Future events, including changes in the economic or competitive conditions of our business plan or the completion of less than the total offering, may cause the Company to modify the above-described allocation of proceeds. The Company’s use of proceeds may vary significantly in the event any of the Company’s assumptions prove inaccurate. We reserve the right to change the allocation of net proceeds from the offering as unanticipated events or opportunities arise.
Organization
The Company was formed in Nevada on September 15, 2022 as a corporation under the name Avvenire Electric Vehicle International Corp.
There is currently no trading market for the Company’s securities, and none is likely to develop in the near future. We qualify as an Emerging Growth Company under the JOBS Act, which will entitle us to reduced reporting obligations for a limited period of time in the future should we become subject to the reporting requirement under the Exchange Act.
Our principal executive offices are located at 3172 North Rainbow Boulevard #1254, Las Vegas, NV 89108 and our telephone number is (647) 556-3824.
Business Operations
The Company is in the business of designing, producing, and launching a suite of innovative on-road and off-road Light Electric Vehicles (LEVs) in North America and in select global markets. The Company aims to be a global leader in the LEV market by developing the next generation lineup of cutting-edge, cost-effective and environmentally sustainable holistic transportation solutions for everyday use.
In September 2022, the Company acquired from Avvenire Electric Vehicles Corp. (“AEV”), an affiliate of our sole officer, certain LEV related assets including AEV’s (the seller’s) right, title and interests in all concepts, inventions, confidential information. know-how, intellectual property, molds, and equipment for the below six vehicles:
● | Terra EBike | |
● | Tectus | |
● | Aspero | |
● | Foras | |
● | Spiritus | |
● | Skyrider |
25 |
The Company has agreed to pay $4,541,583.75 to AEV for these assets on or prior to June 30, 2024 The Company does not intend to use offering proceeds to repay such loan at this time and currently intends to issue AEV Shares in exchange for such debt or raise the money via an alternate offering, each of which may be on terms more favorable than those offered in this offering. The proceeds of this Regulation A offering will be used to continue to work on and complete its prototypes, begin manufacturing, develop new products and build out its own production facilities, warehouses, fulfillment centers and showrooms.
All the assets are currently prototypes, with the mold for each LEV under construction, except the Aspero, which mold has been completed. In 2024, assuming it raises sufficient capital, the Company expects to
● | complete the protypes and molds for these first six products, | |
● | launch the Terra Ebike and Tectus Mobility, and | |
● | begin construction of a plant to build the Spiritus Car. |
We plan to complete prototypes and molds in the following order: Terra, Tectus, Aspero, Foras Spiritus, Skyrider, although we may proceed in a different order if determined in our best interests. The manufacturing of each product will begin shortly after its prototype is completed. Management believes a diversified product portfolio will lead to a more balanced market approach. This approach mitigates the consumer acceptance risks some of our competitors experience that offer only limited products. More information on each vehicle follows below.
Avvenire Terra EBike
The Terra lets the rider explore their environment with integrated ease. With off-road capabilities, solar panels, and an entertainment system, the Terra invites the rider to get lost in the great outdoors.
It is being offered in two tiers: (1) Terra Deluxe and (2) Terra Ultimate.
TERRA DELUXE – Ride Smarter, Ride Longer:
● | 500 W rear-hub motor. | |
● | 32 km/h top speed | |
● | 50 km range | |
● | Bluetooth Speakers, Coffee-cup holder, GPS |
TERRA ULTIMATE – Ride Limitless:
● | 500 W rear-hub motor |
26 |
● | 32 km/h top speed | |
● | 100 km range | |
● | HiFi Bluetooth Speakers, Coffee-cup holder, GPS | |
● | 10A fast-charging. |
Avvenire Tectus
The Tectus is designed with the independence and safety of the customer in mind. The Tectus allows its rider to travel without limitations, blocking all outdoor elements, and providing off-road capabilities.
It is being offered in two tiers: (1) Tectus Deluxe and (2) Tectus Ultimate
TECTUS DELUXE – The future of mobility scooters:
● | All Wheel Drive, with Dual 1000 W motors | |
● | 32 km/h top speed | |
● | 65 km range | |
● | Back-up camera, proximity sensors, safety lighting, GPS tracking |
TECTUS ULTIMATE – For those who want more in life:
● | All Wheel Drive, with Dual 1000 W motors | |
● | 32 km/h top speed | |
● | 110 km range. | |
● | Back-up camera, proximity sensors, safety lighting, GPS tracking, finger scan keys | |
● | Full cabin climate-control and entertainment system | |
● | Self-Driving Capabilities with Ultra-sonic sensors |
Avvenire Aspero
The Aspero was designed with the paths yet to be explored in mind. This ATV brings forward immense power, and a rugged, ultralight enclosure, guaranteed to deliver the thrills year-round; rain or shine.
27 |
It is being offered in two tiers: (1) Aspero Deluxe and (2) Aspero Ultimate.
ASPERO DELUXE – Conquer and Explore:
● | All-Wheel Drive, with Dual 1000 W motors |
● | 55 km/h top speed |
● | 60 km range |
● | Back-up camera, proximity sensors, safety lighting, GPS tracking. |
ASPERO ULTIMATE – Unleash your inner beast:
● | All-Wheel Drive, with Dual 1000 W motors |
● | 55 km/h top speed |
● | 100 km range |
● | Back-up camera, proximity sensors, safety lighting, GPS tracking, finger scan keys |
● | Full cabin climate-control and entertainment system |
● | Self-Driving Capabilities with Ultra-sonic sensors |
Avvenire Foras
The Foras is cycling as you never imagined possible. This planet was meant to be explored, and the Foras allows the rider to do just that from the comfort of their ultralight enclosure.
28 |
This recumbent is being offered in two tiers: (1) Foras Deluxe and (2) Foras Ultimate.
FORAS DELUXE– It is good to be outside:
● | 500 W rear-hub motor. | |
● | 32 km/h top speed | |
● | 50 km range | |
● | Back-up camera, proximity sensors, safety lighting, GPS tracking. |
FORAS ULTIMATE – It is great to be outside:
● | 500 W rear-hub motor | |
● | 32 km/h top speed | |
● | 100 km range | |
● | 10A fast-charging. | |
● | Back-up camera, proximity sensors, ultrasonic sensors, safety lighting, GPS tracking, finger scan keys | |
● | Full cabin climate-control and entertainment system |
Avvenire Spiritus
29 |
Avvenire is engineering the Spiritus to be the next step in the evolution of the electric car. The Spiritus will be the first electric car in the world to include cryptocurrency mining and solar charging. It will be offered in two tiers: (1) Spiritus Deluxe and (2) Spiritus Ultimate.
SPIRITUS DELUXE – The all-electric option for the modern urban commuter:
● | An accessible electric vehicle that brings together the best of what the competition has to offer in one cost-effective package. | |
● | 6.9s 0-60 mph | |
● | 85 mph top speed | |
● | Up to 180 miles of range | |
● | Full climate control and entertainment system | |
● | Avvenire Nebula Cryptocurrency Mining and Wallet |
SPIRITUS ULTIMATE – The fully-loaded electric dream:
● | The most affordable electric supercar on the market. With a 0-60 of | |
● | 1.8s, the Spiritus Ultimate is the fastest electric car in history. | |
● | 1.8s 0-60 mph | |
● | 147 kW all-wheel drive (3x3), 130 mph top speed | |
● | Up to 300 miles of range | |
● | Self-Driving Capabilities | |
● | Avvenire Nebula Cryptocurrency Mining and Wallet |
Avvenire Skyrider
The Skyrider will combine technology with excellence to bring the future at the rider’s fingertips. As soon as you step into the comfort of the Skyrider cabin, you will be launched into a world where there are no roads, no traffic, no pollution, and nothing to worry about.
![]() |
![]() |
It will be offered in one tier, the Skyrider Ultimate.
SKYRIDER ULTIMATE– Fly lightyears ahead:
● | 250 HP | |
● | 300 km/h top speed | |
● | 100 km range | |
● | Back-up camera, proximity sensors, safety lighting, GPS tracking, finger scan keys. | |
● | Full cabin climate-control and entertainment system. | |
● | 5G command-center communications | |
● | Autopilot Capabilities with LiDAR capabilities |
30 |
Our Process
Until the Company can produce its own products, we will contract with third-party manufacturers and suppliers to meet production requirements. In September 2022, the Company launched its initial research and development location in Clarington, Ontario, and plans to roll out manufacturing capabilities in three phases with the development of three plants. The Company’s Plant #1 in Oshawa, Ontario, with approximately 60,000 square feet with estimated completion in 2024 for assembly of the Terra, Tectus, Aspero, and Foras. Our Plant #2 in Bowmanville, Ontario, with estimated completion in late 2024 for assembly of Spiritus. And our Plant #3 in Cordoba, Argentina, to be completed in 2024 for Ultimate Spiritus production.
For supply chain, Company management has in place a complete build of materials with multiple suppliers for each component. We also have an agreement with Ionix Pro for battery supplies and charging stations. Management believes it has in place proper planning to mitigate shortages in the supply chain and will continuously monitor all events to proper project and manage expectations.
For service, we have agreements with service partners available through 200 dealers worldwide. We plan to train all new dealers in most product services and expect to have an extended network in every country we plan to sell products to. In general, the main distributor will be responsible for creating a sub network of service dealers.
The Company is also working on creating a blockchain and cryptocurrency that will be accessible through certain of its vehicles where purchasers will be able to mine cryptocurrency while the vehicle is not in motion. As more income is generated through cryptocurrency revenue streams, and as interest in cryptocurrency and electric vehicles grows, the Company intends to capitalize on both by manufacturing cutting-edge LEVs with mining hardware and cryptocurrency software, generating more sales and profiting off of the products and their components. The Company is still working through the logistics and legalities of this undertaking, which will take significant time, effort and capital and may not be successful.
Sales Channels
The Company will initially focus on key geographic locations where consumer acceptance for electric vehicles is high and is supported by government incentives with a favorable regulatory regime. Other high population centers will also be targeted. The Company will build an integrated brand strategy that will include digital marketing, influencers, re-designed website, and select traditional media. Management may engage third-party marketing agencies to assist with these initiatives.
Most sales are expected to be generated through dealer network channels in North America and other international jurisdictions. We have not engaged with any distributors to date, but the Company has access to a well-established network of dealers. The Company projects 500 dealers for the on-road LEVs (Terra EBike, Foras and Spiritus), with 200 existing dealers and more than 300 dealer requests. The Company also projects 300 dealers for the off-road LEVs (Tectus, Aspero and Skyrider), with 100 existing dealers and more than 200 dealer requests. The Company has already obtained pre-orders for its product series through these sources.
We also intend to engage Daymak Inc., an affiliate of our sole officer Mr. Aldo Baiocchi, as a non-exclusive distributor of our products, when ready, for which it will receive a fee in line with industry standards. In addition, we intend to establish showrooms and sell products directly to retail customers. We may also sell direct to consumer via our website or future showrooms.
Market Information
Investment in clean technology has been trending upwards for several years as nations, governments, and societies overall become more aware of the damaging effects that pollution and greenhouse gas emissions have on the environment. General societal attitudes are also changing in support of more environmentally friendly solutions.
Electric vehicles (EVs) and light electric vehicles (LEVs) are a growing segment of this clean technology movement. EVs and LEVs provide safe alternative methods of transportation in a healthy and environmentally responsible manner with the use of electricity instead of fossil fuels. In recent years, LEVs have also become popular in North America and Europe, where quality manufacturers are introducing new technologies and designs of LEVs. In many jurisdictions, governments are focusing on road electro-mobility and pollution reduction.
31 |
Government agencies around the world are seeking to implement policies to reduce carbon emissions and support green technology. Many jurisdictions are providing incentives for consumers and commuters to purchase ‘green products’ including emission-free vehicles.
Several market research groups forecast that by 2030, the addressable EV and LEV markets will grow to a market size of more than USD$1 trillion.
Allied Research further projects that by 2040, over 500 million passenger EVs will be on the road globally, accounting for over 30% of all passenger vehicles.
32 |
The LEV industry is highly competitive and subject to rapid change. It continues to expand and evolve as an increasing number of competitors and potential competitors enter the market, some large and well-established. Regulations complicate the market, as they can vary from state to state (like for three wheel cars) as well as from country to country (like for Ebikes and mobility scooters).
The Company projects the total addressable market for light electric vehicles to reach more than $1 trillion by 2027, based on market information from Allied Research.
Competitive Conditions
Over the last several years our industry has grown, encouraging the entry of new competitors as well as increasing the number of products from existing competitors. Although we compete with many other entities which may have greater resources or operating experience than we do, we intend to do better than our competitors and become the industry leader and biggest in the marketplace.
Intellectual Property
We do not currently have any trademarks or patents. Our intellectual property consists of the assets we purchased from AEV.
Employees
At the time of filing, the Company has one employee, Aldo Baiocchi, who is our sole executive officer. The Company expects to engage employees and contractors as necessary but has not done so at this point. Such employees would include, but not be limited to, additional executive officers, sales associates, marketing director, project managers, research and development director, production staff, accounting personnel, and service personnel and managers. The Company will also engage professional contractors to provide legal and accounting services.
Reports to Security Holders
We are required to keep appropriate books for the business at our principal offices. The books will be maintained for both tax and financial reporting purposes on a basis that permits the preparation of financial statements in accordance with GAAP. For financial reporting purposes and tax purposes, the fiscal year and the tax year are the calendar year, unless otherwise determined by our board of directors in accordance with the Internal Revenue Code. We will file with the SEC periodic reports as required by applicable securities laws.
Under the Securities Act, we must update this Offering Circular upon the occurrence of certain material events. We will file updated Offering Circulars and Offering Circular supplements with the SEC. We are also subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are offered pursuant to Regulation A, and accordingly, we will file annual reports, semiannual reports, and other information with the SEC. We will provide such documents and periodic updates electronically through the SEC’s EDGAR system at www.sec.gov. We will provide holders with copies via email or paper copies at any time upon request.
Government Regulation
Each state has its own set of rules and regulations relating to the use of LEVs, which could affect the desirability of our products to our customers in a particular state. Further, future legislation could impact the manufacture, sale, and use of LEVs. Unfavorable resolution of these issues may harm our business and results of operations. Further, imported Products are subject to duties, indirect taxes, quotas and non-tariff trade barriers that may limit the quantity of products that we may import into the United States and other countries or may impact the cost of such products.
33 |
We will be subject to general business and distributor regulations and laws in the states in which we operate, as well as Federal and state regulations and laws specifically governing the Internet and e-commerce. Existing and future laws and regulations may impede the growth of the Internet, e-commerce, or other online services, and increase the cost of providing online services. These regulations and laws may cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services.
Transfer Agent
We have engaged Colonial Stock Transfer as our transfer agent.
Bankruptcy, Receivership, Etc.
Not applicable.
Legal Proceedings
We are not aware of any pending or threatened legal proceedings in which we are involved.
Reclassification, Merger, Consolidation, Etc.
Not applicable.
The Company does not currently own any real property. We do however lease executive office space at 3172 North Rainbow Boulevard #1254, Las Vegas, NV 89108. We believe that all our properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our business.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The consolidated financial statements include the accounts of the Company.
Results of Operations for Year Ended December 31, 2022
We have not generated any revenues as of the date of this Offering Circular. We do not intend to generate revenues for at least 12 months after raising sufficient funds in this offering to begin operations.
Liquidity and Capital Resources
At December 31, 2022, the Company had no cash and cash equivalents and no working capital. We do not anticipate generating any revenue from operations for at least one year from the date of this offering circular. We will be reliant on funds raised from our offerings to capitalize the Company.
The Company currently has no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. The company believes that proceeds raised in its Regulation D offering and proceeds from this Regulation A offering will be sufficient to fund its operations and implement its business plan over at the next 12+ months. The Company intends to use the remaining proceeds raised through this Regulation A offering to expand the Company’s operations.
We currently have no commitments with any person for any capital expenditures.
We have no off-balance sheet arrangements.
34 |
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES
Our board of directors is elected annually by our shareholders. The board of directors elects our executive officers annually. Our directors and executive officers as of the date of this Offering Circular are as follows:
Name | Position | Age | Term of Office | |||
Aldo Baiocchi | CEO, President, Secretary, Chief Financial Officer (Treasurer), Director | 38 | September 2022-Present |
Aldo Baiocchi, CEO, President, Secretary, Chief Financial Officer (Treasurer), and Director. Mr. Baiocchi is responsible for overseeing our management and strategic planning and the development of our business operations. He has over 20 years of experience in the electric vehicles industry and over 14 years of experience in the computer software industry, holding various managerial roles.
Mr. Baiocchi, Founder of Daymak Inc. in 2022 with headquarters in Toronto, is a pioneer in personal light electric vehicles (LEVs). Daymak has a world-class global distribution network including 150 dealers and big-box retailers like Walmart, Costco, and Best Buy. Daymak is the number one distributor and developer of LEVs in Canada with more than 100,000 vehicles sold and is known for cutting-edge designs like the world’s first fully wireless e-bike and Canada’s first solar-powered, off-road e-bike. Daymak has been named one of the greenest companies in Ontario and won multiple awards.
In 1997, Mr. Baiocchi established Aludra Inc., a technology services and internet applications company in Canada, the common shares of which commenced trading in November 2000 on the Canadian Venture Exchange (which was later renamed as the TSX Venture Exchange in 2001). Mr. Baiocchi served as director for Aludra Inc. from 1997 to 2002 and was responsible for managing a team of multimedia website developers and product sales.
Mr. Baiocchi co-founded Microforum Inc. in 1987, with his last position as vice president of production until his departure in 1997. Microforum Inc. was listed on the Toronto Stock Exchange from 1996 to 2002. He was responsible for managing a team of multimedia software developers.
While at Aludra Inc. and Microforum Inc., Mr. Baiocchi managed R&D teams that developed several award-winning computer software programs that achieved millions of dollars in sales. Mr. Baiocchi obtained a bachelor’s degree of arts in economics from York University in Canada in June 1991.
Board Committees
We have not established an audit committee, compensation committee, or nominating committee.
Family Relationships
There are no familial relationships between any of our officers and directors.
Director or Officer Involvement in Certain Legal Proceedings
No officer, director, or persons nominated for such positions, promoter, control person or significant employee has been involved in the last ten years in any of the following:
● | Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, | |
● | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), |
35 |
● | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities, | |
● | Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. | |
● | Having any government agency, administrative agency, or administrative court imposes an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity. | |
● | Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity. | |
● | Administrative proceedings related to their involvement in any type of business, securities, or banking activity. |
Code of Ethics
We have not adopted a Code of Ethics.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company’s officer and directors have not received any compensation as of the date of this offering. However, the Company intends to enter into an employment agreement with Mr. Aldo Biaocchi, CEO, whereby he will be entitled to receive an initial base salary of $10,000.00 per month plus bonuses and certain other benefits, to be negotiated between Mr. Biaocchi and the Company. Mr. Baiocchi also received 20,000,000 shares of stock on the formation of the Company.
Equity Incentive Plan
We have not adopted an equity incentive plan but may elect to do so in the future.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
The following table sets forth the ownership, as of the date of July 15, 2023, of our common stock by each person known by us to be the beneficial owner of more than 10% of any class of our outstanding voting stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.
As of July 15, 2023, there are 200,000,000 shares of common stock outstanding, for a total of 200,000,000 votes eligible to be cast in any Company vote.
The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities.
36 |
Except as otherwise indicated and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.
Title of Class | Name of Beneficial Ownership | Amount and Nature of Beneficial Ownership | Amount and Nature of Beneficial Ownership Acquirable | Percent of Class | ||||||||||
Common stock | Global Eudamonic Capital Holdings | 100,000,000 | (1) | 9,000,000 | 4.5 | % | ||||||||
Common stock | Cavallo Group | 50,000,000 | (2) | 121,000,000 | 60.5 | % | ||||||||
Common stock | Baiocchi Ventures Inc. | 30,000,000 | (3) | 50,000,000 | 25 | % | ||||||||
Common stock | 2659948 ONTARIO INC | 20,000,000 | 20,000,000 | 10 | % |
(1) |
Global Eudamonic Capital Holdings is principally owned and controlled by Dr. Hajnalka Eross. | |
(2) | Cavallo Group is controlled by Rob Abenante. Mr. Abenante performs consulting services for the Company and owns a significant portion of AEV. | |
(3) | Baiocchi Ventures Inc. and 2659948 ONTARIO INC are owned and controlled by Aldo Baiocchi. |
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
The Company’s officers and directors and their Affiliates may act in a similar capacity for or be an investor in other business entities engaged in making similar investments to those contemplated to be made by the Company or may raise investment funds for other investors, companies, partnerships, or entities that may compete with the Company. To the extent their time is required on these business and management activities, they may not be available to be involved in the day-to-day monitoring of the Company’s operations.
Payments to the officers, directors and their affiliates for services rendered to the Company have not been and will not be determined by arm’s length negotiations. The Company may engage affiliates of the Company’s management and Board of Directors to provide services to the Company, which services will be paid at rates the Board of Directors believes to be in accordance with market standards.
Attorneys, accountants, and/or other professionals representing the Company may also serve as counsel or agent to the officers and directors of the Company or their Affiliates. As a result, conflicts may arise, and if those conflicts cannot be resolved or the consent of the respective parties cannot be obtained to the continuation of the multiple representations after full disclosure of any such conflict, such counsel will withdraw from representing one or more of the conflicting interests with respect to the specific matter involved.
Related Party Transactions
The Company acquired its assets from AEV. AEV is managed by Aldo Baiocchi, our sole officer, Robert Abenante, a Company consultant and significant owner, and a third party. AEV is principally owned by Daymak Inc., an affiliate of Aldo Baiocchi. AEV acquired the assets from Daymak Inc. and resold them to the Company at essentially its cost in an effort to reorganize the ownership structure of the assets. The Company must pay the purchase price for the assets prior to June 30, 2024- all amounts due are outstanding as of the date of this offering circular.
The Company sold an aggregate of 200,000,000 common shares and 200,000,000 Warrants to affiliates of the Company’s sole officer and directors and AEV, and to Aldo Baiocchi, for a price of $0.0001 per Share and $0.0001 per Warrant upon formation of the Company. See “Security Ownership of Management And Certain Securityholders.”
37 |
Daymak Inc. is expected to act as a non-exclusive distributor of the Company’s products, for which it will receive a fee in line with industry standards, the terms of which distribution have yet to be agreed upon by the parties.
The following description is a summary of the material rights of shareholders. Shareholder rights are dictated via the Company’s Articles of Incorporation and Bylaws. Each of the foregoing documents has been filed as an exhibit to this Offering Circular and the following summary is subject to, and qualified in its entirety by, the applicable documents.
Common Stock
The Company is authorized to issue 509,200,000 Shares of common stock. As of the date of this Regulation A Offering Circular, 200,000,000 Shares are outstanding and were issued on the Company’s formation on September 15, 2022, to four holders of record.
Each Share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. Shareholders may take action by written consent. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends to common stockholders since our inception, and we presently anticipate that all earnings, if any, will be retained for the development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.
Holders of our common stock have no pre-emptive rights or other subscription rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all our debts and other liabilities.
Warrants
The Company issued 200,000,000 Warrants attached to the 200,000,000 Shares issued on the Company’s formation on September 15, 2022. Each Warrant permits the purchase of one Share at an exercise price of $0.0001 per Share, as adjusted. These Warrants expire October 1, 2027.
No Warrant may be exercised until at least one year from its issuance. Further, Warrants may not be exercised unless the Shares underlying the Warrants (“Underlying Shares”) have been included in an offering under Tier 2 of Regulation A promulgated under the Securities Act or are otherwise registered with the SEC. When eligible, Warrants may be exercised at a price of $3.00 per Share. Notwithstanding the foregoing, in the event the Shares become publicly traded (on national securities exchange or over the counter market or alternative trading system) and trade at a price of $3.25 or more, the termination date of the Warrants will be accelerated to the day thirty (30) days from the first date the Shares trade at such price. Warrants will expire October 21, 2027. Warrants may not be transferred without consent from the Company. Further, The Company is under no obligation to include the Underlying Shares in any Regulation A offering or to otherwise register the Underlying Shares with the SEC.
Nevada Anti-Takeover Provisions
We are subject to Sections 78.411 through 78.444 of the Nevada Revised Statues which prohibits persons deemed “interested stockholders” from engaging in a “business combination” with a Nevada corporation for three years following the date these persons become interested stockholders. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 10% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors.
38 |
We are also subject to Sections 78.378 through 78.3793 of the Nevada Revised Statutes, commonly referred to as the “control share law”, so long as we have 200 or more shareholders of record, at least 100 of whom are in Nevada. The control share law provides, among other things, that a person (individually or in association with others) who acquires a “controlling interest” (which, under the definition in the control share law, can be as small as 20% of the voting power in the election of directors) in a corporation will obtain voting rights in the “control shares” only to the extent such rights are conferred by a vote of the disinterested shareholders. In addition, in certain cases where the acquiring party has obtained such shareholder approval for voting rights, shareholders who voted against conferring such voting rights will be entitled to demand payment by the corporation of the fair value of their shares.
The Nevada Revised Statutes further allow our board of directors to consider factors other than the offering price in deciding upon whether to reject or approve a tender offer or proposed merger or similar transaction. These factors include:
● | the effect on employees, suppliers and customers; | |
● | the economy of Nevada and the nation; | |
● | the effect on the communities in which offices of the corporation are located; and | |
● | the long-term as well as short-term interests of the corporation and its stockholders, including the possibility that these interests may be better served by continued independence. |
The provisions of Nevada law and our articles of incorporation and bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. Such provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions which shareholders may otherwise deem to be in their best interests.
RETIREMENT TRUSTS AND OTHER BENEFIT PLAN INVESTORS
Each respective investor that is an employee benefit plan or trust (an “ERISA Plan”) within the meaning of, and subject to, the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), or an individual retirement account (“IRA”) or Keogh Plan subject to the Internal Revenue Code, should consider the matters described below in determining whether to invest in the Company.
In addition, ERISA Plan fiduciaries must give appropriate consideration to, among other things, the role that an investment in the Company plays in such ERISA Plan’s portfolio, taking into consideration (i) whether the investment is reasonably designed to further the ERISA Plan’s purposes, (ii) an examination of the risk and return factors, (iii) the portfolio’s composition with regard to diversification, (iv) the liquidity and current return of the total portfolio relative to the ERISA Plan’s objectives and (v) the limited right of investors to withdraw all or any part of their capital accounts or to transfer their interests in the Company.
If the assets of the Company were regarded as “plan assets” of an ERISA Plan, an IRA, or a Keogh Plan, the management of the Company would be a “fiduciary” (as defined in ERISA) with respect to such plans and would be subject to the obligations and liabilities imposed on fiduciaries by ERISA. Moreover, other various requirements of ERISA would also be imposed on the Company. In particular, any rule restricting transactions with “parties in interest” and any rule prohibiting transactions involving conflicts of interest on the part of fiduciaries would be imposed on the Company which may result in a violation of ERISA unless the Company obtained an appropriate exemption from the Department of Labor allowing the Company to conduct its operations as described herein.
Regulations adopted by the Department of Labor (the “Plan Regulations”) provides that when a Plan invests in another entity, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established that, among other exceptions, the equity participation in the entity by “benefit plan investors” is not “significant.” The Pension Protection Act of 2006 amended the definition of “benefit plan investors” to include only plans and plan asset entities (i.e., entities that are themselves deemed to hold plan assets by virtue of investments in them by plans) that are subject to part 4 of Title I of ERISA or section 4975 of the Internal Revenue Code. This new definition excludes governmental, church, and foreign benefit plans from consideration as benefit plan investors.
39 |
Under the Plan Regulations, participation by benefit plan investors is “significant” on any date if, immediately after the last acquisition, 25% or more of the value of any class of equity interests in the entity is held by benefit plan investors. The Company intends to limit the participation in the Company by benefit plan investors to the extent necessary so that participation by benefit plan investors will not be “significant” within the meaning of the Plan Regulations. Therefore, it is not expected that the Company assets will constitute “plan assets” of plans that acquire interests.
It is the current intent of the Company to limit the aggregate investment by benefit plan investors to less than 25% of the value of the equity interests so that equity participation of benefit plan investors will not be considered “significant.” The Company reserves the right, however, to waive the 25% limitation.
ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER EMPLOYEE BENEFIT PLANS IS IN NO RESPECT A REPRESENTATION BY THE COMPANY OR ITS OFFICERS, DIRECTORS, OR ANY OTHER PARTY THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISERS AS TO THE PROPRIETY OF SUCH AN INVESTMENT IN LIGHT OF THE CIRCUMSTANCES OF THAT PARTICULAR PLAN AND CURRENT TAX LAW.
Our financial statements for fiscal year ended December 31, 2022 included in this Offering Circular have been audited by Assurance Dimensions as stated in its report appearing herein. Such financial statements have been included in reliance upon the report of such firm given upon its authority as an expert in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC an Offering Statement on Form 1-A under the Securities Act with respect to the interests offered by this Offering Circular. This Offering Circular does not contain all of the information included in the Offering Statement, portions of which are omitted as permitted by the rules and regulations of the SEC. For further information pertaining to us and the interests to be sold in this offering, you should refer to the Offering Statement and its exhibits. Whenever we make reference in this Offering Circular to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the Offering Statement for copies of the actual contract, agreement or other document filed as an exhibit to the Offering Statement or such other document, each such statement being qualified in all respects by such reference. Upon the qualification of this offering, we will be subject to the informational requirements of Tier 2 of Regulation A and will be required to file annual reports, semi-annual reports, current reports and other information with the SEC. We anticipate making these documents publicly available, free of charge, on our website as soon as reasonably practicable after filing such documents with the SEC.
You can read the Offering Statement and our future filings with the SEC over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
We will answer inquiries from potential investors concerning the interests of the Company and other matters relating to the offer and sale of the Shares under this Offering Circular. We will afford the potential investors the opportunity to obtain any additional information to the extent we possess such information or can acquire such information without unreasonable effort or expense that is necessary to verify the information in this Offering Circular.
Requests and inquiries regarding this offering circular should be directed to:
Avvenire Electric Vehicle International Corp.
3172 North Rainbow Boulevard #1254, Las Vegas, NV 89108
(647) 556-3824
Email: aldo@avvenire.ca
We will provide the requested information to the extent that we possess such information or can acquire it without unreasonable effort or expense.
Avvenire Electric Vehicle International Corp.
FINANCIAL STATEMENTS
As of December, 2022
(Expressed in United States Dollars)
40 |
INDEPENDENT ACCOUNTANT’S
AUDIT REPORT
To the Board of Directors of
Avvenire Electric Vehicle International Corp:
Opinion
We have audited the accompanying financial statements of Avvenire Electric Vehicle International Corp. which comprise of the balance sheet as of December 31, 2022, and the related statements of operations, cash flows, and changes in shareholders’ equity for the inception-to-date period then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements presently fairly, in all material respects, the financial position of Avvenire Electric Vehicle International Corp.as of December 31, 2022, and the results of its operations and cash flows for the inception-to-date period then ended in accordance with accounting principles generally accepted in the United States of America.
Basis of Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the financial statements section of our report. We are required to be independent of Avvenire Electric Vehicle International Corp. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Avvenire Electric Vehicle International Corp.’s ability to continue as a going concern for a period of one year from the date that the financial statements are issued.
F-1 |
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but not absolute assurance, and therefore is not a guarantee that an audit conducted in accordance with Generally Accepted Auditing Standards (GAAS) will always detect a material misstatement when it exists.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.
In performing an audit in accordance with GAAS, we:
Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Avvenire Electric Vehicle International Corp.’s internal control. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Avvenire Electric Vehicle International Corp.’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control—related matters that we identified during the audit.
Going Concern
As discussed in Note 3, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should the Company become unable to continue as a going concern.
Allen, Texas
August 28, 2023
F-2 |
As of December 31, 2022
ASSETS | ||||
Property, plant, and equipment (idled) | $ | 1,012,677 | ||
Assets under Construction (idled) | 3,528,907 | |||
Total assets | $ | 4,541,584 | ||
LIABILITIES | ||||
Accrued expenses | $ | 21,180 | ||
Due to related parties | 4,546,809 | |||
Total liabilities | $ | 4,567,989 | ||
SHAREHOLDERS’ EQUITY | ||||
Common stock: par value of $0.0001 per share, 509,200,000 authorized shares Issued and outstanding: 200,000,000 shares | $ | 20,000 | ||
Syndication costs | - | |||
Retained earnings (deficit) | (46,405 | ) | ||
Total shareholders’ equity | $ | (26,405 | ) | |
Total liabilities and shareholders’ equity | $ | 4,541,584 |
See accompanying footnotes and accountant’s report
F-3 |
Statement of Operations
For the inception-to-date period ended December 31, 2022
REVENUE | ||||
Sales revenue | $ | - | ||
Total revenue | $ | - | ||
Cost of goods sold | $ | - | ||
Total cost of goods sold | $ | - | ||
GROSS PROFIT | $ | - | ||
OPERATING EXPENSES | ||||
Organizational costs | $ | 46,405 | ||
Total operating expenses | $ | 46,405 | ||
Earnings before interest, taxes, depreciation, and amortization | $ | (46,405 | ) | |
Net income (loss) | $ | (46,405 | ) |
See accompanying footnotes and accountant’s report
F-4 |
Statement of Cash Flows
For the inception-to-date period ended December 31, 2022
Cash flows from operating activities | ||||
Net income (loss) | $ | (46,405 | ) | |
Adjustments to reconcile Change in net assets to net cash provided by operating activities: | ||||
Increase (decrease) in accrued expenses | 21,180 | |||
Net cash provided (used) by Operating activities | $ | (25,225 | ) | |
Cash flows from investing activities | ||||
Decrease (increase) in property, plant, and equipment | $ | (1,012,677 | ) | |
Decrease (increase) in assets under construction | (3,528,907 | ) | ||
Net cash provided (used) by Financing activities | $ | (4,541,584 | ) | |
Cash flows from financing activities | ||||
Capital contributions | $ | 20,000 | ||
Increase (decrease) in due to related parties | 4,546,809 | |||
Net cash provided (used) by Financing activities | $ | 4,566,809 | ||
Net increase (decrease) in cash | $ | - | ||
Cash at beginning of period | $ | - | ||
Cash at end of period | $ | - | ||
Supplemental disclosure of cash flow information Cash paid during the year for interest | $ | - |
See accompanying footnotes and accountant’s report
F-5 |
Statement of Changes in Shareholders’ Equity
For the inception-to-date period ended December 31, 2022
Common Stock | Total | |||||||||||
Description | Number of Shares | Amount | Total | |||||||||
Shareholders Equity at Inception | - | $ | - | - | ||||||||
Shares issued to Founders, paid cash | 200,000,000 | $ | 20,000 | $ | 20,000 | |||||||
Capital distributions | - | - | - | |||||||||
Syndication costs | - | - | - | |||||||||
Retained earnings (deficit) | - | (46,405 | ) | (46,405 | ) | |||||||
Shareholders Equity at 12-31-2022 | 200,000,000 | $ | (26,405 | ) | $ | (26,405 | ) |
See accompanying footnotes and accountant’s report
F-6 |
Notes to Financial Statements – as of December 31, 2022
1. | Nature of Operations |
Avvenire Electric Vehicle International Corp. (the “Company”) is a newly formed corporation organized in the State of Nevada on September 15, 2022. The Company was founded to sell Light Electric Vehicles (LEV) such as mobility scooters, regular scooters, e-bikes, e-toys, off-road bikes, etc.
2. | Significant Accounting Policies |
a. | Basis of Accounting and Presentation |
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification (“FASB ASC”). The Company has adopted a calendar year-end.
b. | Cash & Cash Equivalents |
Cash & cash equivalents include cash in bank accounts and highly liquid debt instruments purchased with an original maturity of three months or less.
c. | Startup Costs |
In accordance with GAAP, the Company classifies its startup costs into two categories: (a) organization costs and (b) deferred offering costs. Organization costs are expensed as incurred and deferred offering costs, which consist of certain costs incurred in connection with investment offering, are capitalized and amortized over a 12-month period. For the inception-to-date period ended December 31, 2022, the Company incurred $46,405 in organization costs and no deferred offering costs.
d. | Concentration of Credit Risk |
The Company did not have any bank accounts as of December 31, 2022, but planned to maintain cash with US-based financial institutions in the future. The Federal Deposit Insurance Corporation (FDIC) insures the total deposits at financial institutions in the United States up to $250,000 per depositor.
e. | Property, Plant, & Equipment (Idled Assets) |
The Company follows the practice of capitalizing all expenditures for property, plant, and equipment in excess of $500. Depreciation of all such items is computed on a straight-line basis over the estimated useful lives of the assets which generally are as follows:
Buildings | 39 years |
Building improvements | 15 - 39 years |
Molds | 5 years |
Furniture and equipment | 3 - 7 years |
Software | 5 years |
Vehicles | 5 years |
Leasehold improvements | life of lease or useful life (whichever is shorter) |
F-7 |
Property, plant, and equipment assets are reviewed for impairment whenever there is objective evidence to indicate that the carrying amount of an asset is greater than its estimated recoverable amount. The excess of the carrying amount above the recoverable account is written off to the statement of operations. As of December 31, 2022, the Company did not recognize any depreciation of its property, plant, and equipment as it has not yet been placed in service. In accordance with ASC 360, management has suspended or deferred the depreciation of its temporarily idled property, plant, and equipment until it is placed or returned into service. Property, plant, and equipment as of December 31, 2022 consisted of the following:
Mining equipment | $ | 756,611 | ||
Molds | 256,066 | |||
Gross PP&E | $ | 1,012,677 | ||
Accumulated depreciation | $ | - | ||
Net PP&E | $ | 1,012,677 |
f. | Impairment of Idled Long-Lived Assets |
In accordance with ASC 860, management assesses the impairment of its temporarily idled long-lived assets at the end of each reporting period. Long-lived assets are impaired when the carrying value of the assets is greater than the recoverable amount and there is objective evidence of impairment. The recoverable amount is the present value of the future cash flows. Management did not recognize an impairment loss of its idled long-lived assets which includes property, plant, and equipment and assets under construction as of December 31, 2022.
g. | Income Taxes |
The Company is a newly incorporated corporation which is a C-corporation for tax purposes. The Company addresses uncertain tax positions in accordance with ASC Topic 740, Income Taxes, which provides guidance on the recognition, measurement, presentation, and disclosure of uncertain tax positions in the financial statements. Since the Company is a newly formed entity, management didn’t identify the existence of any uncertain tax positions. Deferred tax is recognized on temporary differences between the carrying amounts and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. The Company reviews the carrying amount of deferred tax assets at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. For the inception-to-date period ended December 31, 2022, the Company had a net loss and as such has made no provision for income taxes in the accompanying financial statements.
The following table represents the net deferred tax assets as of December 31, 2022:
Federal income tax benefit attributable: | ||||
Net operating loss carryforwards | $ | 9,745 | ||
Less: valuation allowance | (9,745 | ) | ||
Net deferred tax assets: | $ | - |
The current income taxes are based on the year’s income taxable for federal and state tax reporting periods. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based on managements analysis, the financial statements and tax bases of the assets and liabilities are the same.
Income tax expense (benefits) to the statutory rate of 21% for the inception-to-date period ended December 31, 2022, is as follows:
Tax Benefits at statutory rate - 21% | $ | (9,745 | ) | |
State income tax benefits, net of federal | - | |||
Non-deductible expenses | - | |||
Valuation allowance | 9,745 | |||
Total provision of income tax | $ |
F-8 |
h. | Use of Estimates |
The preparation of financial statements in conformity with generally accepted accounting principles at times requires the use of management’s estimates. Actual results could vary from these estimates.
i. | Advertising Costs |
The Company expenses advertising costs as they are incurred. The Company did not incur any advertising expenses for the inception-to-date period ended December 31, 2022.
j. | Accrued Expenses |
Accrued expenses consists of unpaid, organizational costs incurred by the Company. As of December 31, 2022, accrued expenses totaled $21,180.
k. | Related Party Transactions |
On September 22, 2022, the Company acquired property, plant, and equipment and assets under construction valued at $4,541,584 from Avvenire Electric Vehicle Corp., a company also owned by one of the founders and shareholders. The executed purchase and sale agreement states that the $4,541,584 sales price would be due from the Company on or before December 15, 2023 and that there would be no interest charged on the loan. Additionally, for the period ended December 31, 2022, the Company borrowed $5,225 from Aldo Baiochhi for operational expenses he paid on behalf of the Company. The $5,225 loan does not have a stated repayment period and does not bear interest. Both related party loans totaling $4,546,809 are reflected on the balance sheet under Due to Related Parties.
l. | Shareholders’ Capital |
The Company is authorized to issue 509,200,000 (five hundred nine million two hundred thousand) common stock shares. On September 15, 2022, the Company issued 200,000,000 (two hundred million) of common stock warrants at an exercise price of $0.0001 per share. On September 15, 2022, 200,000,000 (two hundred million) of those warrants were exercised by the founders in exchange for $20,000 and as such 200,000,000 (two hundred million) of common stock are issued and outstanding as of December 31, 2022. Each issued common stock share carries one vote and a right to dividends.
m. | Subsequent Events |
The Company’s management has evaluated subsequent events and transactions for potential recognition or disclosure through August 28, 2023, the date that the financial statements were available to be issued. Management is not aware of any subsequent events that would require recognition or disclosure in the financial statements.
n. | Risk and Uncertainties |
The management of the Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation and\or residual income from its business. Certain events particular to the industry in which the Company invests, as well as general economic, political conditions, or the resurgence of the coronavirus (“COVID-19”) pandemic may have a significant negative impact on the Company’s operations and profitability. Additionally, the Company is subject to changing regulatory and tax environments. Such events are beyond the Company’s control, and the likelihood that they may occur cannot be predicted.
3. | Going Concern |
These financial statements are prepared on a going concern basis. The Company was just founded in September of 2022 and as such has and will most likely incur significant additional costs before significant revenue is achieved. These matters raise substantial doubt about the Company’s ability to continue as a going concern. During the next 12 months, the Company intends to fund its operations and pay off its related party loan due on December 15, 2023 with funding from its proposed equity financing campaign. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development and refinance its related party loan which could harm its business, financial condition and operating results. The accompanying financial statements do not take into account any adjustments that could result from these uncertainties.
F-9 |
The following exhibits are filed with this Offering Circular:
Exhibit | Description | |
2.1 | Certificate of Incorporation | |
2.2 | Bylaws | |
4.1 | Form of Subscription Agreement | |
4.2 |
||
6.1 | Contract with Entoro Securities, LLC | |
6.2 | Contract with Issuance | |
6.3 | AEV Purchase Agreement | |
6.4 | AEV Purchase Agreement Amendment | |
11.1 | Consent of Auditor | |
12.1 | Opinion of Legality from Dodson Robinette, PLLC |
43 |
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 September 13, 2023.
Avvenire Electric Vehicle International Corp. | ||
September 13, 2023 | By: | /s/ Aldo Baiocchi |
Name: | Aldo Baiocchi | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) | ||
Chief Financial Officer (Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Offering Circular has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Aldo Baiocchi | Chief Executive Officer, President, Chief Financial Officer, Secretary, and Director | September 13, 2023 | ||
Aldo Baiocchi |
44 |
Exhibit 2.1
Exhibit 2.2
AVVENIRE ELECTRIC VEHICLE INTERNATIONAL CORP.
a Nevada corporation
BYLAWS
As of September 15, 2022
ARTICLE I: STOCKHOLDERS
Section 1.1: Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date and time as may be determined from time to time by the Board of Directors of the Corporation (the “Board”). The meeting may be held either at a place, within or without the State of Nevada, or by means of remote communication as the Board in its sole discretion may determine. Any other proper business may be transacted at the annual meeting.
Section 1.2: Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Chairperson of the Board, the President, the Chief Executive Officer, or by a majority of the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships (the “Whole Board”), and may not be called by any other person or persons. Any special meeting may be held either at a place, within or without the State of Nevada, or by means of remote communication as the Board in its sole discretion may determine. The business to be conducted at a special meeting of stockholders shall be limited to the purpose or purposes for which the meeting has been called as set forth in the notice of such meeting.
Section 1.3: Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such meeting, and, in the case of a special meeting, the purpose or purposes of the meeting, shall be given by the Secretary (or other person authorized by these Bylaws or by law) not less than ten (10) nor more than sixty (60) days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, under the Articles of Incorporation or under these Bylaws is entitled to such notice. If mailed, notice is given when deposited in the mail, postage prepaid, directed to such stockholder at such stockholder’s address as it appears in the records of the Corporation. Without limiting the manner by which notice otherwise may be effectively given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in the Nevada Revised Statutes (the “NRS”).
Section 1.4: Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 1.5: Quorum. Except as otherwise provided by applicable law, the Articles of Incorporation or these Bylaws, at each meeting of stockholders the holders of a majority of the voting power of the shares of stock entitled to vote at that meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. If such quorum shall not be present or represented at any meeting of stockholders, the chairperson of the meeting may adjourn the meeting without notice other than announcement at the meeting, until such quorum shall be present or represented by proxy. Shares of the Corporation’s stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are held, directly or indirectly, by the Corporation), shall neither be entitled to vote nor counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any other corporation to vote any shares of the Corporation’s stock held by it in a fiduciary capacity and to count such shares for purposes of determining a quorum.
Section 1.6: Organization; Conduct of Meetings. Meetings of stockholders shall be presided over by such person as the Board may designate or, in the absence of such a person, the Chairperson of the Board, or, in the absence of such person, the Chief Executive Officer of the Corporation, or, in the absence of such person, the President of the Corporation, or, in the absence of such person, such person as may be chosen by the holders of a majority of the voting power of the shares entitled to vote who are present, in person or by proxy, at the meeting. Such person shall be chairperson of the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of the meeting shall have the right and authority to convene and, for any or no reason, to recess and/or to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as in his or her judgment are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The chairperson of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and, if such chairperson should so determine, such chairperson shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. The Secretary of the Corporation shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.
Page 2 of 14 |
Section 1.7: Voting; Proxies. Unless otherwise stated in the Corporation’s Articles of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by either written proxy or by a transmission permitted by the NRS, but no proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period or is irrevocable and coupled with an interest. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. Neither abstentions nor broker non-votes shall be counted as votes cast for or against such matter.
Section 1.8: Fixing Date for Determination of Stockholders of Record.
1.8.1 Meetings. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall not be more than sixty (60), nor less than ten (10), days before the date of such meeting. If the Board so fixes such record date for notice of such meeting, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date for notice of such meeting, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, then the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and, in such case, shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
1.8.2 Stockholder Action by Written Consent. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board pursuant to the first sentence of this Section 1.8.2, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Nevada, its principal place of business, or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the Board pursuant to the first sentence of this Section 1.8.2, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting if prior action by the Board is required by applicable law shall be at the close of business on the date on which the Board adopts the resolution taking such prior action.
Page 3 of 14 |
1.8.3 Other Matters. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
Section 1.9: List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section 10 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting in the manner provided by law. The list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.
Section 1.10: Action by Written Consent of Stockholders.
1.10.1 General. Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.
1.10.2 Procedures. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation in the manner prescribed in this Section 1.10 and applicable law within 60 days of the first date on which a written consent is so delivered to the Corporation.
Section 1.11: Inspectors of Elections.
1.11.1 Appointment. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting.
Page 4 of 14 |
1.11.2 Inspector’s Oath. Each inspector of election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.
1.11.3 Duties of Inspectors. At a meeting of stockholders, the inspectors of election shall (a) ascertain the number of shares outstanding and the voting power of each share, (b) determine the shares represented at a meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.
1.11.4 Opening and Closing of Polls. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced by the chairperson of the meeting at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Nevada upon application by a stockholder shall determine otherwise.
1.11.5 Determinations. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with the NRS, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted under the NRS and set forth herein, the inspectors at the time they make their certification of their determinations pursuant to the relevant provisions of the NRS set forth herein shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.
ARTICLE II: BOARD OF DIRECTORS
Section 2.1: Number; Qualifications. Unless otherwise provided in the Articles of Incorporation or in these Bylaws, the number of directors which shall constitute the whole board shall be determined from time to time by resolution of the Board of Directors. No decrease in the authorized number of directors constituting the Whole Board shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.
Page 5 of 14 |
Section 2.2: Election; Resignation; Vacancies. Directors shall be elected for such terms and in the manner provided by the Articles of Incorporation and applicable law. Each director shall hold office until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Any director may resign at any time upon written notice to the Corporation. Such resignation shall be effective upon delivery unless it is specified to be effective at a later date or time or upon the occurrence of an event, in which case it shall be effective at such later date or time or upon the occurrence of such event. Except as otherwise provided by the Articles of Incorporation or by applicable law, any vacancy in the Board resulting from the death, resignation, removal or disqualification of any director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of directors to be elected by all stockholders entitled to vote generally in the election of directors, may be filled by the stockholders, by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director.
Section 2.3: Regular Meetings. Regular meetings of the Board may be held at such place, within or without the State of Nevada, and at such times as the Board may from time to time determine. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board.
Section 2.4: Special Meetings. Special meetings of the Board may be called by the Chairperson of the Board, the Chief Executive Officer, the President or a majority of the members of the Board then in office and may be held at any time, date or place, within or without the State of Nevada, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given orally (in person, by telephone or otherwise), in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least four (4) days before the meeting (if the notice is mailed) or at least twenty-four (24) hours before the meeting (if such notice is given orally, in person, by telephone or otherwise, or by hand delivery, or any means of electronic transmission, including electronic mail). Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.
Section 2.5: Remote Meetings Permitted. Members of the Board, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or other communications equipment shall constitute presence in person at such meeting.
Section 2.6: Quorum; Vote Required for Action. Subject to Section 2.2 above, a majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date or time without further notice thereof. Except as otherwise provided herein or in the Articles of Incorporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 2.7: Organization. Meetings of the Board shall be presided over by the Chairperson of the Board or, in such person’s absence, by the Chief Executive Officer or, in such person’s absence, by the President or, in such person’s absence, by a chairperson chosen by the Board at the meeting. The Secretary shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.
Page 6 of 14 |
Section 2.8: Action by Unanimous Consent of Directors. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, respectively, in the minute books of the Corporation. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 2.9: Fees and Compensation of Directors. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors, including without limitation compensation for services as members of committees of the Board. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section 2.10: Chairperson of the Board. The Corporation may also have, at the discretion of the Board, a Chairperson of the Board who shall be elected from among its ranks and who shall have the power to preside at all meetings of the Board and have such other powers and duties as provided in these Bylaws and as the Board may from time to time prescribe. The Chairperson of the Board, as such, shall not be deemed to be an officer of the Corporation.
Section 2.11: Committees. The Board of Directors may, by resolution passed by a majority of the Whole Board of Directors, establish one or more committees, each committee to consist of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the NRS to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these Bylaws.
Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these Bylaws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee at any time.
Page 7 of 14 |
ARTICLE III: OFFICERS
Section 3.1: Generally. The officers of the Corporation shall consist of a Chief Executive Officer, one or more Presidents, a Secretary and a Treasurer and may consist of such other officers, including a Chief Financial Officer, and one or more Vice Presidents, as may from time to time be appointed by the Board. All officers shall be elected by the Board; provided, however, that, notwithstanding anything to the contrary set forth herein, the Board may empower the Chief Executive Officer of the Corporation to appoint any officer other than the Chief Executive Officer, a President, the Chief Financial Officer or the Treasurer. Each officer shall hold office until such person’s successor is appointed or until such person’s earlier resignation, death or removal. Any number of offices may be held by the same person. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board or, if the vacancy is of an office that the Chief Executive Officer has been empowered to appoint, the Chief Executive Officer.
Section 3.2: Chief Executive Officer. Subject to the control of the Board and such supervisory powers, if any, as may be given by the Board, the powers and duties of the Chief Executive Officer of the Corporation are:
(a) To act as the general manager and, subject to the control of the Board, to have general supervision, direction and control of the business and affairs of the Corporation;
(b) Subject to Article I, Section 1.6 of these Bylaws, to preside at all meetings of the stockholders;
(c) Subject to the Articles of Incorporation and Article I, Section 1.2 of these Bylaws, to call special meetings of the stockholders to be held at such times and, subject to the limitations prescribed by law or by these Bylaws, at such places as he or she shall deem proper; and
(d) To affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; and, subject to the direction of the Board, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.
Section 3.3: President. The person holding the office of Chief Executive Officer shall be the President of the Corporation unless the Board shall have designated one person as the President and a different person as the Chief Executive Officer of the Corporation. The President shall have all such powers and duties as are commonly incident to the office of President, including the power to sign certificates representing shares of capital stock of the Corporation, or that are delegated to him or her by the Board or the Chief Executive Officer (if such office is then held by a person other than the person holding the office of President). A President may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer in the event of the Chief Executive Officer’s absence or disability.
Page 8 of 14 |
Section 3.4: Chief Operating Officer. The Chief Operating Officer shall have all such powers and duties as are commonly incident to the office of Chief Operating Officer or that are delegated to him or her by the Board or the Chief Executive Officer. The Chief Operating Officer may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer or President in the event of the Chief Executive Officer’s or President’s absence or disability.
Section 3.5: Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President, including the power to sign certificates representing shares of capital stock of the Corporation, or that are delegated to him or her by the Board or the Chief Executive Officer. A Vice President may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer or President in the event of the Chief Executive Officer’s and President’s absence or disability.
Section 3.6: Chief Financial Officer. The person holding the office of Chief Financial Officer shall be the Treasurer of the Corporation unless the Board shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer.
Section 3.7: Treasurer. The Treasurer shall have custody of all moneys and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, including the power to sign certificates representing shares of capital stock of the Corporation, or as the Board or the Chief Executive Officer may from time to time prescribe.
Section 3.8: Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the office of Secretary, including the power to sign certificates representing shares of capital stock of the Corporation, or as the Board or the Chief Executive Officer may from time to time prescribe.
Section 3.9: Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer of the Corporation to any other officers or agents of the Corporation, notwithstanding any provision hereof.
Section 3.10: Removal. Any officer of the Corporation shall serve at the pleasure of the Board and may be removed at any time, with or without cause, by the Board; provided that if the Board has empowered the Chief Executive Officer to appoint any officer of the Corporation, then any such officer may be removed by the Chief Executive Officer. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.
Page 9 of 14 |
Section 3.11: Representation of Shares of Other Corporations. Except as otherwise provided by the Board, and subject to the direction and control thereof, the Chief Executive Officer, the President, the Chief Operating Officer, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or any assistant secretary of this Corporation, or any other person authorized by the Board or the Chief Executive Officer, the Chief Operating Officer or the President or a Vice President, is authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.
ARTICLE IV: CAPITAL STOCK
Section 4.1: Certificates. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by a President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such signatures may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. The Corporation shall be not permitted to issue fractional shares.
Section 4.2: Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.
Section 4.3: Lost Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.
Page 10 of 14 |
ARTICLE V: INDEMNIFICATION
Section 5.1: Indemnification of Officers and Directors. Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative, legislative or any other type whatsoever (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (for purposes of this Article VI, an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the NRS, as the same exists or may hereafter be amended (but, in the case of such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, provided such Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnitees’ heirs, executors and administrators. Notwithstanding the foregoing, except as provided in Section 5.5, the Corporation shall not be obligated under this Article V to indemnify any Indemnitee seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Indemnitee unless such Proceeding (or part thereof) was authorized in the first instance by the Board.
Section 5.2: Advance of Expenses. The Corporation shall pay all expenses (including attorneys’ fees) incurred by such an Indemnitee in defending any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by such an Indemnitee in advance of the final disposition of such Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article V or otherwise.
Section 5.3: Non-Exclusivity of Rights. The rights conferred on any person in this Article V shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaw, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article V shall limit the ability of the Corporation, in its discretion but subject to applicable law, to provide rights to indemnification or advancement of expenses to any person other than an Indemnified Person or to provide greater rights to indemnification and advancement of expenses than those provided in this Article VI to any Indemnified Person.
Section 5.4: Indemnification Agreements. The Board is authorized to cause the Corporation to enter into agreements with any director, officer, employee, agent or fiduciary of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee, agent, fiduciary, trustee, partner or managing member of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification or advancement rights to such person. Such rights may be greater than those provided in this Article V.
Page 11 of 14 |
Section 5.5: Claims.
5.5.1 Right to Bring Suit. If a claim for indemnification (following the final disposition of such Proceeding) under Section 5.1 of this Article V is not paid in full by the Corporation within sixty (50) days after a written claim has been received by the Corporation, or a claim for advancement of expenses is not paid in full within thirty (30) days after the Corporation has received a statement or statements therefor, the Indemnitee shall be entitled at any time thereafter (but not before) to bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled, to the fullest extent permitted by law, to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable standard of conduct for entitlement to indemnification under applicable law.
5.5.2 Effect of Determination. Neither the failure of the Corporation (whether by its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of a suit by the Indemnitee to enforce a right to indemnification that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct to be entitled to indemnification under applicable law, nor an actual determination by the Corporation (whether by its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the Indemnitee has not met such standard of conduct, shall create a presumption that the Indemnitee has not met such standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.
5.5.3 Burden of Proof. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking provided hereunder, the burden of proving that the Indemnitee is not entitled to be indemnified, or is required to repay any amounts advanced pursuant to the terms of such undertaking, under this Article V shall be on the Corporation.
Section 5.5: Nature of Rights. The rights conferred upon Indemnitees in this Article V shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer or trustee of the Corporation and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any right to indemnification or to advancement of expenses arising under this Article V shall not be eliminated or impaired by an amendment to these Bylaws after the occurrence of the act or omission that is the subject of the Proceeding for which indemnification or advancement of expenses is sought.
Section 5.7: Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, agent or fiduciary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent, fiduciary, trustee, partner or managing member of another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the NRS.
Page 12 of 14 |
Section 5.8: Certain Defined Terms. Any reference to an officer of the Corporation in this Article V shall be deemed to refer exclusively to the Chief Executive Officer, the President, the Chief Operating Officer, any Vice President, the Chief Financial Officer, the Treasurer or the Secretary appointed pursuant to Article III of these Bylaws, and to any other officer of the Corporation appointed by (x) the Board pursuant to Article III of these Bylaws or (y) an officer to whom the Board has delegated the power to appoint officers pursuant to Article III of these Bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent governing body) of such other entity pursuant to the certificate of incorporation and bylaws (or equivalent organizational documents) of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “vice president” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article V.
ARTICLE VI: NOTICES
Section 6.1: Notice.
6.1.1 Form and Delivery. Except as otherwise specifically required in these Bylaws (including, without limitation, Section 2.4 above or Section 6.1.2 below) or by applicable law, all notices required to be given pursuant to these Bylaws shall be in writing and may (a) in every instance in connection with any delivery to a member of the Board, be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by prepaid overnight express courier, facsimile, electronic mail or other form of electronic transmission and (b) be effectively be delivered to a stockholder when given by hand delivery, by depositing such notice in the mail, postage prepaid or by sending such notice by electronic transmission in accordance with the NRS. Any such notice shall be addressed to the person to whom notice is to be given at such person’s address as it appears on the records of the Corporation. Except as otherwise provided by law, the notice shall be deemed given (a) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (b) in the case of delivery by mail, upon deposit in the mail, postage prepaid, (c) in the case of delivery by overnight express courier, when dispatched, and (d) in the case of delivery via electronic mail or other form of electronic transmission, when dispatched.
6.1.2 Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the NRS, the Articles of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission in accordance with the NRS.
Page 13 of 14 |
6.1.3 Affidavit of Giving Notice. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Section 6.2: Waiver of Notice. Whenever notice is required to be given under any provision of the NRS, the Articles of Incorporation or these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.
ARTICLE VII: MISCELLANEOUS
Section 7.1: Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board.
Section 7.2: Seal. The Board may provide for a corporate seal, which may have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board.
Section 7.3: Form of Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the NRS.
Section 7.4: Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Articles of Incorporation, then such provision shall, to the fullest extent permitted by law, be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Articles of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Articles of Incorporation) shall remain in full force and effect.
ARTICLE VIII: AMENDMENT
Notwithstanding any other provision of these Bylaws, any alteration, amendment or repeal of these Bylaws, or the adoption of new Bylaws, shall require the approval of the Board or the stockholders of the Corporation as provided by the Articles of Incorporation and applicable law.
Page 14 of 14 |
CERTIFICATION OF BYLAWS
OF
AVVENIRE ELECTRIC VEHICLE INTERNATIONAL CORP.
a Nevada corporation
I, Aldo Baiocchi, certify that I am Secretary of Avvenire Electric Vehicle International Corp., a Nevada corporation (the “Corporation”), that I am duly authorized to make and deliver this certification, that the attached Bylaws are a true and complete copy of the Bylaws of the Corporation in effect as of the date of this certificate.
Dated: September 15, 2022
/s/ Aldo Baiocchi | |
Aldo Baiocchi, Secretary |
Exhibit 4.1
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO INVESTOR IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.
THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THE OFFERING MATERIALS.
SUBSCRIPTION AGREEMENT
To: | Avvenire Electric Vehicle International Corp. |
3172 North Rainbow Boulevard #1254 | |
Las Vegas, NV 89108 |
Ladies and Gentlemen:
The undersigned (“Investor”) hereby subscribes for the dollar amount (“Subscription Amount”) of Units (defined below) from Avvenire Electric Vehicle International Corp., a Nevada corporation (the “Company”) as indicated on the signature page hereto.
WHEREAS, the Company is offering up to 50,000,000 units, each one consisting of one share of common stock and one warrant to purchase common stock in the Company (the “Units”) at $1.50 per Unit for proceeds up to $75,000,000, pursuant to its Form 1-A, as amended and/or supplemented from time to time (“Offering Statement”), filed with the Securities and Exchange Commission (“SEC”) under Tier II of Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
NOW, THEREFORE, it is agreed as follows:
1. The Units will be held by the Investor as indicated on the signature page and Subscriber Information Page hereto.
1 |
2. To induce the Company to accept this subscription, the Investor hereby agrees and represents that:
(a) Concurrent with the execution hereof, the Investor authorizes the Company to request the Subscription Amount from the Investor’s bank or other financial institution. The Investor has transferred funds equal to the Subscription Amount to the Company concurrently with submitting this Subscription Agreement, unless otherwise agreed by the Company.
(b) Within five (5) days after receipt of a written request from the Company, the Investor shall provide such information and execute and deliver such documents as the Company may reasonably request to comply with any and all laws and ordinances to which the Company may be subject, including the securities laws of the United States or any other applicable jurisdiction.
(c) The Company has entered into, and from time to time may enter into, separate subscription agreements with other investors for the sale of Units to such other investors. The sale of Units to such other investors and this sale of the Units shall be separate sales and this Subscription Agreement and the other subscription agreements shall be separate agreements.
(d) The Company may elect at any time to close all or any portion of this offering on various dates (each a “Closing Date”).
(e) The Investor understands the meaning and legal consequences of, and that the Company intends to rely upon, the representations and warranties contained in Sections 2, 3, 4 and 5 hereof, and the Investor hereby agrees to indemnify and hold harmless the Company and each and any manager, member, officer, employee, agent or affiliate thereof from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of the Investor. The representations, warranties and covenants made by Investor herein shall survive the closing or termination of this Subscription Agreement.
3. The Investor hereby represents and warrants that the Investor is a “qualified purchaser,” as defined in Regulation A under the Securities Act, meaning Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and indicated on the U.S. Accredited Investor Certificate attached hereto, or the Subscription Amount does not represent more than 10% of the greater of Investor’s annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net worth at fiscal year-end (for non-natural persons), with net worth calculated in the same manner as for accredited investors under Rule 501 of Regulation D under the Securities Act.
4. The Investor hereby further represents, warrants, acknowledges and agrees, which representations and warranties will be true and correct as of Investor’s Closing Date, that:
(a) The information provided by the Investor to the Company via this Subscription Agreement or otherwise is true and correct in all respects as of the date hereof and the Investor hereby agrees to promptly notify the Company and supply corrective information to the Company if, prior to the consummation of its investment in the Company, any of such information becomes inaccurate or incomplete.
(b) The Investor, if an individual, is over 18 years of age (or older if required by Investor’s state in order to purchase securities), and the address set forth above is the true residence and domicile of the Investor, and the Investor has no present intention of becoming a resident or domiciliary of any other state or jurisdiction. If a corporation, trust, partnership or other entity, the Investor has its principal place of business at the address set forth on the signature page.
2 |
(c) If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Units. Investor represents and warrants that Investor’s subscription and payment for and continued beneficial ownership of the Units will not violate any applicable securities or other laws of Investor’s jurisdiction.
(d) The Investor has had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the Company and the terms and conditions of this investment, and all such questions have been answered to the full satisfaction of the Investor.
(e) Except as set forth in this Subscription Agreement, no representations or warranties have been made to the Investor by the Company or any partner, agent, employee or affiliate thereof.
(f) The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto. The Investor has consulted its own advisers with respect to its proposed investment in the Company.
(g) The Investor is not making this subscription in any manner as a representative of a charitable remainder unitrust or a charitable remainder trust.
(h) The Investor has the financial ability to bear the economic risk of the Investor’s investment, including a complete loss thereof, has adequate means for providing for its current needs and possible contingencies and has no need for liquidity in its investment.
(i) The Investor acknowledges and understands that:
(i) | The Units are a speculative investment and involve a substantial degree of risk; | ||
(ii) | The Company does not have a significant financial or operating history; | ||
(iii) | The Units are being offered pursuant to Regulation A under the Securities Act and have not been registered or qualified under any state blue sky or securities law; and | ||
(iv) | Any federal income tax treatment which may be currently available to the Investor may be lost through adoption of new laws or regulations, amendments to existing laws or regulations or changes in the interpretations of existing laws and regulations. |
(j) The Investor has received and reviewed the Company’s Offering Statement, as amended or supplemented, and exhibits included therewith, including the “Risk Factors” contained in the Offering Statement.
3 |
(k) The Investor represents and warrants that (i) the Units are to be purchased with funds that are from legitimate sources in connection with its regular business activities and which do not constitute the proceeds of criminal conduct; (ii) the Units are not being acquired, and will not be held, in violation of any applicable laws; (iii) the Investor is not listed on the list of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control (“OFAC”); and (iv) the Investor is not a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
(l) If the Investor is an individual retirement account, qualified pension, profit sharing or other retirement plan, or governmental plans or units (all such entities are herein referred to as a “Retirement Trust”), the Investor represents that the investment in the Company by the Retirement Trust has been authorized by the appropriate person or persons and that the Retirement Trust has consulted its counsel with respect to such investment and the Investor represents that it has not relied on any advice of the Company or its affiliates in making its decision to invest in the Company.
(m) Neither the execution and delivery of this Agreement nor the fulfillment of or compliance with the terms and provisions hereof, will conflict with, or result in a breach or violation of any of the terms, conditions or provisions of, or constitute a default under, any contract, agreement, mortgage, indenture, lease, instrument, order, judgment, statute, law, rule or regulation to which Investor is subject.
(n) Investor has reviewed all of the Company’s SEC filings filed by the Company since the Company’s Offering Statement was qualified by the SEC. Investor acknowledges that the Company’s SEC filings, including but not limited to the Offering Statement, are available free of charge at the SEC’s web site at www.sec.gov.
(o) Investor has all requisite power and authority to (i) execute and deliver this Agreement, and (ii) to carry out and perform its obligations under the terms of this Agreement. This Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of Investor, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting the enforcement of creditors’ rights generally in effect from time to time and by general principles of equity.
(p) Investor acknowledges and agrees that there is no ready public market for the Units or common stock or warrants of the Company and that there is no guarantee that a market for their resale will ever exist. The Company has no obligation to list any of the Units or its common stock on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to facilitating trading or resale of the Units or the Company’s common stock. Investor must bear the economic risk of this investment indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor’s entire investment in the Units. Investor also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Units.
(q) It is understood that this subscription is irrevocable by Investor but is not binding on the Company until accepted by the Company by signature of its authorized representative on the acceptance page hereto. The Company may accept or reject this subscription in whole or in part. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 2(d) hereof, which shall remain in force and effect.
4 |
(r) The Company reserves the right to request such information as is necessary to verify the identity of the Investor. The Investor shall promptly on demand provide such information and execute and deliver such documents as the Company may request to verify the accuracy of the Investor’s representations and warranties herein or to comply with the USA PATRIOT Act of 2001, as amended (the “Patriot Act”), certain anti-money laundering laws or any other law or regulation to which the Company may be subject (the “Relevant Legislation”). In addition, by executing this Subscription Agreement the Investor authorizes the Company to provide the Company’s legal counsel and any other appropriate third party with information regarding the Investor’s account, until the authorization is revoked by the Investor in writing to the Company.
(s) ERISA Considerations. Subscriber represents and warrants that the Subscriber is either:
(a) | Purchasing the Units with funds that constitute the assets of one or more of the following: |
(ii) | an “employee benefit plan” as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA; | ||
(iii) | an “employee benefit plan” as defined in Section 3(3) of ERISA that is not subject to either Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (including a governmental plan, non-electing church plan or foreign plan). The Investor hereby represents and warrants that (a) its investment in the Company: (i) does not violate and is not otherwise inconsistent with the terms of any legal document constituting or governing the employee benefit plan; (ii) has been duly authorized and approved by all necessary parties; and (iii) is in compliance with all applicable laws, and (b) neither the Company nor any person who manages the assets of the Company will be subject to any laws, rules or regulations applicable to such Investor solely as a result of the investment in the Company by such Investor; | ||
(iv) | a plan that is subject to Section 4975 of the Code (including an individual retirement account); | ||
(v) | an entity (including, if applicable, an insurance company general account) whose underlying assets include “plan assets” of one or more “employee benefit plans” that are subject to Title I of ERISA or “plans” that are subject to Section 4975 of the Code by reason of the investment in such entity, directly or indirectly, by such employee benefit plans or plans; or | ||
(vi) | an entity that (a) is a group trust within the meaning of Revenue Ruling 81-100, a common or collective trust fund of a bank or an insurance company separate account and (b) is subject to Title I of ERISA, Section 4975 of the Code or both; or |
(b) | Not purchasing the Units with funds that constitute the assets of any of the entities or plans described in this Section 4(m)(1). |
5 |
5. The Company represents and warrants to the Investor that:
(a) The Company is duly formed and validly existing in good standing as a corporation under the laws of the State of Nevada and has all requisite power and authority to carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this Subscription Agreement have been authorized by all necessary action on behalf of the Company, and this Subscription Agreement is a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
(c) The securities constituting the Units, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.
6. Notwithstanding anything contained in this Subscription Agreement, Investor is not being asked to waive, and is not waiving any right to bring a claim against the Company under the Securities Act, Securities Exchange Act of 1934 or similar state law; however, the Company may rely on the representations contained in this Subscription Agreement in defense of such claims, if applicable.
7. By executing this Subscription Agreement, Investor’s execution of this Agreement will also serve as Investor’s approval of the Company’s Bylaws and Articles of Incorporation.
8. Miscellaneous.
(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.
(b) This Subscription Agreement is not transferable or assignable by Investor without the prior written consent of the Company.
(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Investor and its heirs, executors, administrators, transferees and successors and shall inure to the benefit of the Company and its successors and assigns.
(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor.
(e) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
(f) This Subscription Agreement constitutes the entire agreement between the Investor and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof.
6 |
(g) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.
(h) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
(i) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
(j) Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, on the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the respective parties at the addresses set forth on the signature page hereto with respect to the Investor and above with respect to the Company. The Company will not accept notice by email or other electronic communication.
(k) THE COMPANY WILL NOT BE LIABLE TO INVESTOR FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF INVESTOR TELLS THE COMPANY IT MIGHT INCUR THOSE DAMAGES.
(l) Investor agrees that the Company may deliver all notices, tax reports and other documents and information to Investor by email or another electronic delivery method chosen by the Company. Investor agrees to tell the Company right away if Investor changes its email address or home mailing address so the Company can send information to the new address.
(m) Each of the parties hereto agrees that the transaction consisting of this Agreement (and, to the extent permitted under applicable law, each related agreement) may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Agreement (or, if applicable, related agreement) using an electronic signature, it is signing, adopting, and accepting this Agreement or such closing document and that signing this Agreement or such related agreement using an electronic signature is the legal equivalent of having placed its handwritten signature on this Agreement or such related agreement on paper. The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.
(n) IN ANY DISPUTE WITH THE COMPANY, INVESTOR AND THE COMPANY AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY. This means that any dispute will be heard by an arbitrator or a judge, not a jury. This provision will not apply to claims under the Securities Act or Exchange At.
(o) The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Nevada as applied to contracts executed in and performed wholly within the State of Nevada, without reference to principles of conflict of laws. This provision will not apply to claims under the Securities Act or Exchange At.
[SIGNATURE PAGE FOLLOWS]
7 |
AVVENIRE ELECTRIC VEHICLE INTERNATIONAL CORP.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
The undersigned, desiring to purchase Units from Avvenire Electric Vehicle International Corp., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below.
___________________
Date
$__________________
Subscription Amount
___________________
No. of Units
_________________________________________ | _______________________________________ | |
Name of Investor (Person or Entity) | Name of Joint Investor (if any) | |
________________________________________ | ________________________________________ | |
Signature | Additional Signature (if necessary) | |
________________________________________ | ________________________________________ | |
Title (if Investor not a natural person) | Title (if necessary) |
ACCEPTANCE | ||
The foregoing subscription is hereby accepted this _____ day of ______________, | ||
20_______. | ||
The Subscription in Amount of $ _________________ is accepted for ___________ Units | ||
_______________________________________ | _____________________________________ | |
Name of Authorized Agent | Signature of Authorized Agent |
ACCREDITED INVESTOR CERTIFICATE
The Investor hereby represents and warrants that that the Investor is an Accredited Investor, as defined by Rule 501 of Regulation D under the Securities Act of 1933, and Investor meets at least one (1) of the following criteria (initial all that apply) or that Investor is an unaccredited investor and meets none of the following criteria:
Please initial each applicable statement below
1. | ______ | The Investor is a natural person (individual) whose own net worth, taken together with the net worth of the investor’s spouse or spousal equivalent, exceeds $1,000,000. Net worth for this purpose means the difference between total assets and total liabilities, excluding positive equity in the investor’s principal residence, but reduced by (1) any additional indebtedness secured by the investor’s principal residence incurred within the 60 days prior to his/her purchase of Units (other than debt incurred as a result of the acquisition of the primary residence) and (2) any negative equity in the investor’s principal residence. Assets need not be held jointly to be included in the calculation of net worth, nor do the securities need to be purchased jointly. | |
2. | ______ | The Investor is a natural person (individual) who had an individual income in excess of $200,000 (or joint income with the investor’s spouse or spousal equivalent in excess of $300,000) in each of the two previous years and who reasonably expects a gross income in excess of $200,000 (or joint income with the investor’s spouse in excess of $300,000) this year. | |
3. | ______ | The Investor is a director or executive officer, or manager of the Company. | |
4. | ______ | The Investor is an entity as to which all the equity owners are accredited investors. | |
5. | ______ | The Investor is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Units, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D of the Securities Act. | |
6. | ______ | The Investor is an organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. | |
7. | ______ | The Investor is either (i) a bank or any savings and loan association or other institution acting in its individual or fiduciary capacity; (ii) a broker or dealer; (iii) a registered investment adviser or investment adviser relying on the exemption from registering under the Investment Advisers Act of 1940; (iv) an insurance company; (v) an investment company or a business development company under the 1940 Act or a private business development company under the 1940 Act; (vi) a Small Business Investment Company licensed by the U.S. Small Business Administration; (vii) a Rural Business Investment Company as defined in the Consolidated Farm and Rural Development Act; or (viii) an employee benefit plan whose investment decision is being made by a plan fiduciary, which is either a bank, savings and loan association, insurance company, registered investment adviser, or an employee benefit plan whose total assets are in excess of $5,000,000 or a self-directed employee benefit plan whose investment decisions are made solely by persons that are accredited investors. | |
8. | ______ | The Investor is an entity not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000. | |
9. | ______ | The Investor is a natural person holding in good standing a Series 7, 65, or 82 license or one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status. The professional certifications or designations or credentials currently recognized by the SEC as satisfying the above criteria will be posted on its website. | |
10. | ______ | The Investor is a “family office” as defined in the Investment Advisers Act of 1940 and (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or a “family client” of such family office whose prospective investment is directed by such family office. |
INVESTOR INFORMATION QUESTIONNAIRE
The Investor warrants that the following information is true and correct, and the Company may rely on the following information in deciding whether to accept Investor’s subscription.
EITHER (i) The Investor is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth above in the Accredited Investor Certificate attached hereto: ☐
OR (ii) The Subscription Amount on the Signature Page hereto (together with any previous investments in the Units pursuant to this offering) does not exceed 10% of the greater of the Investor’s net worth or annual income for all investments in this offering. ☐
In calculating your net worth: (i) your primary residence shall not be included as an asset; (ii) indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of entering into this Subscription Agreement exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by your primary residence in excess of the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement shall be included as a liability.
Complete the following for each Investor (include joint-holder if applicable)
Name: ________________________________________________________________
Address: ______________________________________________________________
Phone Number:__________________________________________________________
Email: _________________________________________________________________
Taxpayer ID No.: ____________________________ Date of Birth: ________________
Driver’s License State: __________ DL No.: ________________________
If Investor is an entity, please complete the following:
Note: Representatives of entities who will be responsible for making the decision to purchase the securities must each complete the ABOVE INVESTOR INFORMATION.
Type of Entity: _____________________________ State of Formation: _________________
Date of Formation: ___________________________ Number of Equity Owners: ___________
If Investor is a trust or an estate, please complete the following:
Note: Each trustee or executor must complete THE ABOVE QUESTIONNAIRE.
Type of Entity: ☐ Trust ☐ Estate / ☐ Revocable ☐ Irrevocable
Date of Formation: _________________________ Number of Beneficiaries: __________________
Check this box if the securities will be held in a custodial account: ☐
Type of account: _______________________________
Name of account provider: ________________________
Address of account provider: ______________________
Exhibit 4.2
NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
—————————————
COMMON STOCK PURCHASE WARRANT
Number of common shares: ___________ | Holder: ____________________ | |
Exercise Price per Share: $3.00 | Warrant No. 2023-____ | |
Expiration Date: October 1, 2027 | Issue Date: ___________, 20_____ |
FOR VALUE RECEIVED, Avvenire Electric Vehicle International Corp., a Nevada corporation (the “Company”), hereby certifies that the investor listed above, or its/her/his designated assigns (the “Holder”), is entitled to purchase the securities set forth below.
This Warrant entitles the Warrant Holder to purchase from the Company at any time after one year from the Issue Date and before the Expiration Date, the number of shares of common stock (“Common Stock”) as above listed (the “Warrant Shares”), of the Company at an exercise price of $3.00 per share (as adjusted from time to time as provided in Section 5, the “Exercise Price”), at any time and from time to time from and after the Issue Date and through and including 5:00 p.m. New York time on the Expiration Date. Notwithstanding anything to the contrary contained herein, in the event the Company’s Common Stock becomes publicly traded (on national securities exchange or over the counter market or alternative trading system) and trades at a price of $3.25 or more, the termination date of this Warrant will be accelerated to the day thirty (30) days from the first date the Common Stock trades at such price.
This Warrant is subject to the following terms and conditions:
1. Transfer Restrictions. The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring this Warrant for its own account for investment purposes and not with the view to any offering or distribution and that the Warrant Holder will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares in violation of applicable securities laws. The Warrant Holder acknowledges that the certificates representing any Warrant Shares will bear a legend indicating that they have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and may not be sold by the Warrant Holder except pursuant to an effective registration statement or pursuant to an exemption from registration requirements of the 1933 Act and in accordance with federal and state securities laws. The Warrant Holder may not transfer this Warrant without first obtaining the written consent of the Company.
Page 1 |
2. Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all of the Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.
3. Registration of Transfers and Exchange of Warrants.
a. Subject to compliance with the legend set forth on the face of this Warrant and approval of the Company, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant with a written assignment duly completed and signed, to the Company at the office specified in or pursuant to Section 7. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a Warrant Holder of a Warrant.
b.
This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant to
Section 7 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then
be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
4. Exercise of Warrants.
a. Exercise of this Warrant shall be made upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly completed and signed to the Company, at its address set forth in or pursuant to Section 7. Payment upon exercise may be made at the option of the Warrant Holder either in cash, wire transfer, or by certified or official bank check payable to the order of the Company equal to the applicable aggregate purchase price for the number of Warrant Shares specified in such form, and the Warrant Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable Warrant Shares determined as provided herein. The Company shall promptly issue or cause to be issued and cause to be delivered to the Warrant Holder a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. Warrant Holder shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant.
Page 2 |
b. A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased.
c. This Warrant shall be exercisable at any time after one year from its issuance and from time to time for such number of Warrant Shares as is indicated in the attached Form of Election to Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant.
d. Notwithstanding anything to the contrary contained herein, Warrants may not be exercised unless the Shares underlying the Warrants (“Underlying Shares”) have been included in an offering under Tier 2 of Regulation A promulgated under the Securities Act or are otherwise registered with the SEC. The Company is under no obligation to include the Underlying Shares in any Regulation A offering or to otherwise register the Underlying Shares with the SEC.
5. Adjustment of Exercise Price and Number of Shares. The character of the shares of stock or other securities at the time issuable upon exercise of this Warrant and the Exercise Price therefor, are subject to adjustment upon the occurrence of the following events:
a. Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”), then, in each case, the Warrant Holder, on exercise hereof at any time after the consummation or effective date of such Reorganization (the “Effective Date”), shall receive, in lieu of the shares of stock or other securities at any time issuable upon the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such Warrant Holder would have been entitled upon the Effective Date if such holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant). The Company shall ensure that the surviving entity in any Reorganization specifically assumes the Company’s obligations under this Warrant.
b. Adjustments for Stock Splits, Combinations, Etc. If Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by split-up or stock split, or otherwise, or combine its Common Stock the number of Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately in the case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate proportional adjustments shall also be made to the Exercise Price and other applicable amounts, but the aggregate purchase price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section shall become effective automatically at the close of business on the date the subdivision or combination becomes effective.
Page 3 |
c. Certificate as to Adjustments. In case of any adjustment or readjustment in the price or kind of securities issuable on the exercise of this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based.
6. Fractional Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on the basis of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 6, be issuable on the exercise of this Warrant, the Company shall, at the option of Warrant Holder, (i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the number of Warrant Shares issuable, up to the next whole number.
7. Notice. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile or email transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows:
If to the Company:
Avvenire Electric Vehicle International Corp.
3172 North Rainbow Boulevard #1254
Las Vegas, NV 89108
If to the Warrant Holder to the address listed in the Subscription Agreement related to the purchase of “Units” comprised of this Warrant and Common Stock of the Company.
Either party may change its address for notices by providing the other party with written notice of the new address.
8. Miscellaneous.
a. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder. Holder may assign this Warrant without consent from the Company but in accordance with the restrictions herein.
b. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder.
Page 4 |
c. This Warrant shall be governed by, construed and enforced in accordance with the internal laws of the State of Nevada without regard to the principles of conflicts of law thereof.
d. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.
e. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.
f. The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the authorized officer as of the date first above stated.
Avvenire Electric Vehicle International Corp. | ||
By: | ||
Name: | Aldo Baiocchi | |
Title: | Chief Executive Officer |
Page 5 |
FORM OF ELECTION TO PURCHASE
(To be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)
To: Avvenire Electric Vehicle International Corp.
The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase:
☐ | ________ shares of the Common Stock covered by such Warrant; for |
☐ | $__________ in lawful money of the United States. |
The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the 1933, or pursuant to an exemption from registration under the Securities Act, and the Company’s Shareholder Agreement.
Name of Warrant Holder: | |
(Print)___________________________________ | |
(By:)____________________________________ | |
(Name:)_________________________________ | |
(Title:)__________________________________ | |
(Date:) _________________________________ | |
Signatures must conform in all respects to the name of the Warrant Holder on the face of the Warrant. |
Page 6 |
Exhibit 6.1
Exhibit 6.2
Exhibit 6.3
AVVENIRE ELECTRIC VEHICLES CORP.
- and -
AVVENIRE ELECTRIC VEHICLE
INTERNATIONAL CORP.
ASSET PURCHASE AND SALE AGREEMENT
September 22, 2022
ASSET PURCHASE AND SALE AGREEMENT
THIS ASSET PURCHASE AND SALE AGREEMENT is dated effective as of September 22, 2022 (the “Effective Date”).
BETWEEN:
AVVENIRE ELECTRIC VEHICLES CORP., a British Columbia corporation with a business address at 8335 Hwy 35, Clarington, Ontario L0B1M0
(the “Vendor”)
AND:
AVVENIRE ELECTRIC VEHICLE INTERNATIONAL CORP., a Nevada corporation with a business address at 3172 North Rainbow Blvd. #1254, Las Vegas Nevada 89108
(the “Purchaser”)
WHEREAS the Vendor desires to sell and convey to the Purchaser and the Purchaser desires to purchase and receive from the Vendor the Assets on the terms and conditions set forth herein;
NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree with each other as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions
Whenever used in this Agreement, including the recitals and any Schedules hereto, the following words and phrases shall have the following meanings unless the context otherwise requires:
(a) | “Agreement” means this Asset Purchase and Sale Agreement including any amendments and all Schedules. |
(b) | “Applicable Law” (b) means, in relation to any Person, transaction, or event, all applicable provisions of laws, statutes, rules, regulations, official directives, published guidelines, standards, codes of practice (regardless of whether such guidelines, standards, and codes of practice have been promulgated by statute or regulation) and orders of and the terms of all judgments, orders, and decrees issued by any Governmental Authority by which such Person is bound or which has application to the transaction or event in question. |
(c) | “Assets” means all rights, title, and interest of the Vendor in and to the assets described in Schedule A hereto, including the Intellectual Property Rights in such assets and any applicable Licenses. |
(d) | “Business Day” means a day on which banks are generally open for the transaction of commercial business in Las Vegas, Nevada, USA, but does not, in any event, include a Saturday, a Sunday, or a statutory holiday under Applicable Law. |
Asset Purchase and Sale Agreement | Page 1 of 10 |
(e) | “Closing” means the sale and conveyance of the Assets by the Vendor to the Purchaser and the satisfaction of the Purchase Price and the completion of all matters incidental thereto which are contemplated by this Agreement. |
(f) | “Closing Date” means September 22, 2022, or such other date as mutually agreed to in writing by the Parties. |
(g) | “Confidential Information” has the meaning ascribed thereto in Section 6.1. |
(h) | “Consideration Shares” has the meaning ascribed thereto in Section 2.2. |
(i) | “Disclosing Party” has the meaning ascribed thereto in Section 6.1. |
(j) | “Effective Date” has the meaning ascribed thereto on page 1 of this Agreement. |
(k) | “Governmental Authority” means, in relation to any Person, transaction, or event, any: (i) federal, provincial, state, municipal or local governmental body (whether administrative, legislative, executive or otherwise), both domestic and foreign; (ii) agency, authority, commission, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government; (iii) court, arbitrator, commission or body exercising judicial, quasi-judicial, administrative or similar functions; and (iv) other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange, in each case having jurisdiction over such Person, transaction or event. |
(l) | “including” and “includes” means “including, without limitation” and “includes without limitation”, respectively. |
(m) | “Intellectual Property Rights” means any statutory, common law, or other rights of the Vendor throughout the world in regards to the Assets, including the registration or application for registration of such rights, provided under: |
(i) | patent law; | |
(ii) | copyright law, including moral rights; | |
(iii) | trade-mark law, including trade names; | |
(iv) | design patent or industrial design law; and | |
(v) | any other statutory provision or common law principle applicable hereto which may provide a right in either: (A) ideas, formulae, algorithms, concepts, inventions, or know-how generally, including confidential information or trade secret law; or (B) the expression of such ideas, algorithms, concepts, inventions or know-how, |
and for the avoidance of doubt will include any of the foregoing, pertaining to the Avvenire product line including, the Tectus, Spiritus, Skyrider, Foras, Terra Ebike, and Aspero product design, formulae, algorithms, concepts, inventions, know-how, confidential information, trade secrets, branding, and trademarks.
Asset Purchase and Sale Agreement | Page 2 of 10 |
(n) | “License” means a license, permit, certificate of authority, waiver, approval, certificate of public convenience and necessity, registration or other authorization, consent, or clearance to construct, or operate a facility, including any emissions, discharges, or releases therefrom, or to transact an activity or business, to construct a tower or to use an asset or process, in each case issued or granted by a Governmental Authority. |
(o) | “Parties” means the Vendor and the Purchaser, and “Party” means one of them. |
(p) | “Person” includes an individual, a partnership, a corporation, a trust, a joint venture, an unincorporated organization, a union, a government, or any department or agency thereof and the heirs, executors, administrators, or other legal representatives of an individual. |
(q) | “Purchase Price” has the meaning ascribed thereto in Section 2.2. |
(r) | “Purchaser” means Avvenire Electric Vehicle International Corp. |
(s) | “Receiving Party” has the meaning ascribed thereto in Section 6.1. |
(t) | “Share” means a common share in the capital of the Purchaser; |
(u) | “Vendor” means Avvenire Electric Vehicles Corp. |
1.2 References and Headings
The references “hereunder”, “herein”, “hereby” and “hereof” refer to the provisions of this Agreement, and references to Articles, Sections, Subsections, and Schedules herein refer to articles, sections, subsections, or schedules of this Agreement. Any reference to time shall refer to Vancouver, British Columbia time. The headings of the Articles, Sections, Schedules, and any other headings, captions, or indices herein are inserted for convenience of reference only and shall not be used in any way in construing or interpreting any provision hereof.
1.3 Canadian Dollars
All dollar amounts referred to in this Agreement are in Canadian funds unless otherwise indicated herein. All payments contemplated herein shall be by certified cheque or bank draft issued by a Canadian bank or such other transfer of immediately available funds as may be acceptable to the Parties.
1.4 Singular/Plural, Derivatives
Whenever the singular or masculine or neuter is used in this Agreement, it shall be interpreted as meaning the plural or feminine or body politic or corporate, and vice versa, as the context requires. Where a term is defined herein, a capitalized derivative of such term shall have a corresponding meaning unless the context otherwise requires it.
1.5 Statutory References
Any reference to a statute shall include and shall be deemed to be a reference to such statute and to the regulations made pursuant thereto, and all amendments made thereto and in force from time to time, and to any statute or regulation that may be passed which has the effect of supplementing the statute so-referred to or the regulations made pursuant thereto.
Asset Purchase and Sale Agreement | Page 3 of 10 |
1.6
Conflicts
If there is any conflict or inconsistency between a provision of the body of this Agreement and that of any Schedule hereto or any document delivered pursuant to this Agreement, the provision of the body of this Agreement shall prevail.
1.7 Computation of Time Periods
Except as expressly set out in this Agreement, the computation of any period of time referred to in this Agreement shall exclude the first day and include the last day of such period. If the time limited for the performance or completion of any matter under this Agreement expires or falls on a day that is not a Business Day, the time so limited shall extend to the next following Business Day. To the extent that interest is calculated for a period ending on a day that is not a Business Day, the last day of such period, for the purposes of calculating interest, shall extend to the next following Business Day.
ARTICLE 2
PURCHASE AND SALE
2.1 Purchase and Sale of Assets
The Vendor hereby agrees to sell and convey to the Purchaser, and the Purchaser hereby agrees to purchase and receive from the Vendor, the Vendor’s entire right, title, and interest in and to the Assets as of the Closing Date.
2.2 Purchase Price
At Closing, in consideration for the Assets, the Purchaser will pay to the Vendor (the “Consideration”), $4,541,583.79 USD or $6,130,794 CAD (collectively, the “Purchase Price”).
2.3 Allocation of Purchase Price
The Vendor and the Purchaser will allocate the Purchase Price among the Assets according to the fair market value of the Assets or as otherwise mutually determined by the Vendor and the Purchaser, each acting reasonably.
2.4 Conditions of Closing
Closing shall be conditional on the following conditions being satisfied or being waived in writing by the Parties:
(a) | approval of the Vendor’s sale of the Assets by the Vendor’s board of directors; |
(b) | confirmation that the Vendor is eligible to receive the Consideration pursuant to an exemption from applicable prospectus and registration requirements under Applicable Law; |
(c) | the Purchaser shall have paid the Purchase Price to the Vendor; |
Asset Purchase and Sale Agreement | Page 4 of 10 |
(d) | the Parties shall have executed and delivered Intellectual Property Rights transfers, (including relevant trademark assignments and relevant trade secret and formulae assignments, as well as any applicable Licenses) in respect of the Assets as contemplated in Section 3.1. |
ARTICLE 3
ADDITIONAL COVENANTS
3.1 Intellectual Property Rights Registrations
At Closing, or as soon as practicable thereafter, the Parties shall execute and deliver registrable transfers from the Vendor to the Purchaser of all registrations in respect of the Intellectual Property Rights, including any applicable Licenses. The Purchaser will submit such transfers to the applicable Governmental Authorities following Closing, and the Vendor will provide all assistance that the Purchaser may require in efforts to promptly effect the transfer of such registrations.
3.2 Expenses
Each Party will be responsible for its own expenses in connection with the transactions contemplated by this Agreement, including all professional fees and due diligence expenses incurred.
3.3 Standstill
Subject to the termination provisions contained herein, and except for activities undertaken in connection with the transactions contemplated by this Agreement, neither Party will, nor will it permit any of its representatives to directly or indirectly, solicit, discuss, encourage or accept any offer for a transaction or take any other action with the intention or reasonably foreseeable effect of impeding, delaying, prohibiting or negatively impacting the transactions contemplated by this Agreement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES AND INDEMNITY
4.1 Representations and Warranties of the Vendor
The Vendor covenants represents and warrants to and in favour of the Purchaser as provided in this Section 4.1:
(a) | Requisite Authority. The Vendor has the requisite capacity, power, and authority to execute this Agreement and the other agreements, documents, and instruments required to be delivered hereby and to perform the obligations to which it thereby becomes subject. |
(b) | Execution and Enforceability. The Vendor has taken all necessary corporate actions to authorize the execution, delivery, and performance of this Agreement, including the transactions contemplated herein in accordance with the provisions of this Agreement. This Agreement has been duly executed and delivered by the Vendor, and this Agreement constitutes, and all other documents executed and delivered on behalf of the Vendor hereunder, shall, when executed and delivered, constitute legal, valid and binding obligations of the Vendor enforceable in accordance with their respective terms and conditions, subject to the qualification that such enforceability may be subject to: |
(i) | bankruptcy, insolvency, fraudulent preference, reorganization or other laws affecting creditors’ rights generally, and |
Asset Purchase and Sale Agreement | Page 5 of 10 |
(ii) | general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law). |
(c) | Title to Assets. The Vendor owns, of record and beneficially, the Assets (including the Intellectual Property Rights) free and clear of any lien, claim, charge or encumbrance, other than any encumbrance created in favor of the Purchaser pursuant to this Agreement or otherwise. The Vendor has not transferred, assigned or encumbered the Assets (including the Intellectual Property Rights) or its interests therein in any way. At Closing, the Purchaser will obtain good and valid title to the Assets (including the Intellectual Property Rights) free and clear of any lien, claim, charge or encumbrance other than any encumbrance created in favor of the Purchaser pursuant to this Agreement or otherwise. |
(d) | Non-Infringement. The Intellectual Property Rights do not and will not infringe any intellectual property or contractual rights of any Person. The past conduct of the Vendor with respect to the Assets does not infringe the intellectual property or contractual rights of any Person. There are no actions, suits, investigations, claims, or proceedings ongoing, outstanding, or to the Vendor’s knowledge pending or threatened, which in any way relate to the Assets or the Intellectual Property Rights. The Vendor has diligently protected and prosecuted its rights to the Intellectual Property Rights, and between the Effective Date and the Closing Date, the Vendor will diligently protect and prosecute such rights. The Purchaser will not infringe any intellectual property rights or contractual rights of any Person as a result of the acquisition, use, enjoyment or transfer of the Intellectual Property Rights. |
(e) | Compliance with Applicable Laws. The Assets, and the production and sale in the ordinary course of business of the consumer products, which are the subject of the Intellectual Property Rights, comply with and do not contravene any Applicable Law as existing on the Effective Date. |
(f) | Full Disclosure. The Vendor has made full disclosure to the Purchaser of all information concerning the Assets (including the Intellectual Property Rights) within the knowledge of Vendor, which would be material to a purchaser of same such as Purchaser. The information given by or on behalf of the Vendor to the Purchaser with respect to the Assets (including the Intellectual Property Rights) is true, complete and accurate in all respects, and none of that information is misleading, whether by inclusion of misleading information, or omission of material information or both. |
4.2 Indemnity by the Vendor
The Vendor shall indemnify and hold harmless the Purchaser, its officers, directors, and employees from and against all claims, costs, civil penalties, fines, losses and damages (including but not limited to attorneys fees and legal costs) by whomever brought or alleged arising out of or related to a breach of one of the Representations and Warranties set out in Section 4.1.
4.3 Representations and Warranties of the Purchaser
The Purchaser covenants represents and warrants to and in favour of the Vendor as provided in this Section 4.3:
(a) | Requisite Authority. The Purchaser has the requisite corporate capacity, power, and authority to execute this Agreement and the other agreements required to be delivered hereby and to perform the obligations to which it thereby becomes subject. |
Asset Purchase and Sale Agreement | Page 6 of 10 |
(b) | Execution and Enforceability. The Purchaser has taken all necessary corporate actions to authorize the execution, delivery, and performance of this Agreement, including the transactions contemplated herein in accordance with the provisions of this Agreement. This Agreement has been duly executed and delivered by the Purchaser, and this Agreement constitutes, and all other documents executed and delivered on behalf of the Purchaser hereunder, including the Distribution Agreement, shall, when executed and delivered, constitute legal, valid, and binding obligations of the Purchaser enforceable in accordance with their respective terms and conditions, subject to the qualification that such enforceability may be subject to: |
(i) | bankruptcy, insolvency, fraudulent preference, reorganization, or other laws affecting creditors’ rights generally, and | |
(ii) | general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law). |
(c) | Shares. The Consideration Shares, when issued, will be duly and validly issued as fully paid and non-assessable Shares. |
4.4 Indemnity by the Purchaser
The Purchaser shall indemnify and hold harmless the Vendor, its officers, directors, and employees from and against all claims, costs, civil penalties, fines, losses and damages (including but not limited to attorneys fees and legal costs) by whomever brought or alleged arising out of or related to a breach of one of the Representations and Warranties set out in Section 4.3.
ARTICLE 5
TERMINATION
5.1 Termination
If Closing has not occurred by September 30, 2022, then either Party may elect to terminate this Agreement and the Parties’ obligations hereunder. Upon such termination, the provisions of this Agreement shall be of no further force or effect, and neither Party shall have any liability to the other Party hereunder, except for provisions related to confidentiality, which will continue in effect, and breaches of this Agreement that occurred prior to termination.
ARTICLE 6
CONFIDENTIALITY
6.1 Confidentiality
All of the information, records, books, and data of a Party (the “Disclosing Party”) to which the other Party (the “Receiving Party”) and its representatives are given access to in connection with this Agreement, including that which relates to research, products, services, customers, markets, business policies or practices, processes, designs, drawings, formulations, marketing, business plans or finances, the terms of any draft of the definitive documentation and the terms, conditions, and existence of this Agreement and all discussions between the Parties (the “Confidential Information”), will be used by the Receiving Party solely for the purposes of this Agreement and will be treated on a confidential basis. The Receiving Party covenants to the Disclosing Party that it will not at any time, other than in accordance with the terms of this Agreement, disclose the Confidential Information of the Disclosing Party to any Person without the prior written approval of the Disclosing Party or use any such Confidential Information for any purpose, other than for the purposes of this Agreement, unless specifically preapproved in writing by the Disclosing Party, subject to required disclosure to Governmental Authorities. The Receiving Party shall maintain the confidential nature of the Confidential Information in its possession by taking commercially reasonable efforts to protect the Confidential Information from unauthorized use, access, and disclosure, which shall be no less than those efforts made by the Receiving Party to protect its own confidential information. The Receiving Party may disclose Confidential Information of the Disclosing Party only to its employees, shareholders, and consultants who have a “need-to-know” for the purposes of this Agreement and the Distribution Agreement. Confidential Information shall not include information which:
(a) | prior to the Effective Date was already in the possession of the Receiving Party; |
Asset Purchase and Sale Agreement | Page 7 of 10 |
(b) | is generally available to the public through no fault of the Receiving Party; |
(c) | is required to be disclosed by the Receiving Party to any Governmental Authority; |
(d) | is required in the reasonable opinion of the Receiving Party or its counsel to be disclosed to its shareholders, creditors or auditors; or |
(e) | is made available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its representatives. |
6.2 Public Announcements
Neither Party will make any public announcement concerning this Agreement or related negotiations without the other Party’s prior written approval, except as may be required by Applicable Law. Where such an announcement is required by Applicable Law, the Party required to make the announcement will inform the other Party of the contents of the proposed announcement and will make reasonable efforts to obtain the other Party’s approval for the announcement, which approval may not be unreasonablywithheld.
ARTICLE 7
GENERAL
7.1 Governing Law
This Agreement shall be governed by, construed and enforced in accordance with the laws in effect in the Province of British Columbia and the federal laws of Canada applicable therein. Each Party accedes and submits to the jurisdiction of the courts of the Province of British Columbia and all courts of appeal therefrom.
7.2 Counterparts
This Agreement and any document or instrument to be executed and delivered by the Parties hereunder or in connection herewith may be executed and delivered in separate counterparts and delivered by any Party to the other Party by facsimile, each of which when so executed and delivered shall be deemed an original and all such counterparts shall together constitute one and the same agreement. If this Agreement or any such document or instrument is delivered by facsimile, the Party so delivering this Agreement or such document or instrument shall within a reasonable time after such delivery deliver an originally executed copy to the other Party.
Asset Purchase and Sale Agreement | Page 8 of 10 |
7.3 Successors and Assigns
This Agreement will be binding upon and will enure to the benefit of the Parties and their respective successors and permitted assigns.
7.4 Supersedes Earlier Agreements
This Agreement constitutes the whole and entire agreement among the Parties in connection with the transactions contemplated herein and cancels and supersedes any prior agreements, undertakings, declarations, commitments, representations, written or oral, in respect thereof, and there are no express or implied terms, conditions, agreements, undertakings, declarations, commitments, representations or warranties or other duties (legal, equitable, fiduciary or in tort) whatsoever among the Parties not expressly provided for in this Agreement.
7.5 Waiver
No waiver by any Party of any breach (whether actual or anticipated) of any of the terms, conditions, representations or warranties contained herein shall take effect or be binding upon that Party unless the waiver is expressed in writing under the authority of that Party. Any waiver so given shall extend only to the particular breach so waived and shall not limit or affect any rights with respect to any other or future breach.
7.6 Time of the Essence
Time shall be of the essence in this Agreement.
7.7 No Merger
The representations, warranties, liabilities and indemnities created in this Agreement shall be deemed to apply to all assignments, conveyances, transfers and other documents conveying any of the Assets from the Vendor to the Purchaser. There shall not be any merger of any of such representations, warranties, liabilities or indemnities in such assignments, transfers or other documents.
7.8 Invalidity of Provisions
If any of the provisions of this Agreement are determined to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the other provisions shall not in any way be effected or impaired thereby.
7.9 Amendments
This Agreement may be amended only by a written instrument executed by the Parties.
7.10 No Contra Proferentum
A provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.
Asset Purchase and Sale Agreement | Page 9 of 10 |
7.11 Further Assurances
Each of the Parties will from, time to time, on and after the Closing Date, at the request and expense of the requesting Party, execute and deliver all such other additional instruments, notices, releases, acquittances and other documents and shall do all such other acts and things as may be reasonably necessary to carry out the terms and conditions of this Agreement in accordance with their true intent.
7.12 Independent Legal Advice
The Vendor acknowledges that: (a) it has had adequate opportunity to consult independent legal counsel regarding the legal meaning and potential consequences of this Agreement, and of performing its obligations under the Agreement; (b) it has not been induced to enter into this Agreement by reason of coercion or undue influence; and (c) it has not received nor relied on legal advice from Segev LLP.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, delivered and effective as of the Effective Date.
AVVENIRE ELECTRIC VEHICLES CORP. | ||
By: | ![]() |
|
Authorized Signatory |
AVVENIRE ELECTRIC VEHICLES INTERNATIONAL CORP. | ||
By: | ![]() |
|
Authorized Signatory |
Asset Purchase and Sale Agreement | Page 10 of 10 |
SCHEDULE A
Assets
The Assets are comprised of the following products:
○ | Tectus; | |
○ | Spritus; | |
○ | Skyrider; | |
○ | Foras; | |
○ | Terra Ebike; | |
○ | Aspero, |
including:
○ | the concepts, inventions, know-how, and confidential information related in any way to such products; | |
○ | molds and equipment; | |
○ | all Intellectual Property Rights related to such products; and | |
○ | any Licenses related to such products. |
Exhibit 6.4
AMENDMENT TO
Purchase AGREEMENT
This Amendment to Purchase Agreement (this “Amendment”) is entered into as of September 11, 2023, by and between Avvenire Electric Vehicles Corp., a British Columbia corporation (“Vendor”), and Avvenire Electric Vehicle International Corp., a Nevada corporation (“Purchaser”).
R E C I T A L S
WHEREAS, on or around September 22, 2022, the parties entered into that certain Asset Purchase and Sale Agreement (“Purchase Agreement”) whereby Vendor sold certain Assets to Purchaser.
WHEREAS, pursuant to the Purchase Agreement, the Purchaser must pay to Vendor $4,541,583.79 as purchase price for the Assets.
WHEREAS, the parties wish to defer payment of the Purchase Price until on or prior to June 30, 2024 and to permit Purchaser to pay the Purchase Price via issuance of shares of common in the Purchaser at a price per share agreed to by Vendor and Purchaser.
WHEREAS, the parties wish to amend the Purchase Agreement in accordance with the foregoing, pursuant to the terms and conditions of this Amendment.
The Purchase Agreement is hereby amended as follows:
1. Payment. Payment of the Purchase price must occur on or before June 30, 2024. Payment of the Purchase Price may be satisfied via issuance of shares of common stock in Purchaser at a price agreed to by Purchaser and Vendor.
2. Amendment; Incorporation. Except as provided in this Amendment, all terms and conditions of the Purchase Agreement remain unchanged. No party waives any rights described in the Purchase Agreement by its execution hereunder, unless specified herein. All other terms and conditions of the Purchase Agreement apply except as specifically amended herein. In the event of conflict between this Amendment and the Purchase Agreement, the terms of this Amendment shall control. Terms used herein but not defined shall have the meaning ascribed to them in the Purchase Agreement. This Amendment is specifically incorporated into the Purchase Agreement.
3. Execution. This Amendment may be executed in counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument. The parties may execute this Amendment by delivery of signature by facsimile or electronic transmittal, which shall be deemed binding on the parties.
1 of 1 |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 11th day of September, 2023.
PURCHASER | ||
Avvenire Electric Vehicle International Corp. | ||
By: | ||
Aldo Baiocchi, CEO | ||
VENDOR | ||
Avvenire Electric Vehicles Corp. | ||
By: | ||
Aldo Baiocchi, authorized representative |
1 of 2 |
Amendment No. [One] of Purchase and Sale Agreement
This First Amending Agreement (this “Amendment”) is dated effective as of November 8,2022. (the “Effective Date”).
BETWEEN:
AVVENIRE ELECTRIC VEHICLES CORP, as vendor (hereinafter referred to, including its successors and assigns, as “Vendor”),
- and-
AVVENIRE ELECTRIC VEHICLE INTERNATIONAL CORP., as purchaser (hereinafter referred to, including its successors and assigns, as “Purchaser”),
WHEREAS by an agreement of purchase and sale dated September 22,2022, between the Vendor, as vendor, and AVVENIRE ELECTRIC VEHICLE INTERNATIONAL CORP, as purchaser (collectively, the “Asset Purchase and Sale Agreement”), the Purchaser agreed to purchase from the Vendor assets described in the Purchase Agreement;
AND WHEREAS the parties hereto wish to amend the Purchase and Sale Agreement by changing the consideration from shares to cash and extending the closing date on the terms and subject to the conditions set forth herein;
NOW THEREFORE in consideration of the sum of $4,541,483.79 USD or $6,130,794 CAD, the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. In this agreement, except as otherwise set forth herein, capitalized terms used and not defined in this Amendment shall have the respective meanings given to them in the Purchase Agreement.
2. Amendments. The Purchase and Sale Agreement is hereby amended, as of the Effective Date, as follows:
(a) | Article 1 of the Purchase and Sale Agreement is hereby amended by removing the following sections: |
● | Section 1.1(h) – Deleted. | |
● | Section 1.1(t) – Deleted. |
(b) | Article 2 of the Purchase and Sale Agreement is hereby amended to state: |
● | “2.2 Purchase Price – At closing in consideration for the assets, the purchaser will pay in cash $4,541,583.79 USD or $6,130,794 CAD (collectively, the “Purchase Price”). |
(c) | Article 2 of the Purchase Agreement is hereby amended by removing and restating the following sections: |
● | “2.4(b) – Deleted.” | |
● | “2.4(c) – the purchaser shall have paid the purchase price to the vendor in full on or before December 15th, 2023. |
(d) | Article 4 of the Purchase and Sale Agreement is here by amended by removing the following section: |
● | “4.3 (c) – Deleted” |
3. No Other Amendments; Time of the Essence. Except as amended in this Amendment, all other terms and conditions of the Purchase Agreement remain the same and unmodified and in full force and effect, and time continues to be of the essence.
4. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email, is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
6. Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable in that Province without giving effect to any choice or conflict of law provision or rule whether of the Province of Ontario or any other jurisdiction).
7. Entire Agreement. This Amendment constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written above.
VENDOR: | ||
Avvenire Electric Vehicle Corp. | ||
By: | ||
Name: | Aldo Baiocchi | |
Authorized Signatory |
PURCHASER: | ||
Avvenire Electric Vehicle International Corp. | ||
By: | ||
Name: | Rob Abenante | |
Authorized Signatory |
Exhibit 11.1
Exhibit 12.1
Avvenire Electric Vehicle International Corp.
3172 North Rainbow Boulevard #1254
Las Vegas, NV 89108
September 11, 2023
Re: Form 1-A Offering Statement
Ladies and Gentlemen:
Dodson Robinette, PLLC dba Crowdfunding Lawyers has acted as counsel to Avvenire Electric Vehicle International Corp., a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a Regulation A Offering Statement on Form 1-A (the “Offering Statement”) relating to the sale by the Company of up to 50,000,000 units, each consisting of one unit of common stock and one warrant to purchase a unit of common stock, for total potential gross proceeds of $75,000,000. This opinion is being delivered in accordance with the requirements of Part III of Form 1-A. The securities described above may collectively be referred to herein as the “units” and each, individually, as a “unit.”
In rendering this opinion, we have examined (i) the Offering Statement and the exhibits thereto, (ii) certain resolutions of the Company, relating to the issuance and sale of the units, and (iii) such other records, instruments and documents as we have deemed advisable in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to certain factual matters, we have relied upon resolutions and representations of the management of the Company and have not sought independently to verify such matters.
Based on the foregoing, we are of the opinion that when sold and issued against payment therefor as described in the Offering Statement, the securities comprising the units will be validly authorized, legally issued, fully paid and non-assessable.
Our opinion herein is expressed solely with respect to the Nevada Revised Statutes, as currently in effect, and we express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof. No opinion is being rendered hereby with respect to the truth, accuracy or completeness of the Offering Statement or any portion thereof.
The information set forth herein is as of the date hereof. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the units, the Offering Statement, or the circular included therein.
We hereby consent to the filing of this opinion as an exhibit to the Offering Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Securities Act of 1933 or the rules and regulations of the Commission issued thereunder with respect to any part of the Offering Statement, including this opinion as an exhibit or otherwise.
Sincerely,
/s/ Dodson Robinette, PLLC
DODSON ROBINETTE, PLLC
RJ *UTRYMQK$V
MD6NNR6=O=G2Y]1L0I"1C4;%ELX]-N+J8R#JP^6YAB$_;Q4>>TDX%S( %MH'Y!\M-[RR.2HP<#D\3WB7D)N[NV2]N$C@">=!%(^YY3/-
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MI.L2 VNG6<%W!:22>[^ /A'\:]&UF#QYX^^,=-;+X3FY1YE=+52LUOHFU
MHET6MN_;5M+.6\@T=FN;M9?.D9XG@M8H2)]LLPG1?,GE+OO7S%N$DV,QZY!]
M/\!?P?\8?#VF^'O%RWT7AZ.XL+B^T&PEA@TO7+;3IUNXM'U>-HVN)-'DO(
M+&:2WT^^TB]E:U#G4$<*4Q-+\.%X[;?LX2?M6?LA^(OBW#J N/$?P!^&7B_P",VB17
M$4NH0ZY-&FD)J=FIGDN9;2Z32;;5)1=1@F240H888W)3^4#X ^-5\/?%SX=>
M)VBLM-N$\6Z*FM6
[,FG_:_'6HZQ/<:W>:G%$M
MCIUDESK#WLJ6@A^S7*!+F%I%A=U_;C_@D3JW[&OB_P 0?&W1/C!J?@^76_\
MA$_#EQX5T_Q=+INC6%QHT-WK2^,+[1;JSG@CU'6(9XM'+1P/+>+:(EPL319D
MK\[/VS?@-X:TWX[>"OCC^SSXEF^*/P<^+_ASQ%=>,?$AMKC7-+T[XI^'_$M]
M)XMT.+0)M$N+S4-%ATN_TR[M)GM+B)5NKGS]5MX(,R?0GP8_X)Z>&/VJ=5TB
M;PYI>F_#*"?2K*UM+[3-.USPOX>O?$.NZ?K4MS>ZG>:&FH0S0WZV%I%81VFK
MP:=IOERK+%*;326E[N^UK:GM8;"*E)Q]E5BK)MRBDK6
MZ6EJNUK&CJ7B^2"XMM/NK*2]N-.N;35KG4-%L[E+.Q.H+8BU&LWMW>1V'V+4
M[Q]02XMF6>46!-Q,+5U$B<;)XK6X":=I2V^E?:H8+2_Q/=/=Z3/"\D$*R3I-
M/&TLJ13-;R75QB^@CDN+626&*:1