Form C A- Microsalt
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM C/A ConfidentialUNDER THE SECURITIES ACT OF 1933 (Mark one.) ! Form C: Offering Statement ! Form C-U: Progress Update ☑ Form C/A: Amendment to Offering Statement ! Check box if Amendment is material and investors must reconfirm within five business days. ! Form C-AR: Annual Report ! Form C-AR/A: Amendment to Annual Report ! Form C-TR: Termination of Reporting Confidential Name of issuer MicroSalt Inc. Legal status of issuer Form Corporation Jurisdiction of Incorporation/Organization Florida Date of organization September 10, 2020 Physical address of issuer Confidential515 N Flagler Drive, Suite P-300, West Palm Beach, FL 33401 Website of issuer https://www.microsaltinc.com/ Address of counsel to the issuer for copies of notices BEVILACQUA PLLC 1050 Connecticut Avenue, NW Suite 500 Washington, DC 20036 1 Powered by TCPDF (www.tcpdf.org) Attention: Louis A. Bevilacqua, Esq. Email: [email protected] Name of intermediary through which the Offering will be conducted MicroVenture Marketplace Inc. CIK number of intermediary 0001478147 ConfidentialSEC file number of intermediary 008-68458 CRD number, if applicable, of intermediary 152513 Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the Offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the Offering, including the amount of referral and any other fees associated with the Offering The issuer will shall pay to the intermediary at the conclusion of the offering a fee consisting of five percent (5%) commission based on the amount of investments raised in the offering and paid upon disbursement of funds from escrow at the time of closing. Any other direct or indirect interest in the issuer held by the intermediary, or any arrangement Confidentialfor the intermediary to acquire such an interest The intermediary will receive a number of shares of Series Seed Preferred Stock of the issuer that is equal to two percent (2%) of the total number of such shares sold by the issuer in the Offering. Name of qualified third party “Escrow Agent” which the Offering will utilize Evolve Bank & Trust Type of security offered Shares of Series Seed Preferred Stock Target number of Securities to be offered 25,000 Affiliates of the issuer may invest in the offering, and their investment would be counted toward achieving the target amount. ConfidentialPrice (or method for determining price) $1.00 Target offering amount $25,000.00 Oversubscriptions accepted: " Yes ! No 2 Powered by TCPDF (www.tcpdf.org) Oversubscriptions will be allocated: ! Pro-rata basis ! First-come, first-served basis " Other: At the Company’s discretion Maximum offering amount (if different from target offering amount) $750,000.00 Confidential Deadline to reach the target offering amount September 27, 2021 NOTE: If the sum of the investment commitments does not equal or exceed the target offering amount at the Offering deadline, no Securities will be sold in the Offering, investment commitments will be cancelled and committed funds will be returned. Current number of employees 5 Most recent fiscal year-end Prior fiscal year-end (November 30, 2020) (November 30, 2019) ConfidentialTotal Assets $129,673.00 $69,250.00 Cash & Cash Equivalents $22,089.00 $11,806.00 Accounts Receivable $13,060.00 $9,156.00 Short-term Debt $49,304.00 $1,031.00 Long-term Debt $40,720.00 $0.00 Revenues/Sales $43,109.00 $2,557.00 Cost of Goods Sold $32,070.00 $1,412.00 Taxes Paid $0.00 $239.00 Net Income -$526,471.00 -$449,333.00 ConfidentialThe jurisdictions in which the issuer intends to offer the Securities: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, District Of Columbia, Florida, Georgia, Guam, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virgin Islands, U.S., Virginia, Washington, West Virginia, Wisconsin, Wyoming, American Samoa, and Northern Mariana Islands 3 Powered by TCPDF (www.tcpdf.org) August 26, 2021 FORM C/A Up to $750,000.00 Confidential MicroSaLt Inc. ExpLanatory Note MicroSalt, Inc. (the “Company”) is filing an amendment to its Form C, which was initially filed with the Securities and Exchange Commission on December 28, 2020, to correct the ownership of percentage of voting equity securities if the Maximum Amount is raised in this Offering. ConfidentialThe Company previously filed amendments to its Form C on June 25, 2021 to extend the offering deadline and to include updated financial metrics, on March 15, 2021 to include an additional term sheet for early bird investors, February 11, 2021 to include a webinar transcript and February 1, 2021 to include a reviewed financial statements for the 2019 and 2020 fiscal years and to increase the maximum offering amount from $250,000 to $750,000. Shares of Series Seed Preferred Stock This Form C/A (including the cover page and all exhibits attached hereto, the "Form C/A") is being furnished by MicroSalt Inc., a Florida Corporation (the "Company," as well as references to "we," "us," or "our"), to prospective investors for the sole purpose of providing certain information about a potential investment in shares of Series Seed Preferred Stock of the Company (the "Securities" or “Preferred Shares”). Investors in Securities are sometimes referred to herein as "Purchasers. " The Company intends to raise at least $25,000.00 and up to $750,000.00 from Investors in the offering of Securities described in this Form C/A (this "O Confidentialffering"). The minimum amount of Securities that can be purchased is $100.00 per Investor (which may be waived by the Company, in its sole and absolute discretion). The offer made hereby is subject to modification, prior sale and withdrawal at any time. The rights and obligations of the holders of Securities of the Company are set forth below in the section entitled " The Offering and the Securities--The Securities". In order to purchase Securities, a prospective investor must complete the subscription process through the Intermediary’s platform, which may be accepted or rejected by the Company, in its sole and 4 Powered by TCPDF (www.tcpdf.org) absolute discretion. The Company has the right to cancel or rescind its offer to sell the Securities at any time and for any reason. The Offering is being made through MicroVenture Marketplace, Inc. (the "Intermediary"). The issuer shall pay to the intermediary at the conclusion of the offering a fee consisting of five percent (5%) commission based on the amount of investments raised in the offering and paid upon disbursement of funds from escrow at the time of closing. The intermediary will receive a number of Preferred Shares of the issuer that is equal to two percent (2%) of the total number of Preferred Shares sold by the issuer in the Offering. Confidential Service Fees and Price to Investors Net Proceeds Commissions (1)(2) Minimum Individual Purchase $100.00 $5.00 $95.00 Amount Aggregate Minimum $25,000.00 $1,250.00 $23,750.00 Offering Amount Aggregate Maximum Offering $750,000.00 $37,500.00 $712,500.00 ConfidentialAmount (1) This excludes fees to Company’s advisors, such as attorneys and accountants. (2) The issuer will owe five percent (5%) of the amount raised in the Offering to the intermediary at the conclusion of the Offering. MicroVenture Marketplace Inc. will receive a number of Preferred Shares of the issuer that is equal to two percent (2%) of the total number of Preferred Shares sold by the issuer in the Offering. A crowdfunding investment involves risk. You should not invest any funds in this Offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the Offering, including the merits and risks involved. These Securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any Securities offered or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or other materials. These Securities are offered Confidentialunder an exemption from registration; however, neither the U.S. Securities and Exchange Commission nor any state securities authority has made an independent determination that these Securities are exempt from registration. The Company filing this Form C/A for an offering in reliance on Section 4(a)(6) of the Securities Act and pursuant to Regulation CF (§ 227.100 et seq.) must file a report with the Commission annually and post the report on its website at https://www.microsaltinc.com/ no later than 120 days after the end of the company’s fiscal year. The Company may terminate its reporting obligations in the future in accordance with Rule 202(b) of Regulation CF (§ 227.202(b)) by 1) being required to file reports under Section 13(a) or Section 15(d) of the Exchange Act of 1934, as amended, 2) filing at least one annual report pursuant to Regulation CF and having fewer than 300 5 Powered by TCPDF (www.tcpdf.org) holders of record, 3) filing annual reports for three years pursuant to Regulation CF and having assets equal to or less than $10,000,000, 4) the repurchase of all the Securities sold in this Offering by the Company or another party, or 5) the liquidation or dissolution of the Company.