Private Placement Memorandum Has Been Distributed in PDF Format and May Be Printed Only Once for the Named Recipient
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This Private Placement Memorandum has been distributed in PDF format and may be printed only once for the named recipient. Copy No. Name of Recipient: ______________________________ Up to 120 Series A-2 Preferred Shares $60,000,000 ______________________________ CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM GreenTech Automotive, Inc. is selling up to 120 shares of its Series A-2 Preferred Stock (“Preferred Shares”). Investing in the Preferred Shares involves risks. See “Risk Factors” on page 10. You should not invest in the Preferred Shares if you cannot afford the loss of your entire investment. Per Share Total Offering Price ………………………………………………………… $500,000(1) $60,000,000 _________________ (1) Concurrently with funding his or her capital commitment, each investor in our Preferred Shares will be required to pay to Gulf Coast Funds Management, LLC, (the “Management Company” or the “Regional Center”), or its designee an administrative fee of $60,000 (inclusive of a $15,000 legal and processing fees) for each capital commitment of $500,000. THE OFFERED PREFERRED SHARES HAVE NOT BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THE REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR THE REGULATORY AUTHORITY OF ANY OTHER COUNTRY, NOR HAS THE SEC OR ANY SUCH OTHER REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OF PREFERRED SHARES (“PREFERRED SHARES”) OR THE ACCURACY OR ADEQUACY OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (“MEMORANDUM”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. We are offering Preferred Shares on a best efforts basis through December 31, 2013, which period may be extended by us in our sole discretion, to a date not later than December 31, 2014. March 12, 2013 Strictly Confidential March 12, 2013 CONFIDENTIAL CERTAIN MATERIAL INFORMATION, INCLUDING UPDATES TO OUR BUSINESS, HAS BEEN OMITTED FROM THIS MEMORANDUM BECAUSE OF THE EVOLVING OR SENSITIVE NATURE OF THAT INFORMATION. THE OMITTED INFORMATION MUST BE REVIEWED BY POTENTIAL INVESTORS PRIOR TO THEIR SUBSCRIPTION FOR PREFERRED SHARES AND IS AVAILABLE IN THE FORM OF A CONFIDENTIAL MEMORANDUM UPDATE (“MEMORANDUM UPDATE”) FOR CONFIDENTIAL VIEWING BY INVESTORS AT THE BEIJING OFFICE OF THE MANAGEMENT COMPANY, LOCATED AT UNIT 1712, TOWER E1, ORIENTAL PLAZA, NO.1, EAST CHANG AN AVE., DONG CHENG DISTRICT, BEIJING, 100738, PEOPLE’S REPUBLIC OF CHINA. (TEL: +86-10-85189580) OR PURSUANT TO ALTERNATIVE VIEWING ARRANGEMENTS APPROVED BY THE MANAGEMENT COMPANY. PLEASE CONTACT EITHER THE BEIJING OFFICE OR THE U.S. OFFICE (571-765-3500) OF THE MANAGEMENT COMPANY IF YOU SEEK ALTERNATIVE VIEWING ARRANGEMENTS. PROSPECTIVE INVESTORS MUST REVIEW THE MEMORANDUM UPDATE AND SIGN AN ACKNOWLEDGEMENT CONFIRMING TO GREENTECH AUTOMOTIVE, INC. (“GTA” OR THE “COMPANY”) THAT SUCH INVESTOR HAS REVIEWED THE MEMORANDUM UPDATE BEFORE THE INVESTOR’S SUBSCRIPTION FOR PREFERRED SHARES WILL BE ACCEPTED. Strictly Confidential ii March 12, 2013 CONFIDENTIAL Former President Bill Clinton in a MyCar Former President Bill Clinton designed for Domino’s® Pizza briefed on MyCar engineering MyCars sold for use at the United Nations Conference on Climate Change in Doha, Qatar. Strictly Confidential iii March 12, 2013 CONFIDENTIAL MyCar Design *World-renowned Italian designer, Georgetto Guigiaro designed the original MyCar, which has been further optimized by US race car maker Panoz Automotive Development Corporation and British automotive engineering firm Lotus Engineering. Strictly Confidential iv March 12, 2013 CONFIDENTIAL GreenTech Automotive, Inc. Up to 120 Series A-2 Preferred Shares $60,000,000 March 12, 2013 THIS MEMORANDUM IS CONFIDENTIAL AND IS NOT TO BE SHOWN OR GIVEN TO ANY PERSON OTHER THAN THE PERSON WHO IS THE INTENDED RECIPIENT (AND THAT INTENDED RECIPIENT’S PROFESSIONAL ADVISERS FOR THE SOLE BENEFIT OF SUCH INTENDED RECIPIENT) AND IS NOT TO BE COPIED OR OTHERWISE REPRODUCED. FAILURE TO COMPLY WITH THIS DIRECTIVE COULD RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”). THE OFFERING DESCRIBED IN THIS MEMORANDUM DOES NOT CONSTITUTE A SOLICITATION OR AN OFFER TO SELL SECURITIES IN ANY U.S. STATE OR OTHER JURISDICTION IN WHICH SUCH A SOLICITATION OR OFFER IS NOT AUTHORIZED. This numbered copy of the Memorandum is for the exclusive use of the intended recipient named above (and that intended recipient’s professional advisers for the sole benefit of such intended recipient) and should be returned to the Company immediately upon request. The intended recipient and its professional advisers must not forward, transmit, distribute, copy or otherwise reproduce this Memorandum in any manner whatsoever. If this Memorandum has been received by any person other than the intended recipient or from any sender other than the Company, then there is a presumption that this Memorandum has been improperly reproduced and distributed, in which case the Company disclaims any responsibility for its content and use. Prospective investors are invited to ask questions and request additional information by contacting the Company. Please see Section XIII - Additional Information. Statements in this Memorandum are made as of March 12, 2013, unless stated otherwise, and nothing contained herein should be construed to imply that the information and disclosures herein are correct as of any subsequent date. Strictly Confidential v March 12, 2013 CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM GreenTech Automotive, Inc. Up to 120 Series A-2 Preferred Shares $60,000,000 March 12, 2013 THIS MEMORANDUM IS FURNISHED ON A CONFIDENTIAL BASIS FOR THE PURPOSE OF EVALUATING AN INVESTMENT IN PREFERRED SHARES OF THE COMPANY. THIS MEMORANDUM AND THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED, OR DISTRIBUTED, IN WHOLE OR IN PART, FOR ANY PURPOSE WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, AND ALL RECIPIENTS AGREE THEY WILL KEEP CONFIDENTIAL ALL INFORMATION CONTAINED HEREIN AND THE MEMORANDUM UPDATE NOT ALREADY IN THE PUBLIC DOMAIN AND WILL USE THIS MEMORANDUM AND THE MEMORANDUM UPDATE FOR THE SOLE PURPOSE OF EVALUATING A POSSIBLE INVESTMENT IN THE COMPANY. ACCEPTANCE OF THIS MEMORANDUM BY PROSPECTIVE INVESTORS CONSTITUTES AN AGREEMENT TO BE BOUND BY THE FOREGOING TERMS. EACH RECIPIENT OF THIS MEMORANDUM AGREES TO RETURN IT AND ALL RELATED MATERIALS TO THE COMPANY UPON REQUEST IF SUCH RECIPIENT DOES NOT PURCHASE ANY PREFERRED SHARES. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS MEMORANDUM, EACH PROSPECTIVE INVESTOR MAY DISCLOSE, WITHOUT LIMITATION, THE TAX TREATMENT AND TAX STRUCTURE (AS SUCH TERMS ARE USED IN §6011 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE U.S. TREASURY REGULATIONS PROMULGATED THEREUNDER) OF THE COMPANY; PROVIDED THAT THIS AUTHORIZATION IS NOT INTENDED TO PERMIT DISCLOSURE OF ANY TERM OR DETAIL NOT RELEVANT TO THE TAX TREATMENT OR THE TAX STRUCTURE OF THE COMPANY. WITHIN THE UNITED STATES, THIS OFFERING IS MADE AS A PRIVATE PLACEMENT PURSUANT TO SECTION 4(2) OF THE SECURITIES ACT AND REGULATION D PROMULGATED THEREUNDER, AND ONLY TO PARTIES THAT ARE “ACCREDITED INVESTORS” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT. OUTSIDE THE UNITED STATES, THIS OFFERING IS MADE PURSUANT TO REGULATION S UNDER THE SECURITIES ACT ONLY TO PARTIES THAT ARE NOT “U.S. PERSONS” AS DEFINED IN SUCH REGULATION. THIS OFFERING IS MADE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS DESCRIBED ABOVE. THE COMPANY WILL NOT BE OBLIGATED TO REGISTER THE PREFERRED SHARES UNDER THE SECURITIES ACT OR ANY FOREIGN SECURITIES LAWS IN THE FUTURE. THERE CURRENTLY IS NO PUBLIC OR OTHER MARKET FOR THE PREFERRED SHARES (OR THE COMMON STOCK OF THE COMPANY (“COMMON SHARES”) INTO WHICH THE PREFERRED SHARES ARE AUTOMATICALLY CONVERTIBLE UPON THE EARLIER OF AN INITIAL PUBLIC OFFERING OR FIVE YEARS AFTER ISSUANCE) AND THE COMPANY DOES NOT EXPECT THAT ANY SUCH MARKET WILL DEVELOP. ALL OF THE PREFERRED SHARES, WHETHER ACQUIRED WITHIN THE UNITED STATES OR OUTSIDE THE UNITED STATES, AND COMMON SHARES WILL BE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT AND THEREFORE MAY NOT BE TRANSFERRED BY A HOLDER THEREOF WITHIN THE UNITED STATES OR TO A “U.S. PERSON” UNLESS SUCH TRANSFER IS MADE PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, PURSUANT TO AN EXEMPTION THEREFROM, OR IN A TRANSACTION OUTSIDE THE UNITED STATES PURSUANT TO THE RESALE PROVISIONS OF REGULATION S. MOREOVER, THE PREFERRED SHARES MAY BE TRANSFERRED ONLY WITH THE CONSENT OF THE COMPANY AND THE SATISFACTION OF CERTAIN OTHER CONDITIONS SET FORTH IN THE COMPANY’S Strictly Confidential vi March 12, 2013 CONFIDENTIAL GOVERNING DOCUMENTS. HEDGING TRANSACTIONS INVOLVING THE PREFERRED SHARES OR COMMON SHARES MAY NOT BE CONDUCED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THE PREFERRED SHARES ARE BEING OFFERED SUBJECT TO VARIOUS CONDITIONS, INCLUDING: (I) WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE OFFER WITHOUT NOTICE; (II) THE RIGHT OF THE COMPANY TO REJECT ANY SUBSCRIPTION FOR PREFERRED SHARES, IN WHOLE OR IN PART, FOR ANY REASON; AND (III) THE APPROVAL OF CERTAIN MATTERS BY LEGAL COUNSEL. EACH PROSPECTIVE INVESTOR IS RESPONSIBLE FOR ITS OWN COSTS IN CONSIDERING AN INVESTMENT IN PREFERRED SHARES. THE COMPANY SHALL NOT HAVE ANY LIABILITY TO A PROSPECTIVE INVESTOR WHOSE SUBSCRIPTION IS REJECTED OR PREEMPTED. AN INVESTMENT IN THE COMPANY IS SPECULATIVE AND INVOLVES A SIGNIFICANT DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD HAVE THE FINANCIAL ABILITY