Eli Electric Vehicles, Inc.
525 S Hewitt St, Los Angeles, CA 90013
Minimum Investment Amount
Convertible Promissory Notes
Type of Equity Converted Into
Class A Common Stock
December 31, 2022
Annual Interest Rate
What is a Convertible Note?
A convertible note offers you the right to receive Class A Common Stock in Eli Electric Vehicles, Inc.. The amount of Class A Common Stock you will receive in the future will be determined at the next equity round in which the Company raises at least $500,000.00 in a qualified equity financing. The highest conversion price per security is set based on a $18,000,000.00 Valuation Cap or if less, then you will receive a 20.0% discount on the price the new investors are paying. You also receive 5.0% interest per year added to your investment. When the maturity date is reached, if the note has not converted then you are entitled to receive Class A Common Stock equal to your investment and interest back at a price per security determined by dividing the Valuation Cap by the aggregate number of outstanding equity securities of the Company as of immediately prior (on a fully diluted basis).
*Annual Interest Rate subject to adjustment of 10% bonus for StartEngine shareholders. See 10% Bonus below
This offering is being conducted on an expedited basis due to circumstances relating to COVID-19 and pursuant to the SEC’s temporary COVID-19 regulatory relief set out in Regulation Crowdfunding §227.201(z).
Expedited closing sooner than 21 days.
Further, in reliance on Regulation Crowdfunding §227.303(g)(2) A funding portal that is an intermediary in a transaction involving the offer or sale of securities initiated between May 4, 2020, and August 31, 2020, in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) by an issuer that is conducting an offering on an expedited basis due to circumstances relating to COVID-19 shall not be required to comply with the requirement in paragraph (e)(3)(i) of this section that a funding portal not direct a transmission of funds earlier than 21 days after the date on which the intermediary makes publicly available on its platform the information required to be provided by the issuer under §§227.201 and 227.203(a).
Please note that this Convertible Note will convert to Class A Common Stock however this will not contain any voting rights and will have a Voting Proxy. Subscriber hereby agrees that once he or she receives the underlying shares of the Securities in this offering shall grant the Company a proxy and allow the Company’s CEO to vote their shares on all matters submitted to a vote of such Subscriber, including the election of directors, and to execute all appropriate instruments consistent with this Agreement on behalf of such Subscriber if, and only if, such Subscriber fails to vote all of such his or her shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) business days of the Company’s or any other party’s written request for such written consent or signature. The proxy and power granted by Subscriber pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term of this Agreement. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of Subscriber, as applicable, and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding any such Securities. The proxy will be irrevocable and will remain in effect until the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of common stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the common stock.
Friends and Family Early Birds
Invest within the first 48 hours and receive a 50% bonus on the convertible note interest rate.
Super Early Bird Bonus
Invest within the first week and receive an additional 30% bonus on the convertible note interest rate.
Early Bird Bonus
Invest within the first two weeks and receive an additional 20% bonus on the convertible note interest rate.
$500+ | Tier 1
5% bonus on interest rate
$1,000+ | Tier 2
10% bonus on interest
$2,000+ | Tier 3
15% bonus on interest + $500 discount on the Eli ZERO
$5,000+ | Tier 4
20% bonus on interest + access to exclusive colorway + all lower-tier perks
$10,000+ | Tier 5
30% bonus on interest + all lower-tier perk + name recognition on user manual
Eli Electric Vehicles, Inc. will offer 10% additional bonus interest for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.
Eligible StartEngine shareholders will receive a 10% increase in the annual interest rate on Convertible Promissory Notes in this Offering. This means your annual interest rate will be 5.5% instead of 5%.
This 10% Bonus is only valid during the investors eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are cancelled or fail.
Investors will only receive a single bonus, which will be the highest bonus rate they are eligible for.
*All perks occur when the offering is completed.
The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Vendor payments. Any expense labeled “Administrative Expenses” not strictly for administrative purposes. Any expense labeled “Travel and Entertainment”. Salary payments made to one’s self, a friend or relative.
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 literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.