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GET A PIECE OF ALPHA MOTOR

Move Humanity®

Alpha Motor Corporation (Alpha) is an award-winning American automobile and mobility technology company focused on manufacturing Utility, Sport, and Adventure electric vehicles. Following a successful market introduction in 2020 and backed by over 52,500 vehicle preorder indications, Alpha is advancing to pre-production vehicle development in 2023.

This Reg CF offering is made available through StartEngine Capital, LLC. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.

$1,985,694.12 Raised

REASONS TO INVEST

PATENTED TECHNOLOGY - Alpha has proprietary advantages in technology, design, and process enabling speed-to-market efficiency of award-winning EV designs.

STRONG MARKET DEMAND - We have received over 52,500 vehicle preorder indications to date in addition to distribution agreements in Europe, the Middle East, and Asia. The EV market is expected to surpass US$1.5 trillion by 2030.*

EXPERIENCE AND ABILITY TO EXECUTE - Alpha’s automotive business proficiency comes from decades of experience at major corporations. Alpha has formed OEM-level strategic partnerships in the U.S. to efficiently develop and manufacture highly competitive EVs.


*Information from (Source)





the pitch

Alpha is led by automotive professionals working to commercialize our award-winning EV designs. Our patented technology enables speed-to-market efficiency and with over 52,500 vehicle preorder indications received to date, we aim to manufacture for the EV mass market, which is expected to surpass US$1.5 trillion by 2030.




OVERVIEW


Alpha EV Revolution



Leveraging award-winning designs alongside patented technology and production methods, Alpha is efficiently creating the next generation of electric vehicles to be equipped with quality performance that is enjoyable and accessible. 


*Alpha’s multi-purpose vehicle system enables shared solutions to streamline EV development. Images are computer-generated demo versions. 


*Here's a look at our patented modular vehicle system. Images are computer-generated demo versions. 


Alpha's unique vehicle system includes:

  • Dimensionally adjustable chassis
  • Interchangeable power components
  • Interchangeable interior components
  • Interchangeable subsystem components
  • Interchangeable user interface control system
  • Interchangeable body modules enabling vehicle variants

*Images are computer-generated demo versions of current vehicle models. Product is currently available for preorders.


The Alpha lineup encompasses multiple categories for the consumer market – including Utility, Sport, and Adventure Series vehicles. Our patented modular vehicle system allows us to rapidly create and develop a variety of EV solutions. Alpha is committed to creating the kinds of electric vehicles we believe the world has always wanted to see but that have not existed – until now.


THE PROBLEM & OUR SOLUTION


Green Economy Driven by EVs


On a global scale, gasoline-powered vehicles contribute massively to the deterioration of our planet’s atmosphere and are not sustainable as we move towards a net zero green economy. Alpha believes that the electrification of cars is the way forward, offering significant savings in fuel, maintenance, and overall ownership costs, compared to gasoline vehicles. Alpha’s vision to Move Humanity places focus on sustainability with an emphasis on the impact on our consumers. We are convinced that the decisions involving sustainability should consider accountability and values that stand the test of time.



In order to move the needle forward on mass adoption trends, it is Alpha’s observation that the current market is lacking in stylish, affordable, and functional EV options, and we are striving to fill the void. 


*Images are computer-generated demo versions of current vehicle models. Product is currently available for pre-orders

**The EV Advantage: (source


  • Fuel costs average 60% less for EVs, equating to an annual savings of up to US$1,300.
  • Maintenance averages 50% less for EVs, equating to a lifetime savings of up to US$4,600.
  • EV Mile Range Efficiency is on average 285% greater, equating to 217 more MPGe.
  • Refueling is reduced to an average of 6 times per year at home, which is 34 fewer trips to the gas station.
  • An EV with a range of 250 miles covers 92% of a typical customer's annual driving needs with home charging.
  • Resale value of EVs maintains a level comparable to ICE (Internal combustion engine vehicles) vehicles over a period of 5 years.



Our technology is backed by a level of experience and expertise that we believe is rare to the emerging EV industry. Our Leadership and Advisory Board carries an impressive track record of scaling business growth for top EV companies including Tesla. They believe in Alpha’s potential to become a highly influential brand and will further support the company to achieve significant milestones.



Through decades of automotive research and technical development, company founder, Edward Lee, a multi-award-winning American automotive designer, has worked with some of the world's most well-known automobile manufacturers including Toyota, Lexus, and Audi. Mr. Lee has been recognized by The Center for Leadership at CSU Fullerton for “Excellence in Executive Leadership in Innovation” and was named “Most Motivational Motor Vehicle Manufacturing Chairperson (USA)” by CEO Monthly.


THE MARKET & OUR TRACTION


Strong Market Demand Backed By National Production Power 



Since being introduced to the market, Alpha’s designs have caught the attention of consumers and industry experts. In 2021, the company’s Wolf Electric Truck was exhibited in concept form to the public at the Petersen Automotive Museum in Los Angeles, and has remained on display by popular demand until very recently. This exhibition marked the successful completion of our proof-of-concept stage generating over 9,600 initial preorder indications.


Combining proprietary technology, patented design, and a differentiated go-to-market strategy led by the company’s most popular vehicles, we believe Alpha may be poised for international distribution with an end goal of streamlining mass market delivery starting in 2025. At present, the company is actively building custom-built vehicles in limited quantities, but is experiencing overwhelming demand, having received a total of over 52,500 vehicle preorder indications to date.


*Images are computer-generated demo versions of current vehicle models. Product is currently available for pre-orders


Alpha has formed OEM-level strategic partnerships in the U.S. including UHI, which has a 406,000 sq. ft vehicle manufacturing plant based in Sterling Heights, Michigan. Moreover, Alpha has secured multiple patents, which protects proprietary design, patented technology, and development process to streamline expansion. We believe that this unique advantage may enable Alpha to swiftly fulfill market demand and gain market share



The company currently has distribution agreements in Europe, the Middle East, and Asia, equating to an initial projected volume of 3,150 vehicles annually. We also anticipate economic and capital advantages from lean manufacturing operations, tax credits, and government-backed incentives to boost EV sales. 


WHY INVEST


Move Humanity Together!

From its early inception, Alpha has caught the attention of consumers and industry experts alike, winning awards for our designs and amassing substantial preorder demand. As we move to become a leader in the EV industry, the company plans to focus on successful commercialization and expansion well into the future with our diverse, differentiated, and accessible vehicle solutions. 



Simply put, at Alpha, we build cars because we love seeing people enjoy them, and we are passionate about every step of our process. We trust that our investors will be proud to back a new American EV brand, producing some of the market’s most in-demand electric vehicle solutions, and we look forward to celebrating many milestones with our supporters. Let’s Move Humanity together. Join Us!


ABOUT

HEADQUARTERS
9551 Irvine Center Drive
Irvine, CA 92618

Alpha Motor Corporation (Alpha) is an award-winning American automobile and mobility technology company focused on manufacturing Utility, Sport, and Adventure electric vehicles. Following a successful market introduction in 2020 and backed by over 52,500 vehicle preorder indications, Alpha is advancing to pre-production vehicle development in 2023.

TEAM

Edward Lee
Edward Lee
Founder/CEO

Edward Lee is Founder, CEO, and Chairman of the Board at Alpha Motor Corporation. At Alpha Motor Corporation, Mr. Lee is focused on commercializing next generation automobiles and mobility solutions. Mr. Lee is the Chief Architect of Alpha’s product line, vehicle technologies, and production systems. Mr. Lee is a multi-award-winning American automotive designer with over 19 years of industry experience in new vehicle development and production. Mr. Lee’s previous works include the Lexus LC Flagship Luxury Coupe, which entered production in 2017 and is also based on Mr. Lee’s design of the original Lexus LF-LC concept vehicle introduced at the North American International Auto Show in 2012. Mr. Lee has worked for Audi, Lexus, and Toyota throughout his professional career. Mr. Lee has been recognized by The Center for Leadership at CSU Fullerton for “Excellence in Executive Leadership in Innovation” and was named “Most Motivational Motor Vehicle Manufacturing Chairperson (USA)” by CEO Monthly.

Jada Lee
Jada Lee
Co-Founder/Vice Chairman of the Board

Jada Lee is Co-Founder and Vice Chairman of the Board at Alpha Motor Corporation. Ms. Lee has been General Counsel and Chief Compliance Officer of a private equity firm that managed over US$13.5 billion of gross assets and previously built her career at the world's top three international law firms by revenue, as well as at other top-ranking leading U.S. law firms. Ms. Lee has extensive experience leading transactions in and advising on capital markets, finance, private equity, energy and regulatory matters. For over 15 years, Ms. Lee has regularly advised private and public companies as well as global financial institutions in a wide range of complex corporate, commercial and finance transactions, including energy investments, capital markets, initial public offerings and private equity. Ms. Lee has been leading Alpha Motor Corporation into becoming a distinguished electric vehicle brand.

Kevin Lee

Kevin Lee

Chief Of Research and Development

Kevin Lee is Chief of Research and Development at Alpha Motor Corporation. Mr. Lee leads R&D strategy, vision, and management of electric vehicle innovation and mobility technologies. Mr. Lee’s responsibilities include maintaining and developing world-class R&D operations at Alpha. Mr. Lee has over 17 years of experience leading the development process of vehicles from concept to production stages, which includes the successful Tesla Model 3. Mr. Lee is an established leader spearheading the evolution of digital processes for advanced and production R&D projects for automotive OEMs, startups, and tech companies.

Michelle Quan

Michelle Quan

CFO

Michelle Quan is President and Founder of MTX CPA firm since 2016. In her 19+ years in public accounting, Michelle has worked closely with a broad range of public and private companies. During her 15 years with PricewaterhouseCoopers LLP and RSM US LLP, she worked closely with companies such as Fidelity Nation Financial Inc., Farmers Insurance, AIG, and East West Bancorp. At MTX CPA, Michelle assists clients with tax compliance including domestic and international income tax, sales tax, payroll tax, property tax, and other local tax reporting. She provides services to clients and other CPA firms on special projects, including, R&D tax credit calculations, various state tax credit analysis, ASC 740 tax provision calculations, debt to equity analysis, start-up company structuring, and etc. Her organization prepares annual and interim tax provision calculations in accordance with International Financial Reporting Standards (IFRS) and Generally Accepted Accounting Principles (GAAP) and provides assistance in GAAP to IFRS reporting conversion, business tax planning and tax compliance.

Jay Lijewski

Jay Lijewski

Head of Marketing

Jay Lijewski is leading marketing in cultural growth and community outreach at Alpha Motor Corporation. Mr. Lijewski has 22 years of experience in sales, operations and marketing. After fulfilling his military commitment, Mr. Lijewski dedicated over 18 years in sales and marketing and co-founded Advanced Placement, a successful Brand Strategy agency. Jay is recognized globally through his work in experiential marketing and project management.

Peter Bardenfleth-Hansen

Peter Bardenfleth-Hansen

Advisory Board Member

Peter Bardenfleth-Hansen brings 10 years of commercial experience of scaling Tesla in the Nordics, EMEA and Japan. Mr. Bardenfleth-Hansen introduced Tesla into the Norwegian market and reinforced the sales structure throughout northern Europe. Based on his extensive experience regarding electrification of transportation, Mr. Bardenfleth-Hansen was attracted to Alpha Motor Corporation because he sees the company providing the soul to the greater ecosystem, which was previously missing. Besides being CEO of Norwegian charge point manufacturer Zaptec, Mr. Bardenfleth-Hansen is Chairman, Board Member and Advisor of e-mobility game changers, including CAKE, Viggo Ridehailing, Evyon, Monta, and formerly Volta Trucks.

Jochen Rudat

Jochen Rudat

Advisory Board Member

Jochen Rudat is a seasoned executive and visionary with almost 25 years of experience in the mobility industry. Mr. Rudat joined Tesla in 2009, where he was one of the company's first hires in Europe and tasked with building Tesla's business in Europe from the ground up. During his tenure Mr. Rudat was responsible for the launch of all available Tesla products in several markets. In his last role as Director Central Europe (from July 2016 to September 2019), Mr. Rudat had responsibility for the entire region including the key German market. During this time at Tesla, Mr. Rudat also reported directly to Tesla Founder, Elon Musk, and was recognized for his significant achievement by being awarded the Key Contributor Award.

Oded Tal

Oded Tal

Advisory Board Member

Oded Tal Co-founded the MAX Group in 1999 and is serving as the company's C.E.O. since then. Under Mr. Tal's leadership MAX grew to the leading operations engineering provider to the semiconductors and related industries, with an international footprint and workforce. While at MAX Mr. Tal held numerous executive roles for clients supporting M&A and crisis transition management. Before joining MAX Mr. Tal held various positions in the semiconductors and automotive industry, in the USA and Israel. After serving in the Israeli air force teaching piston engine maintenance, Mr. Tal started his career at Computest Automotive Test Equipment as part of development and operations management. Mr. Tal served on the CS Mantech technical committee and board of directors, as well as on other commercial and NGO entities. Mr. Tal is currently conducting research for a PhD. in Industrial engineering at Louisiana State University focusing on hidden losses in automated manufacturing. Mr. Tal holds a BSc in Industrial Engineering with focus on manufacturing from the University of New Haven, and a Masters in Engineering Management from The Ohio State University. Pursuit of smart team players who are open to being empowered to succeed led Mr. Tal to Alpha Motor Corporation.

Marty Slater

Marty Slater

Advisory Board Member

Marty Slater has over 30+ years of professional experience and has held positions of increasing responsibilities in innovative companies such as Becton Dickinson, Johnson & Johnson, Boston Scientific, and Edwards Lifesciences. Mr. Slater has helped to develop a number of lifesaving therapies from early concept through commercialization. Mr. Slater’s early days supporting high volume manufacturing taught him the engineering principles that would lead him to become a founding member of the design for six sigma council at Boston Scientific. At Edwards Lifesciences Mr. Slater continued to develop his knowledge of bringing complex innovative products to market.

Noah Goldstein

Noah Goldstein

Advisory Board Member

Noah Goldstein is a renowned Grammy Award winning producer, composer, recording engineer, and mixer. Mr. Goldstein served as a producer, A&R representative, and engineer for Kanye West and his label G.O.O.D. Music between 2010 and 2018, during which he collaborated on award-winning projects including My Beautiful Dark Twisted Fantasy, Yeezus, The Life of Pablo (Kanye West), Watch The Throne (Kanye West & Jay-Z), Blonde & Endless (Frank Ocean), Hopelessness (Anohni), Daytona (Pusha-T), Rodeo (Travis Scott), and More Life (Drake). Mr. Goldstein served as the SVP of A&R for Columbia Records, and produced and composed records for Rosalía and FKA Twigs. He is currently the Founder & CEO of Ark Productions, INC. and Ark Publishing, INC.

TERMS

Alpha Motor
Overview
PRICE PER SHARE
$18.50
DEADLINE
May 19, 2023
VALUATION
$125.06M
FUNDING GOAL
$15k - $5M
Breakdown
MIN INVESTMENT
$499.50
MAX INVESTMENT
$4,999,976.50
MIN NUMBER OF SHARES OFFERED
810
MAX NUMBER OF SHARES OFFERED
270,269
OFFERING TYPE
Equity
ASSET TYPE
Common Stock
SHARES OFFERED
Common Stock

Maximum Number of Shares Offered subject to adjustment for bonus shares

Most Recent Fiscal Year-End

Prior Fiscal Year-End

Total Assets

$4,014,845

$545,914

Cash & Cash Equivalents

$801,791

$543,254

Accounts Receivable

$2,844,730

$0

Short-Term Debt

$3,947,009

$7,450

Long-Term Debt

$1,067,945

$1,027,945

Revenue & Sales

$0

$0

Costs of Goods Sold

$0

$0

Taxes Paid

$1,905

$1,250

Net Income

-$1,000,692

-$490,057

Voting Rights of Securities Sold in this Offering

Voting Proxy. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 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.


*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus info below.

Investment Incentives & Bonuses*

Time-Based:

VIP Early Birds
Invest within the first 48 hours and receive 15% bonus shares

Super Early Bird Bonus
Invest within the first week and receive 10% bonus shares

Early Bird Bonus
Invest within the first two weeks and receive 5% bonus shares

 

Amount-Based:

$5000+ | SILVER Level Perk
Invest $5000+ and receive
$500 credit upon purchase of a vehicle *1
Limited edition T-shirt

$10,000+ | GOLD Level Perk
Invest $10,000+ and receive
$1,500 credit upon purchase of a vehicle *1
Limited edition T-shirt
5% bonus shares

$20,000+ | PLATINUM Level Perk
Invest $20,000+ and receive
$3,000 credit upon purchase of a vehicle *1
Limited edition T-shirt
10% bonus shares

$250,000+ | ALPHA Level Perk
Invest $250,000+ and receive
Free Alpha vehicle at the start of production or US$100,000 credit *2
Exclusive Collectible Scale Model of Alpha Vehicle *3
Limited edition T-shirt
24 x 36 Exclusive Canvas Print Art Collectible
15% bonus shares

*1 The credit will apply towards purchase of a vehicle from Alpha Motor Corporation (“Alpha vehicle”). At the time of any required payment of deposit, you will be requested to pay the remainder of the deposit amount, should you choose to make a deposit for purchase of an Alpha vehicle. If the credit is higher than the deposit required, such surplus will be applied towards the purchase of an Alpha vehicle. The credit is nonrefundable.

*2 Investor may select any Alpha vehicle so long as such vehicle is in mass production, up to US $60,000 value. For any Alpha vehicle above US $60,000, investor shall pay the difference. For any investor that has placed an order made and down payment for the Limited Edition Montage, US$100,000 credit out of the amount invested will be applied towards the remaining payment balance.

*3 The model will be a fractional scale to an Alpha vehicle, e.g., 1:64 scale.

* In order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. Bonus shares from perks will not be granted if an investor submits multiple investments that, when combined, meet the perk requirement. All perks occur when the offering is completed.

The 10% StartEngine Owners' Bonus

Alpha Motor will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.

This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of Common Stock at $18.50 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $1,850. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.

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 canceled or fail.

Investors will only receive a single bonus, which will be the highest bonus rate they are eligible for.

Investors will receive the highest single bonus they are eligible for among the bonuses based on the amount invested and time of offering elapsed (if any). Eligible investors will also receive the Owner’s Bonus in addition to the aforementioned bonus.

Irregular Use of Proceeds

The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Vendor payments. Salary payments made to one’s self, a friend or relative.

PRESS

Article Image
designboom

alpha motor seeks more adventure with its purely electric WOLF+ pickup truck

Article Image
E-Mobility Engineering

Standard of driving

Article Image
eVehicle Technology

Alpha Receive US Patent for Electric Vehicle System

Article Image
Expedition Portal

The Alpha CAMP EV Collaboration Concept is Lit

Article Image
LA Auto Show

LA AUTO SHOW ANNOUNCES “THE ZEVAS” AWARD WINNERS

ALL UPDATES

Owners bonus
Stack Owner's Bonus & Rewards!

Members get an extra 10% shares in addition to rewards below!

REWARDS

Multiple investments in an offering cannot be combined to qualify for a larger campaign perk. Get rewarded for investing more into Alpha Motor.

JOIN THE DISCUSSION

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aS
allen Sonstein

2 months ago

can you please send info on how to pre-order, pricelist and dimensions?-thank you

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Furaha Bryant

4 months ago

MOVE HUMANITY in between drives with a uniquely designed and custom dedicated Alpha Motor E-Cycle like no other; Unseen Derailleur-less and Unknown Cassette-less Drivetrain-nuance, all licenses for Alpha🌐! Please respond or send me to your leader! THX! MOVE HUMANITY‐EARNS‐peer‐ritual!

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Barry Knopf

4 months ago

How long will it take to charge these autos and truck? And is the infrastructure available for charging? Finally, are you totally dependant on lithium battery technology and are these vehicles adaptable to new power technologies?

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Kevin Lee

5 months ago

We encourage review of our presentation in the "OVERVIEW" and "ABOUT" sections and campaign updates in the "PRESS & UPDATES" section. Detailed information is provided through our campaign updates regarding Alpha's business, product development, production roadmap, etc. More information is also available on the company website at www.alphamotorinc.com. As a new vehicle manufacturer, bringing our electric vehicles to the market on a massive scale is a process in which the company is experienced and committed to undertake, but it takes time to do it right and in an efficient manner. When Alpha successfully reaches its goal, it is our belief that Alpha will change the world and in a direction that is healthier and greener for people and our environment. This is no simple challenge. Everyone’s comments are well noted and important to us. We encourage a mindful and respectful environment. We care about your feedback. Thank you.

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Justin Horvath

5 months ago

Hi, In addition to my question, how many engineers and design staff are currently on your payroll at your $125 million design house company, I have two more questions. You said you have 52,500 pre order indications. What are these indications from? How are you defining a pre order indication? What is a realistic time frame for prototyping and manufacturing? Who are some vendors you are working with? Do you plan to do manufacture your designs?

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Michelle Quan

5 months ago

Exciting to see the great support in our vision to Move Humanity. Go Alpha!

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Kevin Lee

5 months ago

We are now past $3.7 million raised! We look forward to the next steps in our development.

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Brett Denaro

5 months ago

Before you invest in Alpha Motors, watch this video! https://youtu.be/qoD2WeBJhqY

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JW
John Webster

5 months ago

thanks for response so based on what you said as far as capacity 20k,25K annually the pre orders alone will take you over 2 years to manufacture. meaning new customers will have to wait at least two years plus? before their vehicle even start being manufactured. lets say you get an order for 50k more customer looking at 4 years roughly to have their vehicle ready to roll. yikes! is there anyway to make the process better etc.with pre orders are you taking half up front then other half later etc? thanks for your time. the vehicles look beautiful. your production capacity scares me.

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JW
John Webster

5 months ago

i like this, i invested in several ev related companies. i saw where the ev market in general saw a nice bump. interest rates aren't stopping people. everybody isn't affected. somebody asked the question about a rough avg for the pre orders 52500 that is good for you but how long will it take to actually fulfill that and can you take on more orders? your current plant etc what is the capacity for that how many vehicles can you crank out of there etc. lastly, would you ever consider working with other companies that sell ev vehicles to have a few of your vehicles at their locations? thanks

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RAISED
$1,985,694.12
INVESTORS
595
MIN INVEST
$499.50
VALUATION
$125.06M

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(800-317-2200). StartEngine does not sell personal information. For all customer inquiries, please write to contact@startengine.com.

StartEngine’s Reg A+ offering is made available through StartEngine Crowdfunding, Inc. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. For more information about this offering, please view StartEngine’s offering circular and risk associated with this offering.

StartEngine Marketplace

The availability of company information does not indicate that the company has endorsed, supports, or otherwise participates with StartEngine.

None of the information displayed on or downloadable from www.startengine.com (the 'Website') represents a recommendation, offer, or solicitation of an offer to buy or sell any security. It also does not constitute an offer to provide investment advice or service. StartEngine does not (1) make any recommendations or otherwise advise on the merits or advisability of a particular investment or transaction, or (2) assist in the determination of fair value of any security or investment, or (3) provide legal, tax, or transactional advisory services.

All investment opportunities are based on indicated interest from sellers and will need to be confirmed.

Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk. It should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid, and there is no guarantee that a market will develop for such securities. Each investment also carries its own specific risks, and you should complete your own independent due diligence regarding the investment. This includes obtaining additional information about the company, opinions, financial projections, and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment.

StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC. StartEngine Bulletin Board ("SE BB") is a bulletin board platform that advertises interest in shares of private companies that previously executed Reg CF or Reg A offerings. SE BB enables shareholders to communicate interest in potential sales of shares in private companies and investors to discover, review, and potentially invest in private companies. As a bulletin board platform, SE BB provides a venue for investors to access information about private company offerings and connect with potential sellers. SE BB is distinct and separate from StartEngine Secondary (“SE Secondary”), which is an SEC-registered Alternative Trading System (ATS) operated by SE Primary. SE Secondary facilitates the trading of securities by matching orders between buyers and sellers and facilitating executions of trades on the platform. While a security may be displayed on the bulletin board, these securities will be subject to certain restrictions which may prevent the ability to buy and sell these securities in a timely manner, if at all. Even if a security is qualified to be displayed on the bulletin board, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. You should assume that you may not be able to liquidate your investment for some time or be able to pledge these shares as collateral.