Reg A+ Public Offering
C3 Bullion, Inc., a Delaware Corporation
Summary of the Offering
Securities Offered
8,000,000 common shares of the Company (the “Shares”) by the Company at $5.00 per share.
Number of shares outstanding before the Offering
10,294,000 shares as of the date hereof.
Number of shares outstanding after the Offering
18,294,000 Shares will be issued and outstanding after the Offering of the Shares if all the Shares in this Offering are offered are sold.
Minimum number of Shares to be sold in this Offering
There is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying the proceeds from the Offering towards our business strategy, including, without limitation, research and development expenses, offering expenses, working capital, and general corporate purposes and other uses, as more specifically set forth in the “Use of Proceeds” section of this Offering Circular.
Use of Proceeds
The Company intends to use the proceeds of this offering to expand its global management consulting and mining services to mining projects, working capital, offering expenses, marketing and for general and administrative purposes. See ‘Use of Proceeds’ section for details at page 36.
Termination of the Offering
The offering will conclude upon the earlier of the sale of all 8,000,000 Shares, one year after the date of this Offering Circular or the date that the Offering is earlier terminated by us in our sole discretion.
The Offering
The following is a summary of the principal terms of this Offering but is not intended to be complete.
Issuer
C3 Bullion, Inc. is a Delaware corporation.
Securities Offered
Company Common Shares.
Offering Amount
We are offering a maximum of $40,000,000 of Shares (the “Maximum Amount”).
Offering Price
$5.00 per Share. The minimum amount that must be purchased by each investor is 100 Shares.
Commencement of the Offering
We expect to commence the sale of the Shares within two days following the Qualification Date.
Termination of the Offering
This Offering will terminate on the earlier of (i) one year from the Qualification Date; (ii) the date on which the Maximum Amount is sold, or (iii) the date that the Offering is earlier terminated by us, in our sole discretion.
Closings
The Shares will be issued in one or more closings (the “Closings”). After the Initial Closing, the Offering will continue on a continuous basis and we may have one or more additional Closings until the earlier of the Date or the receipt and acceptance of subscription funds equal to the Maximum Amount.
Termination
If we have not held the Initial Closing prior to the Termination Date, our Escrow Agent will return all funds to the investors without interest or deduction.
Investor Qualifications
The Shares will be offered and sold solely to “Qualified Purchasers” (as defined in Rule 256 of Regulation A).
Plan of Distribution
The Offering is being conducted by our Board of Directors on a “best efforts basis as to the Minimum Amount and a “best efforts” basis thereafter up to the Maximum Amount.
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The Company has engaged tZERO Securities, LLC, a U.S. broker-dealer registered under Section 15 of the Exchange Act and a member of FINRA and SIPC (“tZERO”), as the exclusive placement agent and broker-dealer of record in connection with this Offering. This assumes tZERO’s 4.5% commission of the gross proceeds received by the Company from investors in the Offering sourced by tZERO or a tZERO website (if an investor is not sourced by tZERO, tZERO will receive 1.25% of the gross proceeds from such investor), but it does not include the following fees and expenses payable to tZERO (i) a $15,000 advisory and consulting services fee, (ii) $1,000 fees for escrow agent services, in tZERO’s capacity as escrow agent (the “Escrow Agent”), and (iii) reimbursement of reasonable accountable expenses not to exceed $20,000 (including any expenses associated with the Escrow Agent’s services and/or tZERO Technologies, LLC’s services); provided, that, such expenses shall not be advanced by the Company and shall be invoiced by tZERO as they are incurred. It also does not include certain fees payable to tZERO Technologies, LLC, an affiliate of tZERO, for use of a primary issuance platform and other technology services. See “Plan of Distribution” on page 40 for additional information. To the extent that the Company’s officers and directors make any communications in connection with the Offering, they intend to conduct such efforts in accordance with an exemption from registration contained in Rule 3a4-1 under Exchange Act, and, therefore, none of them is required to register as a broker-dealer.
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We reserve the right to reject a subscription to purchase Shares, in whole or in part in our sole discretion. If a subscription is so rejected, in whole or in part, we will promptly return the funds submitted with such rejected subscription, or the rejected portion thereof, to the investor without interest thereon or deduction therefrom.
Plan of Distribution
The Offering is being conducted by our Board of Directors on a “best efforts basis as to the Minimum Amount and a “best efforts” basis thereafter up to the Maximum Amount.
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The Company has engaged tZERO Securities, LLC, a U.S. broker-dealer registered under Section 15 of the Exchange Act and a member of FINRA and SIPC (“tZERO”), as the exclusive placement agent and broker-dealer of record in connection with this Offering. This assumes tZERO’s 4.5% commission of the gross proceeds received by the Company from investors in the Offering sourced by tZERO or a tZERO website (if an investor is not sourced by tZERO, tZERO will receive 1.25% of the gross proceeds from such investor), but it does not include the following fees and expenses payable to tZERO (i) a $15,000 advisory and consulting services fee, (ii) $1,000 fees for escrow agent services, in tZERO’s capacity as escrow agent (the “Escrow Agent”), and (iii) reimbursement of reasonable accountable expenses not to exceed $20,000 (including any expenses associated with the Escrow Agent’s services and/or tZERO Technologies, LLC’s services); provided, that, such expenses shall not be advanced by the Company and shall be invoiced by tZERO as they are incurred. It also does not include certain fees payable to tZERO Technologies, LLC, an affiliate of tZERO, for use of a primary issuance platform and other technology services. See “Plan of Distribution” on page 40 for additional information. To the extent that the Company’s officers and directors make any communications in connection with the Offering, they intend to conduct such efforts in accordance with an exemption from registration
How to Subscribe
You will be able to make an investment in our common stock through an online investment platform. See “Procedures for Subscribing.”
Regulation D Offering
We are also conducting a concurrent private offering to accredited investors of up to 500,000 Shares in reliance on Rule 506(c), 504 of Regulation D and S under the Securities Act. The Shares sold in the Reg D and S Offering have the same rights as those being sold in this Offering. As of the date of this Offering Circular, we placed approximately $950,000 of Shares in the Reg S Offering. We have also sold $725,000 shares pursuant to Regulation D 506(c) that was reflected on Form D, filed on January 12, 2024.
Use of Proceeds
We intend to use the net proceeds of this Offering for working capital, research and development, marketing, and the development of the C3 businesses including, retaining necessary personnel, and/or licenses and launching the C3 platform AI software program. See “Use of Proceeds.”
Transfer Agent
Our transfer agent and registrar for our Company is Vertalo. We may enhance the investor experience through added transparency and ability to verify transaction history by making a non-controlling digital "courtesy carbon copy" of ownership records of our transfer agent’s register available on a distributed ledger. The publicly available information will be pseudonymized and will not include any personal identifiable information of any shareholder. The "courtesy carbon copy" will not affect your legal rights as a shareholder in any way.
No listing on a national securities exchange; Potential secondary trading solely through tZERO Securities ATS
Our Shares will not be initially listed or traded on any national securities exchange. We may make our Shares available for secondary trading on the tZERO Securities ATS operated by tZERO, an SEC-registered broker dealer and member of FINRA and SIPC. Orders may be entered on the tZERO Securities ATS by investors that maintain an account with tZERO. Orders properly submitted to the tZERO Securities ATS are matched by tZERO Securities ATS’ order matching system, and tZERO clears transactions effected on the tZERO Securities ATS, as the clearing and carrying broker-dealer for all securities traded on the tZERO Securities ATS.
Risk Factors
Investing in the Shares involves a high degree of risk. See “Risk Factors, beginning on page 16. You should read the Risk Factors section of, and all of the other information set forth in, this Offering Circular to consider carefully before deciding to purchase any Shares in this offering.
Investor Qualifications
Investors may be either “accredited investors” within the meaning of Regulation D under the Securities Act, or any other investors so long as their investment in the Shares 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).
Notice to Investors
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. 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.
THE ISSUER MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE OR COUNTRY.
THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.
Investor understands that the Securities are being offered (the “Offering”) pursuant to an offering circular filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering Statement, and all exhibits thereto, on Form 1-A of the Issuer, and all exhibits thereto, filed with the SEC, dated as of the date set forth on the signature page of this subscription agreement (the “Offering Statement” together will all other offering materials, including exhibits thereto, the “Offering Materials”).
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You should rely only upon the information contained in the Offering Circular. The Company has not authorized anyone to provide you with information, including projections of performance, different from that which is contained in this Offering Circular. The Company is offering to sell the Shares and seeking offers only in jurisdictions where offers and sales are permitted. The information contained here is accurate only as of the date of this Offering Circular, regardless of the time of delivery of this Offering Circular or of any sale of the Shares.
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In order to subscribe to purchase the Shares, a prospective investor must complete the subscription process through our online portal and send payment by wire transfer, ACH or credit card (credit card investment may result in incurrence of third-party fees and charges, interest obligations which will lower your expected investment returns and could exceed your actual returns). 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 of 1933, 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 the investor for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is not a natural person, revenues, or net assets for the investors most recently completed fiscal year are used instead.