Investor Disclosure Statement

Updated: 3 October 2023

Click link to view section

Supporting Documents

If the document does not display in your browser, check downloads

1) Name

HyperSpace Propulsion

2) Structure

C-Corp

3) State

Delaware

4) Date organized

{TBD}

5) Operating Agreement or Shareholder Agreement

Articles & Bylaws

Delaware Incorporation Certificate

6) Founders

Click link to open biography

Richard Lugg

7) Office location(s):

One Union Street, Suite 200
Portland, ME 04101
U.S.A.

8) Website:

HSPI.space

9) Current shares or units outstanding

{TBD}

10) List of all stockholders with shareholdings (cap table)

{TBD}

11) Schedule of all notes, options, warrants, rights, and any other dilutive securities

{TBD}

12) Summary of all debt instruments/bank lines with key terms and conditions

{TBD}

13) Off balance sheet liabilities

{TBD}

14) Organization chart C-Level Executives

{TBD}

15) Educational verification of executives

Click images to magnify.

Richard Lugg, CEO

Bio

LinkedIn

Resume

{images of diplomas}

XXX, XXX

Bio

LinkedIn

Resume

{images of diplomas}

16) Members

Click link to open biography

{TBD}

17) Is a board seat available?

{TBD}

18) Are votes based on “one board, one vote”, or tied to the % ownership in the company?

{TBD}

19) Does the Company have a directors and officers insurance policy?

{TBD}

20) How often does the board meet?

{TBD}

21) Can managers attend the meetings by phone?

{TBD}

22) Are board members compensated?

{TBD}

23) Members

Click link to open biography or LinkedIn page

FN LN

• Bio

• LinkedIn

• Resume

24) How often do advisors meet?

{TBD}

25) Can advisors attend meetings by phone?

{TBD}

26) Are advisors compensated?

{TBD}

27) Historical and projected headcount by function and location

{TBD}

28) Biographies of advisors, or LinkedIn page

Click to open biography or LinkedIn page

Fahd Riaz, General Counsel, DLA Piper

29) Compensation arrangements

30) Key employment agreements

For items 29 & 30, please refer to these documents:

Richard Lugg, CEO

XXX, COO

XXX, CFO

31) Benefits plans

Health plans, short-term and long-term disability, life insurance.

{TBD}

32) Incentive stock plans

{TBD} options reserved for key management, {TBD}% earn-in per year

{TBD} of those options are reserved for {TBD}

33) Significant employee relations problems, past or present

N/A

34) Personnel turnover

N/A

35) Description of each product

{TBD}

36) What problem does each product solve?

{TBD}

37) Potential customers and applications

{TBD}

38) Projected growth rates
39) Market share

For items 38 and 39, please refer to this table:

{TBD}

40) Impact of technology change

{TBD}

41) Annual and quarterly financial information
42) Income statements, balance sheets, cash flows, and footnotes

For items 41 and 42, please refer to these documents:

• Balance Sheet as of mm-dd-yyyy

• Income Statement as of mm-dd-yyyy

43) Planned versus actual results

{TBD}

44) Management financial reports

Review of Finances for Weekly Senior Staff Meeting

• Current Cash and AP Status

• Summary of Fund Raising Status

• Near Term Forecast of Expenses / Cash Requirements

Investor Status mm-dd-yyyy

• xxx

• xxx

45) Breakdown of sales and gross profits

Please refer to these documents:

• Pro Forma Financial Projection (Excel)

• Balance Sheet as of mm-dd-yyyy

• Income Statement as of mm-dd-yyyy

46) Current backlog by customer

N/A

47) Accounts receivable aging schedule

{TBD}

48) Financial projections
49) Quarterly financial projections for the next three, fiscal years
50) Revenue by product type, customers, and channel
51) Major growth drivers and prospects

For items 48, 49, 50 & 51, please refer to this document:

• Pro Forma Financial Projection (Excel)

• xxx (Word)

{Summary from pro forma projection}

52) Risks attendant to foreign operations (e.g., exchange rate fluctuation, government instability)

No foreign operations

53) Pricing policies

{TBD description products + pricing table}

54) Projected capital expenditures, depreciation, and working capital arrangements

{TBD}

55) External financing arrangement assumptions

{TBD}

56) Summary of current federal, state and foreign tax positions, including net operating loss carry- forwards

{TBD}

57) General accounting policies (revenue recognition, etc.)

{TBD}

58) Schedule of financing history for equity, warrants, and debt (date, investors, dollar investment, percentage ownership, implied valuation and current basis for each round)

N/A

59) List of top customers with email address and phone number:

{TBD}

{TBD success stories}

64) Competitors

{TBD}

{TBD competitive environment slide from pitch deck}  

65) Market position and related strengths and weaknesses

{TBD description }

{TBD SWOT diagram ? }

66) Basis for competition (e.g., price, service, technology, distribution)

Price
{TBD}

Service
{TBD}

Technology
{TBD}

Distribution
{TBD}

Success Stories

Marketing Plan

Sales Metrics

Supporting Documents

67) Strategy and implementation

{TBD from Brolik}

68) Domestic and international distribution channels

Domestic channels only:

• Direct via outbound sales, web, and social media.

• Indirect via vetted partner resales

69) Positioning of the Company and its products

{TBD description}

70) Marketing opportunities/marketing risks

{TBD description}

{TBD positioning slide from pitch deck ? }

71) Description of marketing programs and examples of recent marketing/product/public relations/media information on the Company

Email campaigns

{TBD}

Telemarketing

{TBD}

Social Media

{TBD}

Networking

{TBD}

Website

{TBD}

72) Potential major customers

{TBD}

Please see Marketing Plan for details

73) Status and trends of relationships

URS continues to acquire new partners and resellers.

Our most important technical partners are also clients

• Success story #1

• Success story #2

74) Prospects for future growth and development

{TBD}

Please see Marketing Plan for details

75) Pipeline analysis

Please see Marketing Plan for details

{TBD}

{TBD pipeline table}

76) Principal avenues for generating new business

{TBD}

Please see Marketing Plan for details

77) Sales force productivity model

Monitor key sales performance indicators for each sales channel:

• Total revenue

• Product or product line revenue (CMMC or SMB commercial)

• Market penetration

• Percentage of revenue from new customers (not applicable at this time)

• Percentage of revenue from existing customers

• Year-over-year growth

• Lifetime value (LTV) of a customer

• Net promoter score (NPS)-we should be thinking of doing survey’s soon vs. later (measures customer experience of your brand and provides the best metric to anchor your customer)

• Percentage of sales representatives reaching 100 percent of the sales target

• Revenue by territory

• Revenue by market

• Sales costs vs. percentage of revenue

Please see Sales Metrics for details

78) Sales Team/Organization

Please refer to Sales Team in this chart:

{TBD org chart slide }

79) Compensation

{TBD}

Initial executive compensation is 40% of target, increasing to 100% over time.

For details, please refer to Pro Forma Financial Projection (Excel)

80) Quota average

Quotas will be established as the company transitions away from beta sales.

Please see Sales Metrics for details

81) Sales cycle

{TBD 30/45/60 cycling ?

82) Plan for new hires

{TBD}

For details, please refer to Pro Forma Financial Projection (Excel)

Supporting Documents

Intellectual Property

xxx

{TBD Summary of product development based on White Paper }

83) Description of R&D activities

{TBD}

84) Strategy

{TBD}

{TBD product dev timeline chart ? }

85) Key personnel

• {TBD}

86) Major activities

{TBD}

87) New product pipeline

Current products under development

• {TBD}

• {TBD}

• {TBD}

• {TBD}

88) Status and timing

{TBD}

For details, please refer to Pro Forma Financial Projection (Excel)

89) Cost of development

{TBD}

For details, please refer to Pro Forma Financial Projection (Excel)

90) Critical technology necessary for implementation

{TBD}

{TBD diagram ? }

91) Risks

{TBD}

Supporting Documents

Articles & Bylaws

Delaware Incorporation Certificate

Convertible Note agreement, or SAFE agreement

92) Pending lawsuits against the Company

N/A

93) Pending lawsuits initiated by Company

N/A

94) Description of environmental and employee safety issues and liabilities

N/A

95) New regulations and their consequences

{TBD}

96) List of material patents, copyrights, licenses, and trademarks (issued and pending)

{TBD}

97) Summary of insurance coverage/any material exposures

{TBD}

Asking for D&O insurance quotes from Embroker.

98) History of SEC or other regulatory agency problems, if any

N/A

Supporting Documents

Balance Sheet as of mm-dd-yyyy

Cap Table

Convertible Note Terms

Convertible Note Purchase Agreement

Form of Convertible Note

Income Statement as of mm-dd-yyyy

Pro Forma Financial Projection (Excel)

99) Amount seeking

$500,000

100) Amount raised/committed

$300,000 pre-money from founders

$25,000 convertible note

For details, please refer to Pro Forma Financial Projection (Excel)

101) Executed term sheets
102) Type of securities offered
103) Terms

Convertible Note

• $500,000 Raise

• 6% Interest (due 12/31/2022

• 20% discount (Series A or Sale)

• $5 Million Cap (no discount)

For items 101,102 & 103, please refer to Convertible Note Agreement for details

104) Valuation

{TBD}

$#### million pre-money valuation DLA Piper and our Board of Advisors

105) Subscription agreement

Please refer to Convertible Note Agreement for details

106) Use of Funds

Focused on completing commercialization.

$###K - Product Development

$###K - Key People

$###K - Sales & Marketing

$###K - Working Capital

107) Burn Rate

Cash positive by the start of 2022.

For details, please refer to Pro Forma Financial Projection (Excel)

{TBD summary table from Pro Forma }

108) IPO: Possible

109) Re-Capitalization: Possible

110) M&A: Possible

111) Potential acquirers

Most likely exit is {TBD}

{TBD table of potential acquirers ? }