No securities regulatory authority has expressed an opinion about the securities described herein and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities in those jurisdictions. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and therefore may not be offered or sold to, or for the account or benefit of, any person in the United States or any U.S. person (a “U.S. Person”), except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This prospectus does not constitute an offer to sell or a solicitation to buy any of such securities to, or for the account or benefit of, any person in the United States or any U.S. Person. “United States” and “U.S. Person” are as defined in Regulation S under the U.S. Securities Act. See “Plan of Distribution”. PROSPECTUS New Issue
December 17, 2024
LIGHT AI INC. (formerly, Mojave Brands Inc.) Minimum Offering: $10,000,000 or 18,181,818 Units Maximum Offering: $16,086,400 or 29,248,000 Units ___________________________________________ Price: $0.55 per Unit _________________________________________
This long form prospectus (the “Prospectus”) is being filed by Light AI Inc. (the “Company”, “Resulting Issuer”, “we”, “us”, or “our”) with the British Columbia Securities Commission, as principal regulator, and with the securities regulatory authorities in all of the provinces and territories of Canada, other than Québec, to qualify for distribution (the “Offering”) on a “best efforts” agency basis of a minimum of 18,181,818 units (each, a “Unit”) of the Company at a price of $0.55 per Unit (the “Offering Price”) for minimum gross proceeds of $10,000,000 (the “Minimum Offering”) and a maximum of 29,248,000 Units for maximum gross proceeds of $16,086,400 (the “Maximum Offering”). Each Unit shall be comprised of one common share in the capital of the Company (each, a “Unit Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”), exercisable into an additional common share (a “Warrant Share”) at a price of $0.80 for a period of 18 months (the “Expiry Date”). The Warrants shall be governed by the terms of a warrant indenture (the “Warrant Indenture”) to be dated as of the Closing Date between the Company and Endeavor Trust Corporation (the “Warrant Agent”), as warrant agent. The Units are being offered pursuant to an Agency Agreement dated December 17, 2024 (the “Agency Agreement”) between the Company and a syndicate of agents, that includes Ventum Financial Corp., as lead agent and sole bookrunner (the “Lead Agent”), Haywood Securities Inc. and Beacon Securities Limited (collectively, and together with the Lead Agent, the “Agents”). The Units will be offered in each of the provinces and territories of Canada, other than Québec. The Units may also be offered for sale to, or for the account or benefit of, persons in the United States and U.S. Persons by or through one or more United States registered broker-dealers affiliated with or appointed as sub-agents by the Agents (each a “U.S. Placement Agent”), under certain exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. See “Plan of Distribution”.