JetPurple Corporation
SAFE 2026-1
Regulation D Rule 506(c) / S-1 compliant term sheet and subscription agreement for pre-IPO/SAFE private placement
Download the term sheet (Word)Part I: SAFE Investment Term Sheet
This Term Sheet summarizes the principal terms of the Simple Agreement for Future Equity ("SAFE") transaction contemplated by JetPurple Corporation to qualify as an early-entry financing mechanism leading into a Form S-1 IPO aka Alternative Public Offering ("APO").
- Issuer
JetPurple Corporation (the "Company") is building a global luxury airline brand & niche network commercial passenger scheduled air carrier with an equipment asset heavy strategy.
- Instrument Type
Rule 506(c) Compliant Simple Agreement for Future Equity (SAFE).
- Total SAFE & Total Target Raise
$5,000,000 USD SAFE;
$55,000,000 USD total aggregate principal size.
- Valuation Cap
None. This SAFE has no pre-money valuation cap.
- Conversion Price
The price per share paid by investors in the $55M Financing or, if earlier, the initial public listing price, less the 10% discount.
- Discount Rate
10% discount to the Conversion Price.
- Conversion Trigger
Automatically converts 1:1 into Series A Preferred Stock upon the earlier of: (1) closing of the $55M Financing, or (2) formal effectiveness of the Form S-1 Resale Registration Statement and concurrent listing on a Public Equity Market which may be either the OTC Markets or NYSE American or LSEG.
- Verification Framework
Mandatory third-party accreditation verification managed completely via API integration with VerifyInvestor.com on the JetPurple investor website before subscription finalization.
- S-1 Registration Covenants
The Company mandates filing a Form S-1 Resale Registration Statement within forty-five (45) calendar days from final closing, targeting SEC effectiveness within ninety (90) days to provide immediate liquidity options on a Public Equity Market.
- Lock-Up & Leak-Out Covenants
Investors are subject to a contractually binding ninety (90) day lock-up post listing, followed by a staggered volume leak-out permitting resale of no more than 1.5% of the security's Average Daily Trading Volume (ADTV).
- Structuring & Placement Agent
IceCap Credit Corporation is the sole structuring agent and lead placement agent of both JetPurple Corporation ECM and DCM securities issuances.
IceCap Credit Corporation, 1330 Avenue of the Americas, 23rd Floor, New York, NY 10019.
- Legal Framework
Governed strictly by the securities laws of the State of Delaware and SEC Regulation D Rule 506(c).
Part II: Subscription Agreement
To purchase a SAFE instrument, the undersigned Investor must review, electronically sign and execute the structural compliance terms detailed below and on the JetPurple Investor Portal.
1. Subscription Commitment and Pricing
The Investor hereby irrevocably subscribes for and agrees to purchase a SAFE instrument issued by JetPurple Corporation for an aggregate investment commitment of $________USD (the "Purchase Amount").
It is hereby explicitly acknowledged that this SAFE carries no valuation cap, and that the conversion price shall be a ten percent (10%) discount to the price per share paid in the $55M Financing or, if earlier, the initial public listing price.
2. Rule 506(c) General Solicitation & VerifyInvestor Authorization
The Investor acknowledges that this offering is conducted via public general solicitation as permitted under SEC Regulation D Rule 506(c). As a material condition precedent to final transaction acceptance, the Investor must undergo absolute accredited investor verification.
The Investor hereby authorizes JetPurple Corporation to pass necessary onboarding tokens via secure application programming interfaces (APIs) to VerifyInvestor.com to execute third-party background reviews. No accountants letter, Statement of Net Worth, tax returns, credit files, bank statements or any other form of verification shall be recorded or housed directly on VerifyInvestor.com and not on JetPurple Corporation's data network servers.
3. Form S-1 Resale Registration & Leak-Out Compliance
The Company guarantees that within 45 days of final subscription closing, it shall compile and submit a Form S-1 Resale Registration Statement to the SEC. Upon formal effectiveness and subsequent execution of an immediate public quote system on a listed Public Equity Market, the Investor explicitly agrees to be bound by a 90-day post-listing complete lock-up period.
Thereafter, the Investor may sell shares only in strict compliance with a maximum 1.5% daily volume leak-out protocol to minimize market degradation.
IN WITNESS WHEREOF, the parties have executed this Agreement.
Investor signature
JetPurple Corporation
Adam Blumenkranz
President & Chief Executive Officer
Register on the JetPurple Investor Portal to submit your commitment and sign this agreement electronically.
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