PRELIMINARY OFFERING CIRCULAR
Aura Redision Technologies, Inc.
A Delaware Corporation
Offering of up to $6,000,000 in Common Stock at $3.00 per Share
Regulation A – Tier 1 Offering
Agent for Service: Aura Redision Technologies, Inc., 979 McLean Avenue, Yonkers, NY 10704
Forward-Looking Statements Disclaimer
This Preliminary Offering Circular contains forward-looking statements that are based on the Company’s current expectations, estimates, and projections regarding its business operations and the industry as a whole. These statements reflect management’s beliefs and the assumptions made by the Company. It is essential to understand that forward-looking statements do not guarantee future performance; they carry inherent risks, uncertainties, and assumptions that are challenging to predict. Consequently, actual outcomes and results may differ materially from those expressed or anticipated within this document, emphasizing the complexities of the business environment in which the Company operates.
Table of Contents
1. Offering Summary
2. Risk Factors
3. Dilution and Capitalization
4. Use of Proceeds
5. Description of Business
6. Management’s Discussion and Analysis
7. Financial Statements (Summary 2023–2028)
8. Management and Ownership
9. Investor Suitability Standards
10. Forward-Looking Statements
11. Exhibits and Signatures
1. Offering Summary
Aura Redision Technologies, Inc. (the “Company”) is offering up to $6,000,000 of Common Stock at a price of $3.00 per share. The offering is being made pursuant to Regulation A, Tier 1, under the Securities Act of 1933, as amended. The proceeds will be used to fund technology infrastructure, market expansion, licensing, and working capital requirements.
Aura Redision Technologies, Inc. (the “Company”) is a corporation under the laws of the State of Delaware on December 4, 2024. Our business plan on becoming the telecommunications industry’s leading content service provider. We aim to deliver a diverse of high-quality, engaging, and innovative digital content that enhances user experience and drives customer engagement for telecom operators.
By leveraging cutting -edge technology , strategic partnerships, and deep market insights, we will offer services that include the creation, curation, and distribution of multimedia content such as video, audio, gaming, educational resources and interactive applications.
The proceeds from this offering will be used to expand marketing efforts to raise awareness of our services within telecom industry. Additionally, these funds will provide initial capital to support our operational and strategic objectives.
The Offering
Shares of common stock offered
| We can sell a maximum of 2,000,000 shares. However, we do not need to sell a minimum number of shares for the offering to close. |
Use of proceeds | The proceeds from this offering will expand our marketing efforts, enhancing awareness of our services within the telecom industry. Additionally, the funds will provide initial working capital to support operational and strategic objectives. |
Termination of the Offering | The Offering will terminate at the earlier of (1) the date at which 2,000,000 Shares have been sold, (2) the date which is one year after this Offering is qualified by the SEC or (3) the date on which this Offering is earlier terminated by the Company in its sole discretion. |
Risk factors | The purchase of our common stock involves a high degree of risk. The common stock offered in this offering circular is for investment purpose only, and currently, no market for it exists or may evenr exist. Please refer to the section entitled “Risk Factors” and “Dilution” before investing in this stock. |
Trading Market | None. We will request a market maker file a Rule 211 application with FINRA to obtain a trade symbol for our common stock.However, such efforts may not be successful , and our shares may not have a market in which to sell the shares. Also, no estimate may be given on the time this application process will require. Even if Aura Redision Technologies common stock is quoted or granted listing, a market for the common shares may not develop. |
2. Risk Factors
Investing in our Common Stock involves a high degree of risk. Prospective investors should carefully consider the following risk factors before making an investment decision. These include regulatory risks, operational risks, market competition, execution risk, and dependence on licensing approvals. The Company’s ability to achieve its financial targets depends on effective execution across multiple strategic and operational areas.
2.1 Industry Specific Risks:
2.1.1 Market Competition: The multi-media industry is highly competitive, characterized by rapid technological advancements and many players striving for market share. This intense competition may affect the company’s ability to retain or grow its audience.
2.1.2 Regulatory Issues: Changes in regulations, especially concerning content distribution, data privacy and data rights, can impose new costs or restrictions, limiting the company’s operational flexibility.
2.1.3 Potential Industry Downturns: Shifts in consumer behaviour, particularly during economic downturns, could lead to decreased advertising revenue, viewership or subscription renewals, impacting profitability.
2.2 Company Specific Risks:
2.2.1 Operational risk : The potential operational disruption, such as internet and electricity.
2.2.2 Financial Risk: The company’s financial stability may be jeopardized by issue such as debt management, cash flowchalleges, or exposure to currency fluctuations
2.2.3 Market Risk: Changes in audience preferences, rising content costs, or difficulties in monetizing new markets can negatively impact revenue streams.
Risk Related to our common stock:
The offering is on a “best efforts” basis and does not require aminimum amount to be raised. If we cannot raise sufficient funds, we may not be able to fund our operations as planned and our growth opportunitiesmay be materially adversely affected. This could increase the likelihood that an investor may lose their investment.
3. Dilution and Capitalisation
3.1 Capitalization
Aura Redision Technologies, Inc. is authorized to issue 40,000,000 shares of Common Stock, $0.0001 par value per share.
As of the date of this Offering Circular, the Company has 16,000,000 shares of Common Stock issued and outstanding, all of which are fully paid and non-assessable.
Immediately after the completion of this offering (assuming the sale of the maximum 2,000,000 shares at $3.00 per share), the Company will have 18,000,000 shares outstanding.
Capitalization (USD)Before Offering After Offering (Max)
Common Stock, $0.0001 par 2,3812,381
Additional Paid-in Capital0.006,000,000
Accumulated Deficit2,292,8397,111,567
Total Shareholders’ Equity≈ 2,295,221≈ 13,113,949
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3.2 Dilution
Investors in this offering will experience immediate and substantial dilution in the net tangible book value of their shares compared to the public offering price.
As of the latest balance-sheet date, the net tangible book value of the Company was approximately $2.3 million, or $0.14 per share.
After the sale of the maximum 2,000,000 shares, the pro forma net tangible book value would increase to approximately $8.3 million, or $0.46 per share.
This represents an immediate dilution of $2.54 per share to new investors, based on the offering price of $3.00 per share.
ItemAmount (USD per share)
Public offering price3.00
Net tangible book value before offering0.14
Pro forma net tangible book value after offering0.46
Dilution to new investors **2.54**
The increase in net tangible book value attributable to new investors represents the portion of the consideration paid by purchasers of Common Stock that will benefit existing shareholders.
4. Use of Proceeds
The Company expects to use the proceeds from this offering primarily for:
• Technology infrastructure and platform development
• Licensing acquisition and regulatory compliance
• Working capital and general corporate purposes
• Marketing and geographic expansion initiatives
5. Description of Business
Aura Redision Technologies, Inc. is a Delaware C-Corporation engaged in digital telecommunications and fintech services. The Company operates across nine business verticals including digital product distribution, OTT solutions, payment gateway, remittance, e-money services, IoT solutions, cyber security, and Internet Service Provider (ISP) operations. The Company’s operations are primarily through its Indonesian subsidiary, PT Aura Kreasi Teknologi, which contributes approximately 75% of consolidated value.
6. Management’s Discussion and Analysis
The Company projects robust revenue growth driven by digital service expansion. Revenue is forecasted to grow from $35.9 million in 2024 to $336 million in 2028, with improving gross and net margins reflecting operational efficiency and scale. ( See Exhibit 1 for detailed analysis)
7. Financial Statements (Summary 2023–2028)
(See Ehibit 2 for detailed Financial Statement)
Year | Revenue (USD M) | Gross Profit (USD M) | Net Profit (USD M) | Net Margin (%) |
2024 | 35.9 | 3.3 | 1.9 | 2.4 |
2025 | 80.2 | 7.4 | 4.7 | 3.1 |
2026 | 152.6 | 16.1 | 11.0 | 4.6 |
2027 | 238.3 | 32.0 | 22.9 | 6.8 |
2028 | 336.0 | 32.0 | 22.9 | 6.8
|
8. Management and Ownership
Aura Redision Technologies, Inc. is led by an experienced management team with over a decade of expertise in telecommunications, fintech, and digital ecosystems. The Company is majority-owned by its founders and management team, ensuring strategic alignment and long-term commitment.
8.1.The Management Team consists of:
Name | Title |
Agus Tri Isimanto | Chief Executive Officer |
Karuppannaikka Rajoo | Chief Financial Officer |
Dimas Santoso | Chief Marketing Officer |
8.2.1 Agus Tri Ismanto
Founder & CEO at PT Redision Teknologi Indonesia
Agus Tri Ismanto is a seasoned professional with over 25 years of extensive experience in the IT and telecommunications sectors. A graduate of the University of Jakarta, he holds proficiency certifications in Soft Switch Class S, Quintum VOIP Gateway, and Meridian System Max.
For the past decade, Agus has focused on product development and sales, leveraging his technical expertise to build a robust network among telecom operators and business players across the industry. His expertise spans IT networks, access, transmission, value-added services (VAS), and core networks, enabling him to deliver innovative solutions tailored to dynamic industry demands.
Driven by a passion for teamwork and collaboration, Agus thrives in multicultural environments and consistently embraces new challenges. His leadership and strategic vision have successfully transformed business strategies into tangible results, fostering partnerships and engaging new clients to accelerate company growth.
8.2.2 Karuppannaikka Rajoo
Managing Director, Newray LLC
Karuppannaikka Rajoo is an accomplished financial leader with over 35 years of experience in financial management, tax strategy, and corporate compliance. A Fellow of the Chartered Institute of Management Accountants (CIMA) and holding an MBA in Finance, he is recognized for his expertise in optimizing financial performance, ensuring adherence to regulatory frameworks, and delivering innovative tax solutions.
Throughout his career, Karuppannaikka Rajoo has demonstrated a remarkable ability to design tax- efficient corporate structures, drive sustainable business growth, and lead high-performing finance teams. His professional journey spans key sectors such as [specific sectors, e.g., telecom, energy, manufacturing], where he has consistently contributed to achieving operational excellence and long-term success.
As Managing Director of Newray LLC, he continues to leverage his financial acumen and strategic vision to create value and foster sustainable development.
8.2.3 Dimas Santoso
Dimas Santoso is a highly accomplished professional with a BSc (Hons) in Finance, showcasing a solid academic foundation in financial principles, analysis, and management. His career has spanned roles in both marketing and finance, highlighting a unique blend of analytical and strategic expertise.
In finance, Dimas has demonstrated proficiency in areas such as financial modeling, budgeting, and investment analysis, enabling him to deliver value through data-driven decision-making and strategic planning. His deep understanding of financial markets and corporate finance has equipped him to optimize resources, manage risks, and contribute to organizational growth.
In marketing, Dimas has leveraged his financial acumen to craft marketing strategies that are not only creative but also aligned with profitability and return on investment (ROI) goals. His ability to understand consumer behavior and market trends has allowed him to bridge the gap between marketing campaigns and financial objectives, ensuring sustainable business growth.
With a combined experience in these fields, Dimas brings a unique perspective to problem-solving, integrating quantitative insights with qualitative strategies to deliver impactful results.
9. Investor Suitability Standards
Investment in the Company’s Common Stock is suitable only for investors who can bear the economic risk of the investment, including the possible loss of the entire investment. Investors must have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment.
10. Forward-Looking Statements
This Offering Circular contains forward-looking statements within the meaning of the federal securities laws. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from those anticipated.
11. Exhibits and Signatures
Aura Redision Technologies, Inc.
By: _____________________________
Authorized Signatory
Date: ___________________________
CERTIFICATE OF INCORPORATION OF Aura Redision Technologies, Inc. FIRST: The name of the corporation is: Aura Redision Technologies, Inc. (the "Corporation"). SECOND: The Corporation's registered office in the State of Delaware is located at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc. THIRD: The purpose of the Corporation is to engage in any lawful activity for which corporations may be organized under the Delaware General Corporation Law (the "DGCL"). FOURTH: The Corporation is authorized to issue a total number of shares of 200 shares having a par value of $.0000000 per share. All shares shall be common shares and of one class. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors (the "Board"), and the directors comprising the Board (the "Directors") need not be elected by written ballot. The number of Directors on the Board shall be set by a resolution of the Board. SIXTH: The Corporation shall exist perpetually unless otherwise decided by a majority of the Board. SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is authorized to amend or repeal the bylaws. EIGHTH: The Corporation reserves the right to amend or repeal any provision in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware. NINTH: The incorporator is Paul P. Martin, the mailing address of which is 20 East 125th Street, New York, New York 10035. TENTH: To the fullest extent permitted by the DGCL, a Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director. No amendment to, modification of, or repeal of this item Tenth shall apply to or have any effect on the liability of a Director for or with respect to any acts or omissions of such Director occurring prior to such amendment. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then this Certificate should be read to eliminate or limit the liability of a Director of the Corporation to the fullest extent permitted by the DGCL, as so amended. I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware do make and file this certificate, and do certify that the facts herein stated are true; and have accordingly signed below, this December 05, 2024. - Stale of Delaware Secretary of State DMsion of Corporations Dellrered 01:55 P\112/05/2024 fil:ED 01:55 PM 12/05/2024 SR 20244401128 - File Number 10027713
SUBSCRIPTION AGREEMENT (Regulation A Tier 1 Offering) Aura Redision, Inc. (Delaware Corporation) 979 McLean Avenue, Yonkers, NY 10704 Telephone: (646) 229-6887 1. Subscription The undersigned (Subscriber) hereby subscribes for and agrees to purchase from Aura Redision, Inc., a Delaware corporation (the Company), the number of shares of the Companys Common Stock (the Shares) set forth on the signature page of this Subscription Agreement at a purchase price of US$ [3.00] per share (the Offering Price), for an aggregate purchase price of US$ (the Purchase Price). This subscription is made pursuant to the Companys Offering Circular dated [Month Day, Year], filed with the U.S. Securities and Exchange Commission (the Commission) under Regulation A, Tier 1, pursuant to Section 3(b)(2) of the Securities Act of 1933, as amended (the Securities Act). 2. Acceptance of Subscription (a) The Subscriber understands that this subscription is subject to acceptance or rejection, in whole or in part, by the Company in its sole discretion. (b) The subscription shall become binding upon the Companys acceptance, which will be evidenced by execution of this Agreement by a duly authorized officer of the Company. 3. Payment of Subscription Price The Subscriber shall deliver the full Purchase Price by wire transfer or check payable to the designated escrow account or subscription account of the Company (as identified in the Offering Circular). Subscription funds will be held until the Company accepts the subscription, at which time the funds will be released to the Company. 4. Representations and Warranties of Subscriber The Subscriber hereby represents and warrants to the Company that: 1. The Subscriber has received, read, and understands the Offering Circular and is relying only on the information contained therein. 2. The Subscriber is acquiring the Shares for investment purposes and not with a view to resale or distribution. 3. The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares. 4. The Subscriber is able to bear the economic risk of this investment and can afford a complete loss of the investment. 5. The Subscriber understands that the Shares have not been registered under the Securities Act and are being offered pursuant to Regulation A Tier 1 and applicable state blue sky laws. 6. The Subscriber has had the opportunity to ask questions of, and receive answers from, the Company and its representatives concerning the terms and conditions of the Offering. 7. If the Subscriber is a corporation, partnership, trust, or other entity, the person signing this Agreement has full power and authority to do so on its behalf. 5. Restrictions on Transfer The Subscriber understands that the Shares may not be resold unless they are registered under the Securities Act or an exemption is available. There is no public market for the Shares and none is guaranteed to develop. Transfers must comply with the Companys bylaws and any applicable securities laws. 6. Investor Suitability (Tier 1 Acknowledgment) The Subscriber acknowledges that: - The Offering is conducted under Regulation A Tier 1, which limits the aggregate amount of securities that may be sold to $25 million in a 12-month period. - The Company may accept subscriptions only from residents of states in which the Offering has been qualified or exempt. - The Subscriber meets all applicable state suitability standards and has truthfully completed any required investor questionnaire. 7. Representations and Warranties of the Company The Company represents and warrants to the Subscriber that: 1. The Company is duly organized and validly existing under the laws of the State of Delaware. 2. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action. 3. When issued and paid for, the Shares will be validly issued, fully paid, and non-assessable. 8. Closing and Delivery of Shares Upon the Companys acceptance of this Subscription Agreement and receipt of cleared funds, the Company shall deliver to the Subscriber evidence of the issuance of the Shares in book-entry or certificated form. The date of such issuance shall constitute the Closing Date. 9. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles. 10. Miscellaneous Entire Agreement: This document constitutes the entire agreement between the parties with respect to the subject matter hereof. Amendments: No amendment shall be effective unless in writing signed by both parties. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic Signatures: Signatures transmitted electronically (e.g., PDF or DocuSign) are deemed binding. 11. Notices All notices under this Agreement shall be in writing and delivered personally, by certified mail, or by email to the Company at: Aura Redision, Inc. 979 McLean Avenue, Yonkers, NY 10704 Attn: Karuppannaikka Rajoo Email: [ insert ] Tel: (646) 229-6887 12. Survival All representations, warranties, and covenants contained in this Agreement shall survive the execution and delivery of this Agreement and the purchase of the Shares. SIGNATURE PAGE Number of Shares Subscribed: Price per Share (US$): [3.00] Total Subscription Amount (US$): Form of Payment: Wire Check SUBSCRIBER INFORMATION Name (Print): Address: City/State/ZIP: Email: Phone: Signature: Date: ACCEPTED BY: AURA REDISION, INC. By: Name: Karuppannaikka Rajoo Title: Chief Financial Officer Date: