The roadmap positions DM-XTech UK for institutional investment through four linked phases: Phase 1, professionalize governance by appointing an independent Non-Executive Chairman and key board committees; Phase 2, restructure capital and execute the exclusive licence agreement; Phase 3, recruit a SPAC-ready CFO and establish an executive equity incentive pool; and Phase 4, launch the Series A by engaging regulated advisors and preparing institutional-grade disclosure materials. This roadmap is funded by and runs concurrently with the DM-XTechPhil Pre-Series A Capital Call described below. Executed in sequence, these phases transform DM-XTech UK into a platform capable of absorbing a £100 million investment and sustaining the scrutiny that comes with it.
Prerequisite: The DM-XTechPhil Pre-Series A Capital Call
Before the four-phase roadmap can be executed, the costs of restructuring and preparation must be funded. The confirmed mechanism is a £15 million Pre-Series A Capital Call raised by DM-XTechPhil, the Philippine licensor and technology owner, from its existing SAFE instrument holders and new UK-based stakeholders. DM-XTechPhil raises the capital (not DM-XTech UK directly) because DM-XTech UK is not yet structurally ready for direct investment: it has no agreed cap table, no formal governance, and no completed articles of association. Investing directly into DM-XTech UK at this stage would create legal and tax risks for investors and the company alike.
Capital Call investors receive new SAFE (Simple Agreement for Future Equity) instruments issued by DM-XTechPhil at a 20% discount to the DM-XTech UK Series A valuation upon conversion. The SAFE sits at the parent level, requires no premature equity allocation in DM-XTech UK, creates no immediate tax events, and converts automatically and cleanly at the £100M Series A round, giving early investors meaningful, protected upside in an orderly structure. The Capital Call is open to existing DM-XTechPhil SAFE holders and new UK-based stakeholders.
Capital Call Pillar 1: Series A Preparation for DM-XTech UK
The first pillar funds DM-XTech UK's complete preparation for the £100 million Series A launch, covering all workstreams described in this roadmap:
Corporate Restructuring
Fund DM-XTech UK's full corporate restructuring, covering legal fees, Companies House filings, independent IP valuation (CA2006 s.593), new Articles of Association, and all associated administrative costs described in this document.
London Operating Base
Establish a London office as DM-XTech UK's operating headquarters, supporting the Series A launch, investor roadshow, and post-round execution.
Airline cPOAs
Prepare and secure contingent Product Offtake Agreements (cPOAs) with first-adopter airlines in the UK and EU, generating the bankable demand-side evidence that underpins the £100M Series A valuation narrative.
Supply & Certifications
Open pre-negotiations with candidate oil refineries on preliminary Toll Manufacturing Arrangements (TMAs) across India, Singapore, and the Philippines. Secure LCAF product certifications against aviation fuel specifications (DEF STAN 91-091; ASTM D1655).
Capital Call Pillar 2: Production Readiness for First-Adopter Customers
The majority of the Capital Call proceeds fund anticipatory production of DM-XTechPhil's aviation fuel products, so that supply can be mobilized the moment demand is confirmed through cPOAs and TMAs. Two products are prioritized:
| Product | Target Customers | Commercial Pathway | Certification Standard |
|---|---|---|---|
| tLCAF (Tailored Low Carbon Aviation Fuel) |
First-adopter commercial airlines in the UK and EU; Airbus engagement open | Contingent Product Offtake Agreements (cPOAs) with first-adopter airlines | ASTM D1655 (Jet A-1 specification) |
| DoC Jet A-1 (Drop-on-Certified Jet A-1) |
Rotary and defence customers: Leonardo Helicopters, UK Ministry of Defence, Rolls-Royce (relationship-led introductions via Rob Dix, existing SAFE holder) | Toll Manufacturing Arrangements (TMAs) with pre-qualified oil refineries | DEF STAN 91-091; ASTM D1655 |
DM-XTechPhil will use Capital Call proceeds to pre-qualify oil refineries and open pre-negotiations across three target geographies: India, Singapore, and the Philippines. The TMAs enable DM-XTechPhil to commission production of its LCAF family at third-party refineries without owning manufacturing infrastructure, creating a capital-light, scalable supply chain that can be mobilized at Series A close. The pre-qualified refinery roster and preliminary TMA terms will form part of the Series A data room and underpin the production credibility of the £100M valuation narrative.
Key Catalysts Opening the Capital Call Window
Ian Tordoff
Non-Executive Chairman of Nexergy, confirmed to join DM-XTech UK as Chairman Designate. Brings a SPAC-ready CFO, a management team, and access to a high-net-worth investor network in Jersey.
Rob Dix
Existing DM-XTechPhil SAFE holder opening relationship-led introductions to Leonardo Helicopters, the UK Ministry of Defence, and Rolls-Royce for DoC Jet A-1 supply.
Airbus Engagement
An engagement opening for tLCAF with Airbus, facilitated by Rob Dix, providing a credible first-adopter commercial aviation pathway alongside the defence route.
Time-Sensitive Window
All three catalysts are relationship-led and time-sensitive. Together they convert a future plan into an immediate one, and the Capital Call is the mechanism to act while the window is open.
Roadmap Overview
Institutionalizing Governance
Appoint Non-Executive Chairman; form board committees; secure D&O insurance.
- NEC Letter of Appointment
- Remuneration Committee
- Audit Committee
- D&O Insurance in place
Capital & IP Restructuring
Share subdivision, investor-grade equity allotment, independent IP valuation, and execution of exclusive licence.
- Share subdivision (SH02)
- Independent IP valuation commissioned
- Founder and licensor equity allotted (SH01)
- Licence Agreement executed
Executive Talent & Equity Plan
Recruit SPAC-ready CFO; establish a board-approved equity incentive pool.
- CFO recruited and on-boarded
- IFRS accounting framework
- EMI / CSOP scheme established
- 10–15% option pool reserved
Series A Launch
Appoint regulated advisors; prepare disclosure documents; open data room.
- Corporate broker appointed
- Information Memorandum
- Institutional data room
- Investor roadshow
Phase 1: Institutionalizing Corporate Governance
Institutional investors will not engage with a company whose governance structure is indistinguishable from a founder-owned private vehicle. The first phase is about making the board credible before the first investor meeting.
1A. Appoint the Non-Executive Chairman
Issue a formal Letter of Appointment to the Non-Executive Chairman, clearly setting out their independence, term, remuneration, duties, and the scope of their authority. The letter must comply with the UK Corporate Governance Code's guidance on NED appointments, even if the Code does not yet formally apply to DM-XTech UK as an unlisted company, adopting its principles signals institutional intent.
The Non-Executive Chairman should have the authority and explicit mandate to form and chair the Remuneration Committee and the Nomination Committee. These committees provide independent oversight of executive pay and board composition, two areas of acute sensitivity for institutional investors.
1B. Form the Audit Committee
The original document defers the Audit Committee to Phase 3 (CFO hire). This is too late. Institutional investors want to see an Audit Committee, ideally with at least one financially literate independent NED, in place before the Series A process begins. The Audit Committee provides independent oversight of financial reporting, internal controls, and the external audit relationship. Its absence at the time of Series A investor meetings will raise governance concerns. Appoint at least one additional independent NED to chair the Audit Committee in Phase 1, concurrently with the NEC Chairman appointment.
1C. Secure Directors and Officers (D&O) Insurance
D&O insurance protects individual directors against personal liability arising from claims by shareholders, regulators, or third parties relating to their decisions and actions in their capacity as directors. It is a prerequisite for recruiting any serious Non-Executive Director or SPAC-ready CFO. The insurance should be placed before any new directors are formally appointed, not after. Aviation sector operations, international IP structures, and pre-IPO fundraising all elevate the D&O risk profile, ensure the policy reflects this.
Phase 2: Capital Restructuring and IP Transfer
Phase 2 runs concurrently with Phase 1. The legal and structural work required here is detailed in Sections 1 and 2 of this document. Key Phase 2 milestones are:
-
1
Pass Share Subdivision Resolution and File SH02 See Section 1.2. Complete the subdivision while the company remains pre-licence and pre-valuation.
-
2
Allot Founder and Licensor Equity; File SH01 See Section 1.3. Allot shares to founders and DM-XTechPhil at pre-valuation prices. If using IP/licence as non-cash consideration, ensure the independent valuation report is complete first. File Form SH01 at Companies House within one month of allotment.
-
3
Execute the Exclusive Licence Agreement with DM-XTechPhil This agreement is the core commercial asset underpinning the £100 million valuation. It must contain: unambiguous exclusive territorial rights; defined royalty or licence-fee structure; clear ownership of regulatory compliance obligations (EASA, CAA, ICAO); IP ownership and improvement rights; term and termination provisions; and governing law. This document will receive intensive scrutiny in investor due diligence.
-
5
Adopt New Investor-Grade Articles of Association The company's Articles of Association must be redrafted as investor-grade Ltd Articles before the Series A. See Section 4 (Recommendations) for the specific provisions required.
Phase 3: Executive Talent Acquisition
3A. Hire the SPAC-Ready CFO
The CFO is the most critical hire before the Series A. Their mandate is to build the financial infrastructure that institutional investors and, ultimately, public-market participants will rely on. Key deliverables from the CFO include:
- IFRS-Compliant Accounts: All UK-listed companies (and companies preparing for UK or international listing) must prepare accounts under International Financial Reporting Standards (IFRS). The CFO must transition the company to IFRS from inception.
- Audit Readiness: Appoint a Big Four or top-tier mid-market auditor to begin the first statutory audit. Note: The standard for UK financial reporting and audit is ISA (UK) , the International Standards on Auditing as adopted for the UK by the Financial Reporting Council (FRC). The PCAOB standard (Public Company Accounting Oversight Board) is a US-specific framework applicable to SEC-registered entities. If DM-XTech UK is pursuing a US SPAC merger or a NASDAQ/NYSE listing, PCAOB audit readiness will also be required; this should be explicitly confirmed with advisors and the correct audit standard specified in the CFO brief.
- Internal Controls: Establish a documented framework of internal financial controls that can withstand institutional due diligence.
- 5-Year Financial Model: Build bottom-up financial projections based on the aviation addressable market, regulatory mandate timeline, and projected licence revenue. This model is the foundation of the Series A Information Memorandum.
DM-XTech UK's strategic roadmap is confirmed as a merger with a US-based SPAC as the equity anchor to fund oil refinery construction projects via funding syndication. As a result, PCAOB audit readiness is directly required, not optional , alongside the UK ISA (UK) baseline. The CFO brief must explicitly scope both: ISA (UK) under FRC oversight for UK statutory accounts, and PCAOB (Sarbanes-Oxley) for US SEC registration and post-merger reporting. Engage a Big Four or equivalent audit firm with a dual ISA/PCAOB practice from the outset. See Section 4 for the full scope of additional actions arising from the US SPAC pathway.
3B. Design the Equity Incentive Pool
Reserve 10–15% of the post-subdivision share pool for an employee equity incentive plan. This is consistent with market norms for pre-Series A high-growth companies. The pool should be set at a level sufficient to attract and retain the full executive team and key technical hires, taking into account the dilution this will cause to existing shareholders.
As set out in Section 2, the preferred plan structure is an EMI scheme, subject to eligibility confirmation with HMRC. If EMI is unavailable, a CSOP provides a tax-efficient alternative with no participant or company size limits. Unapproved options may supplement either scheme for grants above statutory limits.
Phase 4: Launching the Series A
4A. Appoint Corporate Advisors
Engage the following advisors before commencing formal investor discussions:
- UK-Regulated Corporate Broker or Investment Bank: To manage the investor process, identify and approach suitable institutional investors, and coordinate the fundraise. The broker should have demonstrable experience in aviation, deep technology, or cross-border transactions of a comparable scale.
- Technology / Aviation Legal Counsel: A law firm with a dedicated capital markets or corporate finance practice, experienced in aviation technology transactions and cross-border IP structures.
- FCA Compliance Adviser: Any communication to investors that constitutes a "financial promotion" under the Financial Services and Markets Act 2000 (FSMA 2000, s.21) must be approved by an FCA-authorised person. Confirm with your advisors whether the Series A falls within the private placement exemptions under the Prospectus Regulation (and UK PRR post-Brexit) or whether a Prospectus is required.
4B. Prepare the Information Memorandum
The Information Memorandum (IM) is the primary disclosure document for investor meetings. It should address:
- The Regulatory Mandate: Explain clearly the aviation regulatory environment that creates the commercial demand for DM-XTech's technology. What specific regulations (ICAO mandates, EASA directives, CAA requirements) drive adoption? What is the timeline? What is the enforcement mechanism?
- The Exclusive Licence: Demonstrate the legal exclusivity, geographic scope, and commercial terms of DM-XTech UK Ltd's licence from DM-XTechPhil. Investors must understand that this is a defensible competitive moat, not merely an internal group arrangement.
- Financial Projections: 5-year revenue, EBITDA, and cash flow projections built on explicitly stated assumptions. Include a market-sizing analysis.
- Management Team: Biographies of key executives and non-executive directors, demonstrating the technical credibility and capital-markets experience required at Series A.
- Use of Proceeds: A detailed breakdown of how the £100 million will be deployed, with milestones tied to each tranche.
- Risk Factors: A frank disclosure of material risks, including regulatory risk, technology risk, key-person dependency, and cross-border IP and tax risks. Sophisticated investors expect candour; the absence of identified risks raises credibility concerns.
4C. Open the Institutional Data Room
Structure a virtual data room (VDR) to withstand rigorous due diligence by venture capital or private equity investors. The data room should be organized around the following categories:
| Category | Key Documents |
|---|---|
| Corporate | Certificate of incorporation, Articles of Association, Companies House filings, shareholder register, board minutes |
| Capital Structure | Cap table, option pool documentation, shareholder agreement, allotment history |
| Intellectual Property | Exclusive licence agreement, IP ownership schedule, s.593 valuation report, patent/trademark registrations |
| Financial | Audited/management accounts, 5-year financial model, bank statements, IFRS transition workings |
| Regulatory | Aviation regulatory analysis, EASA/CAA/ICAO compliance evidence, sector licences, government correspondence |
| Commercial | Customer pipeline, letters of intent, MoUs, partnership agreements, market-sizing analysis |
| Tax | HMRC correspondence, ERS compliance file, s.431 elections, transfer pricing analysis, CFC analysis |
| Management | CVs, employment contracts, D&O insurance policy, NED appointment letters |