Further Considerations
& Required Actions

The restructuring programme, share subdivision, independent IP valuation, Articles redrafting, CFO recruitment, London office, cPOAs, and regulatory advisory fees, requires significant capital before the Series A is closed. The confirmed mechanism is the DM-XTechPhil £15 million Pre-Series A Capital Call, raised from existing SAFE instrument holders and new UK-based stakeholders, with investors receiving SAFE instruments at a 20% discount to the Series A valuation, converting automatically at the £100M round.

Capital is raised through DM-XTechPhil, not DM-XTech UK directly , because DM-XTech UK is not yet structurally ready for direct investment (no agreed cap table, no formal governance, no completed Articles). Investing directly into DM-XTech UK before restructuring is complete would create legal uncertainty and potential tax liabilities for investors. The SAFE structure at the parent level sidesteps all of these risks cleanly.

The following additional actions are required to execute the Capital Call:

• Formal Capital Call documentation: Prepare and execute SAFE subscription agreements for existing SAFE holders exercising their Capital Call rights, and offer documentation for new UK-based stakeholders. Ensure all documentation complies with FSMA 2000 financial promotion requirements (see Additional Action 6) and the applicable Philippine securities regulations for the DM-XTechPhil SAFE issuance.
• Legal review of SAFE instrument terms: Confirm the conversion mechanics, valuation cap, discount rate (20%), and pro-rata rights are clearly defined and enforceable in both the UK and Philippines jurisdictions.
• Use-of-proceeds governance: Establish a formal allocation framework specifying how Capital Call proceeds will be deployed across the two pillars (Series A preparation and production readiness), with board-approved budgets and reporting to SAFE holders. This is a material investor-relations obligation.
• Timeline integration: The Capital Call should be launched and materially funded before or concurrently with Phase 1 of the DM-XTech UK restructuring roadmap, so that legal and advisory costs do not stall the restructuring programme.

The company's current Articles of Association are almost certainly unsuitable for institutional investment. New investor-grade Articles should be adopted by special resolution before any shares are allotted to Series A investors. The new Articles must include: drag-along and tag-along rights (critical for exit liquidity); anti-dilution provisions (protecting investors against future down-rounds); board consent matters (reserved matters requiring approval of a specified majority including investor-appointed directors); information rights (quarterly and annual reporting obligations to investors); pre-emption right disapplication authority; and governance provisions consistent with the UK Corporate Governance Code principles (adopted voluntarily as best practice, as is common for VC-backed companies targeting institutional capital).

The independent valuation of the aviation licence and related IP is on the critical path of the entire restructuring. Although CA2006 s.593 (the statutory independent valuation requirement) does not apply to private limited companies, institutional Series A investors will require a credible, independently produced valuation report as a condition of investment. The report also establishes the arm's-length basis for any non-cash consideration allotment and the transfer pricing benchmark for HMRC purposes. Qualified valuers with aviation IP expertise typically require 4 to 8 weeks to complete a defensible report. Commission this valuation as the first external engagement, before legal restructuring work begins, so that its completion does not delay subsequent steps.

A formal Shareholders' Agreement between the founders, DM-XTechPhil, and the Series A investors is not optional, it is a prerequisite for institutional investment. The agreement should cover: reserved matters requiring supermajority or unanimous shareholder consent; information rights and audit rights; anti-dilution adjustments on future fundraises; liquidation preferences (typically 1× non-participating for Series A, or as negotiated); board seat rights for lead investors; drag-along and tag-along provisions; and a founders' vesting schedule with appropriate cliff and acceleration provisions. Engage a specialist VC/PE legal counsel to draft this document, do not adapt a template.

DM-XTech UK's confirmed strategic roadmap is a merger with a US-based SPAC as the equity anchor, with the proceeds channelled into oil refinery construction projects through funding syndication. This fundamentally shapes the legal, regulatory, and capital-markets preparation required. Key additional actions arising from this confirmed strategy include:

• Identify and engage a suitable US-listed SPAC sponsor with a track record in energy infrastructure, industrial construction, or international development projects. The SPAC must have sufficient trust capital and an appropriate remaining life to accommodate the DM-XTech merger timeline.
• SEC registration and Form S-4/F-4: The de-SPAC merger will require SEC registration, either via Form S-4 (if registered under the US Securities Act) or Form F-4 (for foreign private issuers). Appoint a US securities law firm with de-SPAC merger experience immediately. This workstream runs in parallel with the UK restructuring and is the longest-lead legal item.
• Sarbanes-Oxley (SOX) compliance: Post-merger, as a US-listed entity, DM-XTech will be subject to SOX Section 302 and 404 (internal controls over financial reporting). The CFO must build the internal control framework from the outset.
• Oil refinery funding syndication structure: Define the syndication vehicle through which the SPAC equity proceeds are deployed into refinery construction, whether via a project finance SPV, a mezzanine debt syndicate, or a development finance institution (DFI) partnership. Institutional investors and SPAC sponsors will require a clear, bankable project finance structure, including independent engineer reports, offtake agreements, and environmental/social/governance (ESG) compliance documentation.
• Jurisdiction and regulatory approvals: Confirm the jurisdictions in which the oil refinery projects will be constructed, and identify the energy sector regulatory approvals required in each. This information is material to the SPAC proxy statement and must be available for investor disclosure.

Under the Financial Services and Markets Act 2000 (FSMA 2000), s.21, it is a criminal offence to communicate an "invitation or inducement to engage in investment activity" unless the communication is approved by an FCA-authorised person, or an exemption applies. Before any pitch deck, Information Memorandum, or investor presentation is shared, confirm with an FCA-authorised corporate broker or law firm whether: (a) the communication constitutes a "financial promotion"; (b) the recipient qualifies as a professional investor or sophisticated investor under the FSMA (Financial Promotion) Order 2005 (FPO 2005), such that an exemption applies; and (c) whether a Prospectus is required under the UK Prospectus Regulation (if the offering is to the public). This applies to every document shared with prospective investors, including NDAs with attached term sheets.

The roadmap proposes a single Non-Executive Chairman. Institutional investors at the Series A stage, particularly any PE or VC fund with more than £50 million under management, will expect a fully constituted board with meaningful independent oversight. Best practice for a pre-Series A company of this ambition is: a minimum of three independent Non-Executive Directors (including the Chairman); a separately chaired Audit Committee with at least one financially literate independent NED; a Remuneration Committee; and consideration of a Technology or Aviation Advisory Committee given the sector-specific regulatory complexity. Appoint the additional NEDs concurrently with the Chairman in Phase 1. Each NED appointment should be documented with a formal Letter of Appointment that addresses independence, time commitment, and conflicts of interest.

The £100 million Series A valuation narrative is underpinned by the proposition that specific aviation regulatory mandates create a structural, time-limited commercial opportunity for DM-XTech's technology. Institutional investors will forensically test this proposition in due diligence. Prepare, in advance, a detailed Regulatory Due Diligence Pack covering: the specific ICAO, EASA, and CAA mandates that drive adoption; the enforcement timeline and compliance deadlines for airlines and operators; the current status of DM-XTech's technology vis-à-vis these mandates (prototype, certified, deployed); the intellectual property protection strategy; and any competing technologies or regulatory pathways. Engage an independent aviation regulatory counsel to prepare or review this pack, investor advisors will engage their own expert to challenge it.

The cross-border structure, DM-XTech UK Ltd as exclusive licensee, Philippine entity as licensor, has significant international tax dimensions that must be addressed before the Series A. Key areas requiring specialist international tax advice include: UK/Philippines double tax treaty analysis and withholding tax on royalty payments; UK Controlled Foreign Company (CFC) rules under TIOPA 2010, Part 9A; OECD BEPS compliance, particularly Action 8–10 (transfer pricing for IP) and Action 13 (country-by-country reporting if applicable); the UK Diverted Profits Tax (Finance Act 2015) if offshore arrangements could be challenged as artificial; and the effective tax rate profile that Series A investors will model when assessing distributions and exit proceeds. This review should be completed before the Series A Information Memorandum is drafted, as the tax structure will be prominently disclosed in the risk factors section.

No institutional investor will commit £10 million or more to a pre-revenue company at a £100 million valuation without a detailed, bottom-up financial model. The Information Memorandum cannot be completed without it. The CFO (Phase 3) should, as their first substantive deliverable, build a 5-year financial model covering: addressable market size and DM-XTech's share capture assumptions; revenue model (licence fees, royalties, direct sales, SaaS, or a combination); cost of sales and gross margin profile; operating expense build (headcount plan, capex, regulatory certification costs); working capital and cash flow projections; and a bridge from the £100 million Series A valuation to a projected exit multiple. The model must be explicitly assumption-driven, every input should be a named assumption that the CFO can defend in an investor meeting. Sensitivity tables (bull, base, bear cases) are expected. Prepare the model for forensic scrutiny, assume investors will rebuild it from scratch.