DM-X logo
DM-XTechPhilInternational Private Placement Memorandum
MEM-IPP-2026-002Date 2026-06-08Classification ConfidentialIssuer DM-XTechnologies Inc.Access Gated
International private placement

DM-XTechPhil International Private Placement Memorandum

Follow-On Investment Round to Fund the UK/EU Commercialisation of Advanced Aviation Fuels through DM-XTech UK Ltd.

Private and restricted. This Memorandum is made available only to existing SAFE Note holders and selected eligible investors through jurisdiction-specific wrappers, investor certification, gated access, KYC/AML review and controlled subscription acceptance.

IssuerDM-XTechPhil
Commercialisation vehicleDM-XTech UK Ltd.
Follow-on targetGBP 15M
Investor routePrivate Placement
00 / Contents

Controlled international offering architecture

One core memorandum, multiple jurisdiction-specific wrappers, investor certifications, controlled access, and a subscription process designed for a cross-border private placement by a Philippine issuer.

Executive summary01Market catalyst02Issuer and rationale03Investor classes03Target jurisdictions04Gated access05Jurisdiction wrappers06Offering terms07Use of proceeds08Subscription process09Risk factors and disclosures10
01 / Executive summary

A technology owner funding a regulated market entry platform

DM-XTechPhil is raising follow-on capital to fund the UK/EU commercialisation pathway for its advanced aviation fuel technologies through DM-XTech UK Ltd., the intended exclusive UK/EU commercialisation vehicle.

Issuer

DM-XTechnologies Inc.

Philippine-registered owner and originator of the relevant technologies, formulations, trade names, knowhow, product architecture and long-term advanced fuels strategy.

Platform

DM-XTech UK Ltd.

UK company being developed as the UK/EU-facing commercialisation, institutionalisation and capital markets vehicle for the aviation fuel portfolio.

Market

UK and EU aviation

Immediate market entry is driven by a regulated, evidence-based fuel-quality problem. Under EU non-CO2 MRV, airlines now need better data, cleaner fuel quality and defensible mitigation pathways beyond conventional SAF procurement.

Pathway

Market traction, Series A and de-SPAC readiness

The follow-on round supports sample readiness, cPOAs, TMAs, UK/EU licensing, investor infrastructure and the build-out required before DM-XTech UK Ltd. can pursue its own institutional Series A and potential future de-SPAC route.

Security framing: Investors subscribe for securities of DM-XTechPhil under this Memorandum. They do not invest directly in DM-XTech UK Ltd. unless the subscription documents expressly provide otherwise.
02 / Market catalyst and investor thesis

Regulation converts aviation fuel quality into a commercial variable

The investment case is anchored in a regulatory and operational shift: airlines cannot manage non-CO2 exposure through lifecycle carbon accounting alone. Fuel composition, soot precursors, aromatics, sulfur, naphthalene, traceability and verified quality data are becoming commercially relevant inputs to compliance, cost control and operational resilience.

$71B

2025 market baseline

The European aviation fuel market is modelled by DM-XTech management at approximately USD 71.0 billion in 2025, with the potential to exceed USD 100 billion by 2029 under an 8.5 percent CAGR scenario. These figures are management estimates and are subject to investor diligence.

95.4%

Conventional fuel dominance

Management analysis indicates that conventional Jet A-1 remains the dominant fuel stream in 2025, with SAF still a small share of total aviation fuel supply. This creates a near-term opening for ASTM-grade drop-in fuel quality improvement rather than waiting for SAF or eSAF supply to scale.

66%

Non-CO2 warming relevance

Scientific literature and policy analysis increasingly recognise that non-CO2 aviation effects, including contrails, NOx chemistry, soot, sulfur species and water vapour interactions, account for a material share of aviation climate impact.

2025

MRV trigger year

Commission Implementing Regulation (EU) 2024/2493 introduced monitoring and reporting of non-CO2 aviation effects from 1 January 2025, converting a technical emissions issue into a reportable airline compliance matter.

The problem

The default Jet A-1 liability trap

Standard Jet A-1 remains operationally indispensable but chemically variable. Aromatics and naphthalene contribute to soot formation, and soot particles act as condensation nuclei for contrails. Sulfur species and other fuel characteristics can also affect the atmospheric pathway that regulators, verifiers and airlines are now being required to measure and report.

The commercial risk for airlines is not simply fuel price. It is the risk that, in the absence of verified product-specific fuel data, operators may be forced to rely on conservative default assumptions, incomplete emissions evidence or less favourable reporting positions.

The solution pathway

tLCAF as an immediately deployable fuel-quality lever

DM-XTechPhil positions tLCAF as a transitional low carbon aviation fuel pathway: an ASTM D1655-compliant, drop-in Jet A-1 product family engineered around low aromatics, low sulfur, reduced soot precursors, traceable quality data and conventional refinery scalability. The commercial proposition is not a promise that the fuel alone delivers regulatory compliance. It is that cleaner, certified fuel composition gives airlines and verifiers better evidence with which to manage non-CO2 exposure.

Because tLCAF is designed as a drop-in fuel rather than a new aircraft technology, the market-entry logic is nearer-term: product quality, certificates of analysis, cPOAs, TMAs, traceability packs and controlled airline evaluation can be pursued ahead of full dedicated refinery build-out.

Regulatory catalyst

From 1 January 2025, aircraft operators under the EU ETS non-CO2 framework must monitor and report non-CO2 aviation effects. The first compliance cycle creates a practical need for fuel-quality evidence, flight data, atmospheric data and defensible mitigation documentation. The regulatory sequence does not need to impose a full ETS price on non-CO2 effects immediately to change market behaviour. The reporting requirement alone can move procurement, sustainability, risk and technical teams toward fuels with better verified composition and lower soot-precursor profiles.

Product evidence

DM-XTechPhil's aviation fuel platform is supported by successful testing at the Translational Energy Research Centre at the University of Sheffield and by prior commercial-use history in the Philippines as an ASTM D1655-compliant aviation fuel product, subject to data room evidence. Management technical materials indicate low-aromatic, low-sulfur and low-odour product characteristics, with sample-readiness documentation intended to include certificates of analysis, QA evidence, traceability packs and evaluation-lot records.

Investor diligence should review the underlying test reports, certificates, production records, ASTM compliance evidence, DEF STAN alignment where applicable, refinery capability assumptions and any third-party verification to be included in the data room.

Economic exposure

DM-XTech management modelling illustrates possible cumulative EU ETS-style non-CO2 exposure scenarios through 2030 of approximately EUR 10.0 billion, EUR 28.6 billion and EUR 38.8 billion under low, central and high sensitivity cases. These figures are not presented as adopted regulation, revenue forecasts or guaranteed airline cost outcomes. They are sensitivity illustrations showing why airlines may seek cleaner fuel-quality options before economic penalties, procurement restrictions or verifier pressure harden.

Why airlines act

Airlines face a practical choice. They can wait for non-CO2 reporting data to expose fuel-quality weaknesses, or they can begin building a documented mitigation pathway with cleaner drop-in fuel, better certificates of analysis and stronger traceability. The latter path can reduce reputational risk, improve ESG credibility, support verifier dialogue, preserve operational flexibility and reduce dependence on expensive or scarce SAF volumes.

Why investors act

The follow-on round funds the bridge between technology ownership and market execution. Proceeds are intended to move DM-XTech UK Ltd. from a corporate vehicle into an investable UK/EU commercial platform with aviation fuel samples, cPOA documentation, TMA readiness, institutional governance, data-room evidence and Series A preparation. The investment thesis is therefore not based solely on future refinery construction. It is based first on establishing market traction in a regulated aviation fuel segment where incumbent fuel quality creates a measurable problem.

Investor narrative

The right product before the market becomes crowded

The strategic opportunity is timing. EU non-CO2 MRV is already live, airline reporting pressure is increasing, SAF supply remains constrained, eSAF remains expensive and conventional Jet A-1 still dominates the fuel pool. DM-XTechPhil's proposition is to use its technology ownership to fund a UK/EU platform capable of offering airlines a lower-impact, ASTM-grade, drop-in aviation fuel pathway now, while building the commercial evidence needed for institutional Series A financing and later refinery-scale replication.

The follow-on investment is designed to fund the front end of that pathway: sample readiness, airline engagement, contingent product offtake agreements, toll manufacturing arrangements, QA and traceability documentation, licensing infrastructure and capital-markets discipline.

Data and assumptions: Market size, market share, ETS exposure and fuel-mix figures in this section are based on DM-XTech management analysis derived from the Jet A-1 Market Analysis materials and should be treated as forward-looking assumptions until independently verified. Regulation (EU) 2024/2493 and Eurocontrol non-CO2 MRV materials support the existence of the non-CO2 reporting framework. Scientific literature supports the material relevance of non-CO2 aviation effects. No statement in this section should be read as a guarantee of airline adoption, regulatory credit, ETS treatment, pricing, revenue, Series A completion, de-SPAC completion or refinery financing.
03 / Issuer and commercialisation rationale

Why the issuer is DM-XTechPhil and the deployment platform is DM-XTech UK Ltd.

The structure preserves ownership and control of the technology at the Philippine parent level while funding a UK/EU commercial vehicle in the market where the initial regulatory and customer opportunity is strongest.

Technology owner

DM-XTechPhil

DM-XTechnologies Inc. owns the technologies, formulations, tradenames, knowhow, product architecture, commercial vision and strategic roadmap underlying the aviation fuel platform. It is therefore the issuer of this follow-on private placement.

  • Owner and licensor of the relevant advanced aviation fuel technologies.
  • Existing SAFE Note holder base includes American, British, South African and Filipino investors.
  • Issuer-level follow-on capital funds the UK/EU market entry pathway while preserving parent-level IP control.
UK/EU market vehicle

DM-XTech UK Ltd.

DM-XTechPhil established DM-XTech UK Ltd. as the vehicle to enter the UK and EU aviation fuel markets. The UK vehicle is intended to receive exclusive UK/EU commercialisation rights under appropriate licence and intercompany documentation, subject to funding, governance and Series A conditions.

  • UK/EU airline and refinery engagement.
  • cPOA and TMA execution track.
  • Institutionalisation for Series A and possible future de-SPAC pathway.
Technical foundation

DM-XTechPhil's aviation fuel platform is not merely conceptual. tLCAF has been successfully tested at the Translational Energy Research Centre at the University of Sheffield. The underlying low-aromatic, low-sulfur and low-emission aviation fuel technology also has prior commercial-use history in the Philippines as an ASTM D1655-compliant aviation fuel product, subject to supporting evidence in the investor data room.

04 / Investor classes

Lead Anchor Investor, Existing SAFE Holder Anchor Group and Follow-On Investors

The offering may proceed in sequential closings. Anchor participation is designed to evidence existing investor confidence without creating underwriting, agency or solicitation authority.

01

Lead Anchor Investor

A Lead Anchor Investor is an investor accepted by the Issuer as making a material early commitment to the offering. The designation does not constitute an underwriting commitment, guarantee of the offering, placement mandate, agency role, fiduciary role, management role or obligation to procure other investors.

Any identification of a Lead Anchor Investor is subject to written consent, applicable law and the Issuer's disclosure controls.

02

Existing SAFE Holder Anchor Group

The Existing SAFE Holder Anchor Group consists of selected existing SAFE Note holders who participate at or before the first closing. Each subscribes individually and not as a partnership, syndicate, investment club, placement group, underwriter or collective investment vehicle.

No member may solicit investors, distribute this Memorandum, speak for the Issuer or bind the Issuer unless separately authorised in writing.

03

Follow-On Investors

Follow-On Investors may include existing SAFE Note holders, high-net-worth individuals, family offices, investment companies, corporate investors, institutional investors, strategic investors and other eligible investors admitted after the anchor phase.

Each Follow-On Investor must satisfy the applicable jurisdictional eligibility requirements, complete certification, pass KYC/AML and sanctions screening, execute the subscription documents and be accepted by the Issuer.

Anchor disclosure rule: Anchor status is a commercial designation only. It does not confer authority to market the Securities, distribute offering materials, make representations, negotiate for the Issuer or accept subscriptions.
05 / Target jurisdictions

Jurisdictions covered by the gated private placement framework

The inclusion of a jurisdiction does not mean the Securities may be offered freely. Each access request is controlled by investor status, local law, selling restrictions and Issuer acceptance.

Core existing holder jurisdictions

Philippines, United States, United Kingdom and South Africa.

EU and EEA

Member State analysis applies. Access may be limited to qualified investors or other prospectus-exempt categories.

Middle East

United Arab Emirates, including Dubai and the DIFC where applicable.

Asia capital markets

Singapore, Hong Kong, Japan and South Korea, each subject to local private placement restrictions.

Controlled access statement: No jurisdictional wrapper creates a public offer. Access may be refused, suspended or revoked at any time.
06 / Gated access and investor certification

Eligibility before access, certification before subscription

The gate records jurisdiction, investor class, certification category, acknowledgements, timestamp, access decision and document version. New investors are routed to manual approval before full access.

Access route

Wrapper legend:

Certification requirement:

Pending investor acknowledgements. Full access remains locked.

06 / Jurisdiction-specific selling restrictions

Private placement wrappers

Each wrapper is a selling restriction and access condition. It does not authorise public marketing, onward circulation or subscription by ineligible persons.

United States

The Securities have not been registered under the United States Securities Act of 1933 or any state securities laws. The Securities may not be offered or sold in the United States or to US Persons except pursuant to registration or an available exemption. US access is limited to investors eligible under Regulation D or another exemption accepted by the Issuer. If Rule 506(b) is used, no general solicitation or general advertising is permitted. If Rule 506(c) is used, all purchasers must be accredited investors and reasonable verification procedures apply. Offshore offers and sales to non-US Persons may be made only under an offshore transaction route, including Regulation S where available, with no directed selling efforts in the United States.

United Kingdom

This Memorandum is directed only at persons in the United Kingdom to whom it may lawfully be communicated under FSMA 2000 and the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Eligible categories may include Article 19 investment professionals, Article 48 high-net-worth individuals, Article 49 high-net-worth companies, unincorporated associations or trusts, Article 50 certified sophisticated investors, Article 50A self-certified sophisticated investors and existing security holders or other persons to whom the communication may lawfully be made. Any investment activity to which this Memorandum relates is available only to such persons. Each UK recipient must complete the applicable statutory investor certification before receiving access to the full Memorandum or subscription documents.

European Union and EEA

This Memorandum is not a prospectus for purposes of Regulation (EU) 2017/1129, as amended, and has not been approved by any competent authority in any Member State. The Securities may be offered in a Member State only where an exemption from the obligation to publish a prospectus is available, including offers addressed solely to qualified investors, offers addressed to fewer than 150 persons per Member State other than qualified investors, offers where the denomination per unit is at least EUR 100,000, offers where each investor acquires Securities for a total consideration of at least EUR 100,000, or another available exemption under the Prospectus Regulation and local Member State law.

Philippines

The Issuer is a Philippine-registered corporation. The Securities have not been registered with the Philippine Securities and Exchange Commission unless expressly stated by the Issuer. The Securities may be offered or sold in the Philippines only pursuant to an available exemption under the Securities Regulation Code, including exempt transactions involving existing security holders, fewer than twenty persons in the Philippines during any twelve-month period, qualified buyers, or another applicable exemption. No commission or remuneration may be paid for solicitation unless permitted by law and approved by the Issuer.

South Africa

This Memorandum is not a prospectus registered or approved under South African law. The Securities may not be offered or sold in South Africa except pursuant to an available private placement or other exemption from the requirement to publish or register a prospectus. No offer is made to the public in South Africa. Each South African investor must complete the applicable investor certification, local eligibility confirmation, KYC/AML documentation and subscription documents before any subscription is accepted.

United Arab Emirates and Dubai

This Memorandum has not been approved, licensed, registered, reviewed or authorised by the UAE Securities and Commodities Authority, the Central Bank of the United Arab Emirates, the Dubai Financial Services Authority, the Financial Services Regulatory Authority of Abu Dhabi Global Market or any other regulatory authority in the United Arab Emirates. The Securities may not be offered, sold, promoted, marketed, distributed or introduced in the United Arab Emirates, including Dubai, except on a strictly private basis to eligible investors where such offer is lawful and does not require registration, approval, licensing or authorisation. In or from the DIFC, any offer may be made only where it qualifies as an exempt offer or other permitted communication under applicable DFSA rules.

Singapore

This Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. The Securities may be offered in Singapore only pursuant to an exemption under the Securities and Futures Act 2001 of Singapore, including offers to institutional investors, accredited investors or private placements to no more than 50 persons within a 12-month period, where applicable. This Memorandum may not be circulated or distributed in Singapore, and the Securities may not be offered or sold, except in accordance with the applicable exemptions and conditions under Singapore law.

Hong Kong

This Memorandum has not been authorised by the Securities and Futures Commission of Hong Kong or registered with the Registrar of Companies in Hong Kong. The Securities may not be offered or sold in Hong Kong by means of any document other than to professional investors or in circumstances that do not constitute an offer to the public under applicable Hong Kong law. This Memorandum is intended only for persons in Hong Kong who are eligible to receive it on a private placement basis. It must not be issued, circulated, distributed or possessed for the purpose of issue, circulation or distribution to the public in Hong Kong.

Japan

The Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan unless expressly stated by the Issuer. The Securities may not be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except pursuant to an applicable private placement exemption or other exemption from registration under Japanese law. No document or material relating to the Securities may be distributed in Japan except in a manner that complies with applicable Japanese securities laws and regulations.

South Korea

The Securities have not been and will not be registered with the Financial Services Commission of Korea or any other Korean regulatory authority unless expressly stated by the Issuer. The Securities may not be offered, sold, delivered, transferred or distributed in Korea except pursuant to an applicable private placement exemption or other exemption under Korean law. No public offering is being made in Korea. No Korean investor may resell or transfer the Securities except in compliance with applicable Korean securities laws and any transfer restrictions imposed by the Issuer.

08 / Offering terms

Follow-on private placement terms

The offering is a DM-XTechPhil international private placement to existing SAFE Note holders and selected eligible new investors.

IssuerDM-XTechnologies Inc. (DM-XTechPhil), a Philippine-registered corporation.
DocumentDM-XTechPhil International Private Placement Memorandum: Follow-On Investment Round to Fund the UK/EU Commercialisation of Advanced Aviation Fuels through DM-XTech UK Ltd.
InstrumentSimple Agreement for Future Equity or other instrument issued by DM-XTechPhil, subject to final subscription documentation and local law review.
Raise targetGBP 15,000,000 or equivalent, subject to acceptance by the Issuer and the terms of each closing.
Conversion discount20% contractual discount to the qualifying Series A or other qualifying financing event, subject to final terms.
Eligible recipientsLead Anchor Investor, Existing SAFE Holder Anchor Group, existing SAFE Note holders and selected eligible Follow-On Investors.
DistributionPrivate, confidential, non-transferable, non-forwardable and gated. No public offer. No general solicitation except where expressly approved under a specific exemption and documented procedure.
Subscription acceptanceNo subscription is binding until accepted by DM-XTechPhil after certification, KYC/AML, sanctions review, source-of-funds checks and executed subscription documents.
09 / Use of proceeds

Funding the investability and market traction of DM-XTech UK Ltd.

The proceeds are deployed by DM-XTechPhil to fund the UK/EU commercialisation pathway through DM-XTech UK Ltd. while preserving DM-XTechPhil as technology owner, issuer and strategic parent.

01

UK/EU market entry

Commercial positioning, airline engagement, technical documentation, QA evidence and non-CO2 MRV-aware communications.

02

cPOAs and TMAs

Contingent Product Offtake Agreements with first-adopter airlines and Toll Manufacturing Arrangements with qualified refineries.

03

Institutionalisation

Governance, audit readiness, legal infrastructure, transfer pricing discipline, licence documentation and Series A readiness.

04

Product readiness

Commercial sample availability, certificates of analysis, controlled production planning, traceability packs and technical data room support.

Series A objective

Prepare DM-XTech UK Ltd. for a proposed institutional Series A financing with a target raise of approximately GBP 100 million, subject to market conditions, diligence, valuation, documentation and execution.

Refinery-scale pathway

Use the Series A and potential de-SPAC pathway as part of a larger capital formation strategy to support syndicated financing for a dedicated 100,000-bpd LCAF refinery, estimated at approximately USD 10 billion, subject to engineering, site selection, permitting, EPC, offtake, debt, equity, government support and regulatory approvals.

10 / Strategic pathway

From follow-on capital to global refinery replication

The pathway is expressed as a capital formation strategy and not as a guaranteed outcome.

International private placement

DM-XTechPhil raises follow-on capital under jurisdiction-specific private placement controls.

UK/EU commercialisation build-out

DM-XTechPhil funds DM-XTech UK Ltd. to develop cPOAs, TMAs, product documentation, governance and operating credibility.

GBP 100 million Series A target

DM-XTech UK Ltd. pursues an institutional Series A once licensing, governance, audit and commercial prerequisites are sufficiently mature.

Large-cap SPAC or equivalent public-market route

DM-XTech UK Ltd. aims to become de-SPAC-ready if market conditions, sponsor diligence, audit readiness and regulatory conditions support such a transaction.

Dedicated LCAF refinery platform

A successful Series A and public-market pathway may become the equity anchor for syndicated funding of a dedicated 100,000-bpd LCAF refinery.

Global replication

Long-term objective: replicate and scale LCAF refinery platforms in multiple jurisdictions to support aviation industry requirements.

11 / Controlled subscription process

From eligibility request to accepted subscription

No subscription is binding until all certification, compliance and acceptance conditions are complete.

Initial contact

Teaser-only or classification communication. No full Memorandum until jurisdiction and eligibility category are confirmed.

Certification

Investor selects jurisdiction and category, reviews required warning, signs eligibility statement and accepts confidentiality and non-forwarding undertakings.

Manual approval

Admin or counsel reviews certification, relationship status, investor category, jurisdiction and access entitlement.

Document access

Investor receives controlled access to the Memorandum and relevant jurisdiction wrapper. Download or print privileges may be restricted.

Due diligence room

Qualified investors may receive technical, corporate, financial, licence, cPOA, TMA and commercial sample evidence after additional approval.

Subscription pack

Investor receives subscription agreement, SAFE or other instrument, investor questionnaire, KYC/AML forms, sanctions certifications and payment instructions.

Issuer acceptance

DM-XTechPhil may accept, reject or scale subscriptions. No subscription is effective until accepted by the Issuer.

Closing records

Issue instrument, update register, store investor file, record jurisdiction, preserve access logs and apply transfer restrictions.

12A / Source notes

Technical and market source notes

The investment narrative relies on a combination of DM-XTech management analysis, internal test documentation, third-party technical literature and public regulatory materials.

Regulation

Commission Implementing Regulation (EU) 2024/2493 amended the EU monitoring and reporting framework to include non-CO2 aviation effects from 1 January 2025. Eurocontrol materials further describe the reporting obligation and reduced scope available for 2025 and 2026.

Science

Technical literature and policy materials identify non-CO2 effects, including contrails, NOx, water vapour, sulfur species and soot particles, as material contributors to aviation climate impact.

Management analysis

Market valuation, UK share, fuel-mix, ETS exposure scenarios, soot-reduction claims, fuel-efficiency claims and economic-comparison figures are to be supported through the investor data room, including test reports, certificates of analysis, technical dossiers and model assumptions.

13 / Risk factors and disclosures

Principal risks, legal notices and investor acknowledgements

Investment in the Securities involves a high degree of risk. Each investor must be able to bear the loss of the entire investment.

No public offer and no regulatory approval

This Memorandum is not a prospectus, public offer document, listing document or offering circular approved by any securities regulator. No regulator has approved, reviewed, registered, passed upon or endorsed this Memorandum, the Issuer, the Securities, the business plan, the technology platform, the use of proceeds, the valuation or the merits of the investment.

Total loss and illiquidity

The Securities are speculative, illiquid and subject to significant transfer restrictions. There is no public market for the Securities. Investors may lose their entire investment and may be required to hold the Securities indefinitely.

Series A, SPAC and refinery risk

No assurance is given that DM-XTech UK Ltd. will complete a Series A, complete any de-SPAC or public-market transaction, finance or build any refinery, secure any cPOA or TMA, or achieve any commercial or financial milestone described in this Memorandum.

Cross-border securities law risk

The Issuer is Philippine, investors may be international and proceeds are intended to support a UK commercialisation vehicle. Philippine, US, UK, EU, South African, UAE, Singapore, Hong Kong, Japanese, Korean and other laws may affect offering, resale, investor eligibility, communications and subscription procedures.

Technology, certification and customer adoption risk

Fuel production, certification, airline acceptance, refinery toll manufacturing, traceability, QA documentation and customer testing may require third-party verification. Timing, cost and outcome cannot be guaranteed.

IP and licensing risk

DM-XTechPhil owns the technology. DM-XTech UK Ltd.'s intended exclusivity requires appropriate licence, intercompany and governance documentation. Delay, dispute, tax issues or legal restrictions may affect the commercial pathway.

No advice and non-reliance

This Memorandum does not constitute investment, legal, tax, accounting, regulatory, technical, engineering, environmental or financial advice. Each investor must consult its own advisers and must rely only on the final subscription documents and authorised written disclosures.

Confidentiality and transfer restrictions

This Memorandum and related materials are confidential. Recipients may not copy, forward, publish, upload, circulate or disclose them except to professional advisers bound by confidentiality. Securities may not be transferred except as permitted by law, the subscription documents, the Issuer's constitutional documents and the Issuer's written approval where required.

Market data, regulatory interpretation and management model risk

Market size, fuel-mix, market share, non-CO2 exposure, ETS sensitivity and adoption figures may be based on management analysis, third-party data, technical assumptions and regulatory interpretation. They may be incomplete, uncertain or later revised. Investors must not treat such figures as guaranteed market demand, revenue, pricing, regulatory credit, compliance treatment or commercial acceptance.

Forward-looking statements

Statements about market size, regulation, airline demand, cPOAs, TMAs, Series A, SPAC transaction, refinery construction, global replication, valuation, pricing, costs and timelines are forward-looking. Actual results may differ materially.

14 / Contact

Issuer and commercialisation platform

Issuer / Parent

DM-XTechnologies Inc.

Republic of the Philippines
219 High Park Tower II, Vertis North, Quezon City, Metro Manila, Philippines 1105
dcrj@dm-x.us

UK/EU platform

DM-XTech UK Ltd.

England and Wales
Manor Farm, Trematon, Saltash, England, PL12 4RS
Intended exclusive UK/EU commercialisation vehicle, subject to licence, governance and Series A conditions.

DM-XTechPhil IPPM - MEM-IPP-2026-002 - Confidential - 2026 - Private Placement Only