DM-X corporate backdrop
Investment-Grade Corporate Blueprint

Global Corporate Structure
Architected for Scale

DM-X Technologies Inc. — a Philippines-domiciled IP holding company — operates through independent, regionally licensed entities in the UK/EU and the Americas, each on a dedicated SPAC capital path with zero cross-dilution.

2
Independent SPAC Paths
2
Separate Valuations
7+
Project SPVs Globally
100%
IP Protected (Philippines)

Exact Corporate Structure

The "mothership" — DM-X Technologies Inc. (DM-XTechPhil) — is the global IP owner domiciled in the Philippines. It grants exclusive regional licences to two independently capitalised operating companies, each with its own SPAC trajectory.

Two Independent Operating Companies

Each regional licensee operates with full managerial and financial autonomy, maintaining separate books, regulatory compliance, and capital structures — purpose-built for independent SPAC mergers.

🇬🇧

Regional Licensee #1

DM-XTech UK Ltd.

Ownership: Majority owned by DM-XTechPhil
Rights: Exclusive licence for UK + EU
Capital Path: Series A → large-cap SPAC

  • Build/own/operate UK/EU dedicated refineries
  • LCAF Aviation Fuels Series, Universal Marine Fuel, Locomotive 2T Diesel
  • Manage UK/EU regulatory compliance (EU ETS, RED II/III, UK SAF mandate)
  • Raise capital for UK/EU projects
  • Maintain separate financials for SPAC
🇺🇸

Regional Licensee #2

DM-XTech Americas Holdings, Inc.

Ownership: 100% owned by DM-XTechPhil
Rights: Exclusive licence for North, Central & South America
Capital Path: Separate Series A → separate US-listed SPAC

  • Build/own/operate US/LatAm dedicated refineries
  • Capture US incentives: 45Z, 45Q, LCFS, IRA provisions
  • Employ US-based CFO, Controller, IR, legal counsel
  • Maintain SEC/PCAOB-compliant reporting
  • Raise multi-billion-dollar CAPEX for US refineries

Project SPV Map

Each region houses its own Special Purpose Vehicles (SPVs) under the regional holding company. Every SPV can admit local JV partners, infrastructure funds, utilities, and airline offtakers.

SPV NameParent HoldCoRegionPrimary FocusJV Eligible
DM-XTech UK SAF Plant 1 SPVDM-XTech UKUnited KingdomLCAF Aviation Fuels — Dedicated Refinery✅ Airlines, Infra Funds, Utilities
DM-XTech UK Biogas SPVDM-XTech UKUnited KingdomBiogas Production & Upgrading✅ Utilities, Waste Partners
DM-XTech EU SAF JV SPVDM-XTech UKEuropean UnionLCAF Aviation Fuels — Joint Venture✅ EU Airlines, Sovereign Funds
DM-XTech Texas SAF LLCDM-XTech USATexas, USALCAF Aviation Fuels — 45Z/45Q Incentives✅ Airlines, PE Infra, Utilities
DM-XTech Gulf Biogas LLCDM-XTech USAGulf Coast, USABiogas Operations — IRA Eligible✅ Energy Majors, Waste Partners
DM-XTech California LCFS SAF LLCDM-XTech USACalifornia, USALCAF Aviation Fuels — LCFS Credits✅ Airlines, CA Utilities
DM-XTech Brazil Biogas SPVDM-XTech USABrazil, LatAmBiogas & Biofuels — LatAm Market✅ Local Partners, Agribusiness

💡 DM-XTechPhil Services Corp.

A Philippines-domiciled service subsidiary providing engineering R&D, back-office, and shared services to both regional licensees on a cost-plus transfer pricing basis. This keeps the core IP entity clean and protected.

Step-by-Step Incorporation & Sequencing Plan

A disciplined six-phase execution framework designed to protect IP, ring-fence liabilities, and prepare both regional entities for independent public-market readiness within 18 months.

Phase 1
Consolidate IP & Licensing Logic
⏱ Weeks 1–2
  1. Confirm DM-XTechPhil owns all IP.
  2. Draft Master Global Licence Template.
  3. Execute UK/EU Licence Agreement.
  4. Prepare Americas Licence Agreement.
Phase 2
Incorporate DM-XTech USA
⏱ Weeks 2–4
  1. Form DM-XTech Americas Holdings, Inc. (Delaware C-Corp).
  2. Adopt SPAC-ready bylaws and charter.
  3. Create initial cap table (DM-XTechPhil 100%).
  4. Open US bank accounts.
Phase 3
Execute Licensing & Intercompany Agreements
⏱ Weeks 4–6
  1. DM-XTechPhil → DM-XTech USA: Exclusive Americas Licence, Royalty, Tech Support.
  2. DM-XTechPhil → Services Corp: R&D and engineering services.
  3. DM-XTech USA → Services Corp: Engineering, modelling, back-office.
Phase 4
Build US Operating Stack
⏱ Weeks 6–12
  1. Incorporate first US SPVs (Texas, Gulf, California).
  2. Begin site control, permitting, feedstock.
  3. Airline offtake discussions (United, Delta, Southwest).
Phase 5
Recruit US Leadership & Governance
⏱ Weeks 8–16
  1. Recruit US-based CFO, Controller, IR, legal.
  2. Appoint independent directors (Audit, Comp, Nom/Gov).
  3. Engage PCAOB auditor.
  4. Build SPAC-ready financials and SOX-aligned controls.
Phase 6
Capital Strategy Execution
⏱ Months 6–18
  1. DM-XTech USA raises separate Series A.
  2. DM-XTech USA prepares for US SPAC merger.
  3. DM-XTech UK proceeds with its own SPAC path independently.

Dual SPAC Strategy

The structure enables two fully independent public-market pathways — one for the UK/EU market and one for the US market — each with its own valuation, investor base, and regulatory framework. There is zero cross-dilution between regions.

🏛️

UK/EU SPAC

DM-XTech UK → Public Listing

  • Target: Large-cap SPAC on London or Euronext
  • Independent Series A raise
  • UK SAF mandate & EU ETS compliance drivers
  • Separate financials, auditor, and board
  • No SEC/PCAOB entanglement
🗽

US SPAC

DM-XTech USA → US Listing

  • Target: US-listed SPAC (NYSE/NASDAQ)
  • Separate Series A raise
  • 45Z, 45Q, LCFS, IRA incentive stack
  • SEC/PCAOB-compliant reporting
  • US-based CFO, Controller, IR, and legal team

🔒 Ring-Fenced Capital

Investors in one region do not dilute the other. Each SPAC path is self-contained with its own cap table, governance, and regulatory perimeter.

SPAC Landscape: US, UK/EU & Emerging Markets

A disciplined revival of SPAC activity is unfolding across key jurisdictions, with the US leading the resurgence and the UK, Europe, and Asian hubs carving out distinct niches.

🇺🇸

Dominant Force

United States

In 2025, 138 SPAC IPOs raised ~$25.8 billion, marking a disciplined revival. Deep institutional liquidity and mature SEC frameworks make it the benchmark for de-SPAC transactions.

🇬🇧

Reformed & Growing

United Kingdom

FCA reforms in 2021 removed suspension presumptions and introduced redemption rights. Landmark listing: Admiral Acquisition Corp ($550M in 2023). Pipeline accelerating.

🌍

European Hub

Euronext Amsterdam

Leading European SPAC venue with pragmatic rules and a pan-European investor base. Strong competition to London for SPAC issuance within the EU.

🌏 Asia‑Pacific: Singapore, Hong Kong & India

Singapore (SGX) launched SPAC rules in 2021 focusing on quality. Hong Kong (HKEX) followed in 2022 with restrictive safeguards. India primarily uses offshore listings via GIFT City while domestic rules evolve. Each market offers niche opportunities for cross-border capital formation.

What This Structure Enables

Five critical outcomes that protect value, maximise flexibility, and position each regional entity for optimal public-market execution.

01

Two Independent SPACs

DM-XTech UK → UK/EU SPAC
DM-XTech USA → US SPAC
Each follows its own timeline and venue.

02

Two Independent Valuations

UK/EU SAF market separately valued from the US 45Z/45Q/LCFS market.

03

No Cross-Dilution

Investors in one region do not dilute the other. Clean cap tables.

04

No Regulatory Contamination

US SEC/PCAOB rules do not spill into UK/EU operations.

05

IP Remains Protected in the Philippines

The ultimate control mechanism. All patents, trade secrets, and catalysts stay domiciled in a robust IP jurisdiction, insulated from regional risks.