Phase 1 · Months 1–2 · Foundation
Raise architecture, investor-material rebuild, data-room structure, patent integration, message architecture, and reporting framework.
1. Summary Position
This document is the short-form companion to the APX full offer to Armilla Tech Ltd. (the “Company” or “Armilla”) and reflects the same two-pillar structure. Fundraising is the primary workstream. Strategy and marketing builder services are attached directly to that financing effort because they improve investor readiness, commercial credibility, and execution quality.
This summary follows the same treatment of the optional token layer. Token creation, tokenized engagement, and any APXCOIN reserve mechanics sit outside the base mandate and appear only in Appendix A.
This short-form companion is built to be read alongside the full offer, not as a stripped table export. The commercial position, scope logic, and Appendix A treatment are identical.
8 Mo
Base Term
USD 20K
Monthly Retainer
USD 4.5M
Raise Target
USD 16M
Pre-Money Valuation
1.1 Scope Overview
| Term | Confirmed Detail |
|---|---|
| Document Position | This document is the short-form companion to the full Armilla offer and follows the same commercial position, scope split, and Appendix A treatment. |
| Core Pillars | (1) Fundraising Activity and (2) Strategy and Marketing Builder Services. |
| Optional Layer | Token-related services, tokenized engagement design, and any APXCoin reserve mechanics sit outside the base mandate and appear only in Appendix A. |
| IP Position | The current reviewed file set now includes patent grant paperwork, which supports a cleaner diligence and defensibility narrative. |
1.2 APX Commitments
| Commitment | Detail |
|---|---|
| Fundraising and Capital Formation | Capital strategy, investor materials, data-room preparation, investor targeting, outreach support, meeting preparation, term support, and closing coordination for the current financing process. |
| Strategy and Marketing Builder Services | Commercial positioning, message discipline, route-to-market support, sales-enablement architecture, executive communications, and KPI-based market-building support attached directly to the fundraising workstream. |
| Advisory Board Appointment | Adi Cohen to support capital-formation strategy, investor and strategic introductions where appropriate, governance perspective, positioning support, and executive decision discipline. |
| Execution Cadence | Integrated 8-month operating rhythm covering weekly and monthly execution, reporting, financing readiness, and management alignment. |
| Appendix A Position | Optional only. No token work, token economics, or APXCoin reserve mechanics activate unless separately elected in writing. |
Indicative Valuation Structure
Equity Cap Table (Indicative)
2. Commercial Terms
The economics below mirror the full offer. The base mandate is cash-retainer plus success-fee driven, with any Appendix A economics remaining separate and dormant unless activated later.
| Term | Confirmed Detail |
|---|---|
| Effective Date | Date of countersignature of the definitive engagement documents. |
| Currency | All amounts are in United States Dollars (USD) unless otherwise stated. |
| Monthly Retainer | USD 20,000 per month. |
| Payment Schedule | Paid monthly in advance, on the first business day of each month. |
| Base Term | Eight (8) months from the Effective Date. |
| Total Retainer | USD 160,000 over the Base Term. |
| Tail Period | Six (6) months following expiry or termination, during which the Base Success Fee remains payable on transactions closing with APX-introduced investors. |
| Expense Approval Threshold | Any single third-party expense above USD 5,000 requires prior written approval from the Company. |
2.1 Success Fees
| Component | Confirmed Detail |
|---|---|
| Base Success Fee | Flat 7.5% of gross cash proceeds raised from investors introduced, sourced, or directly coordinated by APX. |
| Growth Bonus | USD 50,000 on achievement of a mutually defined commercial growth milestone, scheduled in the definitive agreement. |
| KPI Bonus Pool | Up to USD 250,000 tied to defined performance milestones, scheduled in the definitive agreement. |
| Appendix A Economics | Optional token economics apply only if Appendix A is separately activated and do not alter the 7.5% financing success fee. |
2.2 Equity Participation
| Term | Confirmed Detail |
|---|---|
| Indicative Target | 1.0% of fully diluted equity, subject to definitive documentation |
| Range | To be set in definitive documents |
| Instrument | Equity grant, warrant, or similar instrument to be agreed |
| Vesting | Engagement and or milestone-based vesting to be set in definitive documents |
| Protections | To be negotiated in definitive documents |
3. Capital Raising and Execution
The financing workstream is built around the current raise reflected in the Armilla materials and the need to present the Company with cleaner diligence support, a stronger market-facing narrative, and more disciplined process control.
3.1 Financing Framework
| Term | Confirmed Detail |
|---|---|
| Raise Target | USD 4,500,000 financing process |
| Current Valuation Reference | USD 16,000,000 pre-money valuation reflected in the reviewed materials |
| Core Narrative | Institutional fundraising around product validity, market timing, documented IP support, commercial traction, and scale-up readiness. |
| Investor Relations | APX manages investor communications, meeting coordination, diligence packaging, and live process discipline. |
| Execution Cadence | Weekly operating rhythm plus transaction-focused support during live financing periods. |
3.2 Services Included in Retainer
| Service | Detail |
|---|---|
| Fundraising and Capital Formation | Capital strategy, investor positioning, materials development, diligence preparation, investor process management, and transaction coordination. |
| Strategy and Marketing Builder Services | Brand and category positioning, route-to-market support, channel strategy, communications discipline, proof packaging, and KPI design. |
| Operating Cadence | Weekly and monthly operating rhythm, reporting structures, management coordination, and strategic support during the engagement term. |
| Optional Appendix Design Rights | Token-related services remain available only if Appendix A is separately activated in writing and do not form part of the base retainer until that election occurs. |
3.3 Services Excluded from Retainer
| Exclusion | Detail |
|---|---|
| Legal / Tax / Audit | Legal, tax, audit, or regulatory advisory work performed by third-party counsel or advisors. |
| Paid Media / Out-of-Pocket Spend | Paid media budgets, production budgets, event fees, travel, influencer costs, or other out-of-pocket marketing expenditure unless approved separately. |
| Technical Development | Software engineering, hardware engineering, smart-contract work, security audits, platform licensing, or technical implementation work not expressly included in a later signed work order. |
| Extraordinary Third-Party Costs | Any extraordinary third-party cost unless approved in advance in writing. |
3.4 KPI Framework
| KPI Category | Metric | Target |
|---|---|---|
| Fundraising | Investor-ready materials package approved | Phase 1 completion |
| Fundraising | Qualified investor meetings scheduled | 20+ |
| Fundraising | Active diligence counterparties | 3+ |
| Fundraising | Term sheets or equivalent written proposals | 1–2+ |
| Fundraising | Capital progression toward current raise target | Tracked against USD 4.5M objective |
| Strategy | Core positioning architecture approved | By Month 2 |
| Commercial | Sales proof and case-study pack completed | By Month 3 |
| Commercial | Priority association and partner map completed | By Month 2 |
| Operations | KPI dashboard and reporting cadence live | By Month 2 |
3.5 Execution Phases
Phase 2 · Months 3–5 · Execution
Active investor outreach, meeting program, management preparation, diligence support, sales proof packaging, and channel and event strategy deployment.
Phase 3 · Months 6–8 · Closing and Scale
Term-sheet support, close coordination, reporting finalization, market-building optimization, and transition planning for the next phase.
Source-Described Use of Funds
Pitch-Deck Revenue Projection
4. Legal and Operating Terms
The legal position below is the same short-form expression of the terms reflected in the full offer and intended for roll-forward into definitive documentation.
| Term | Confirmed Detail |
|---|---|
| Expenses | Any single third-party expense above USD 5,000 requires prior written approval from the Company. Reasonable documented business expenses are reimbursable under the definitive agreement. |
| Exclusivity | APX holds exclusive engagement rights for capital raising during the Base Term, subject to carve-outs for pre-existing investor relationships disclosed by the Company in writing prior to the Effective Date. |
| Intellectual Property | The Company owns work product and deliverables on full payment of applicable fees. APX retains ownership of its pre-existing frameworks, methodologies, tools, and know-how. |
| Confidentiality | Mutual confidentiality obligations apply to both parties and survive termination under the definitive agreement. |
| Liability Framework | Liability cap set at fees actually paid by the Company to APX in the twelve (12) months preceding the date of claim, with standard exclusions for fraud, wilful misconduct, gross negligence, breaches of confidentiality, and indemnification obligations. |
| Indemnification | The Company indemnifies APX against third-party claims arising from the Company's business operations, products, regulatory matters, or representations to investors, subject to standard notice, defence-control, and cooperation mechanics. |
| Termination | Either party may terminate for material breach subject to a fifteen (15) business-day written cure period. Accrued obligations and success-fee tail provisions survive. |
| Governing Law and Disputes | Governing law: State of Delaware. Disputes resolved by JAMS arbitration in New York, New York, with standard injunctive-relief carve-outs. |
| General Provisions | Standard provisions covering notices, force majeure, assignment, entire agreement, severability, counterparts and electronic execution, third-party rights, and amendments are set out in full at Section 9.5 of the full offer and are incorporated by reference. |
5. Appendix A. Optional Token Services
Appendix A remains optional. It is not part of the base 8-month mandate and does not become active unless separately elected in writing by both parties.
Token Strategy Design
Utility thesis, governance model, rollout sequence, and commercial purpose for any future Armilla-linked token or tokenized-membership layer.
Design phase only · No activation by defaultOptional Token Economics
Activation fee USD 100,000 · Core build fee USD 850,000 equivalent · Primary share 20% · Royalties 10% · Token-linked commerce 7.5%.
Separate from base retainer · Active only if electedAPXCoin Activation Reserve
Up to USD 3,000,000 equivalent in APXCOIN may be structured for campaigns, rewards, partner activation, and ecosystem support if the optional token workstream is separately approved.
Campaign & rewards reserve · Not live unless approvedA.1 Optional Scope
| Term | Confirmed Detail |
|---|---|
| Status | Not included in the base engagement. Available only through separate written activation of Appendix A. |
| Blockchain | To be agreed if and when Appendix A is activated |
| Token or Membership Layer | To be defined during the optional design phase |
| Scope | Token strategy, utility architecture, governance design, rollout sequencing, optional client and community engagement, and optional reserve framework. |
| Integration | Separate optional layer, not a core pillar of the 8-month mandate |
A.2 Optional Economics
| Component | Confirmed Detail |
|---|---|
| Token Activation Fee | USD 100,000, comprising USD 60,000 cash and USD 40,000 equivalent in created tokens. |
| Core Build Fee | USD 850,000 equivalent, payable 10% cash and 90% in created tokens, with indicative milestone billing of 40% at kickoff, 30% at test environment, and 30% at production readiness. |
| APX Treasury Contribution (Build-Phase Reserve) | Up to 5,000,000 APXCOIN as an APX-funded strategic reserve for build-phase activation, rewards, and ecosystem support, allocated in milestone-controlled tranches. |
| APX Token Allocation | 10% of total token-venture supply, subject to a 12-month cliff and 36-month linear vesting under the definitive agreement. |
| Primary Revenue Share | 20% of gross receipts from token-venture primary sales, tokenized memberships, or authorised launch drops. |
| Secondary Royalties Share | 10% of gross royalties or comparable recurring marketplace receipts. |
| Token-Linked Commerce Share | 7.5% of net commerce revenue from token-gated or token-triggered experiences. |
A.3 Optional Reserve Parameters
| Term | Confirmed Detail |
|---|---|
| Activation Reserve Ceiling | Up to USD 3,000,000 equivalent at the indicative APXCOIN reference price agreed in the definitive Appendix A activation; coordinated with the Build-Phase Reserve in A.2 (up to 5,000,000 APXCOIN). The binding USD-equivalent ceiling is set at activation against the then-current reference price. |
| Reserve Purpose | Campaign support, customer-acquisition incentives, community activation, selected partnership programs, and ecosystem utility support if the optional workstream goes live. |
| Deployment Principle | Milestone-controlled, utility-focused, and subject to legal review, governance approval, and reporting discipline. |
| Reserve Activation Condition | No reserve deployment occurs unless Appendix A is separately approved in writing and the associated governance conditions are satisfied. |
Appendix A economics and reserve mechanics apply only to the optional token workstream. They do not apply to Armilla ordinary hardware revenue, software revenue, general corporate financing proceeds, or any standard operating revenue outside that optional workstream.
Legal Disclaimer & Disclosures
1. Legal Disclaimer
The information contained in this document is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation for any security, nor does it constitute an offer to provide investment advisory or other services by APX Group or its affiliates. The token mechanics and ecosystem descriptions are based on technical specifications and do not imply guaranteed outcomes or financial performance.
2. No Offer of Securities
No action has been taken that would permit an offering of securities in any jurisdiction where action for that purpose is required. The tokens and digital assets described herein are intended as utility instruments for engagement and ecosystem participation. They are not intended for investment purposes and should not be marketed or sold as such. The information in this presentation is not intended to be and does not constitute an offer to sell or a solicitation of any offer to buy any securities in any jurisdiction.
3. Forward-Looking Statements
This document contains "forward-looking statements" within the meaning of applicable securities laws. These statements are based on the current expectations and beliefs of APX Group's management and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described. APX Group undertakes no obligation to update these statements after the date of this document.
4. No Financial Advice
The information provided herein is not intended to be a complete description of the terms and risks of any potential transaction. This document is not, and should not be construed as, investment, legal, tax, or other advice. You should consult your own professional advisors for any such advice. Past performance is not indicative of future results, and digital asset volatility should be considered by all stakeholders.