CONFIDENTIAL OFFERING MEMORANDUM
Comprehensive terms for strategic investors joining the quantum revolution
Series A Preferred Stock Offering
at $500M Pre-Money Valuation
Minimum Investment: $1,000,000 | Target Close: March 31, 2025
$50M
Series A target
$35M committed (70%)
$500M
Pre-money
3.3x revenue multiple
10%
Total equity
Pro-rata rights included
15%
XYL allocation
3-year vesting
COMPREHENSIVE TERMS
| Term | Details | Benefits |
|---|---|---|
| Security Type | Series A Preferred Stock with XYL Token Rights | Dual equity + token upside |
| Liquidation Preference | 2x non-participating preference | 200% downside protection |
| Dividend Rate | Variable rate, payable in cash or XYL | Guaranteed returns + flexibility |
| Revenue Sharing | Competitive revenue share distributed quarterly | Immediate cash flow |
| Token Allocation | Token allocation TBA (Total XYL tokens) | Massive upside potential |
| Board Representation | 2 board seats + 1 observer | Strategic influence |
| Anti-Dilution | Weighted average broad-based | Protection from down rounds |
| Conversion Rights | 1:1 to common, automatic on IPO at 3x | Full upside participation |
| Information Rights | Monthly metrics, quarterly financials, board packs | Full transparency |
| Pro-Rata Rights | Maintain ownership % in future rounds | Prevent dilution |
EXCLUSIVE PRIVILEGES
Comprehensive advantages beyond traditional venture terms
Direct share of all platform revenues, paid quarterly
Est. $60M annual distribution by Year 3
Token allocation with favorable 3-year vesting
Projected value: $750M+ at TGE
First access to quantum trading platform & features
Exclusive arbitrage opportunities
Liquidation preference ensures capital protection
Plus competitive dividends
RETURNS CALCULATOR
Model your potential returns across multiple scenarios
Minimum: $1,000,000
Based on comparable exits
Equity Value at Exit
$50M
From Series A shares
Revenue Share Total
3-year cumulative
Token Value
$15M
At projected TGE
Total Return
$71M
ROI: 1,420% | Multiple: 14.2x
COMPARATIVE ANALYSIS
| Terms | Series A (Current) |
Series B (2026 Est.) |
Series C (2027 Est.) |
IPO (2028 Est.) |
|---|---|---|---|---|
| Valuation | $500M | $2B | $5B | $10B+ |
| Revenue Share | ✓ 20% | ✓ 10% | ✗ | ✗ |
| Token Allocation | ✓ 15% | ✓ 5% | ✓ 2% | ✗ |
| Liquidation Pref | 2x | 1.5x | 1x | N/A |
| Board Seats | 2 | 1 | 0-1 | 0 |
| Potential Return | 10-25x | 5-10x | 2-5x | 1-2x |
CAPITAL ALLOCATION
Secure dedicated 1000-qubit processor time
Build proprietary quantum algorithms
Ultra-low latency infrastructure
Top talent from Google, IBM, MIT
DeepMind and OpenAI alumni
Enterprise sales and partnerships
Q2 2025
Beta Launch
10K users
$1B
Daily Volume
By Q3 2025
100K
Active Users
By Q4 2025
$300M
ARR Target
End of 2025
INVESTMENT PROCESS
Streamlined 30-day process from interest to closing
Executive meeting & NDA execution
Timeline: 1-2 days | Next: Schedule by Feb 15
Full data room access & technical deep dive
Timeline: 7-10 days | Support: Dedicated DD team
Negotiate final terms & sign binding agreement
Timeline: 3-5 days | Counsel: Wilson Sonsini
Execute SPA, SHA, and investor rights
Timeline: 5-7 days | Format: NVCA standard
Wire funds & receive shares + token allocation
Timeline: 1-2 days | Target: March 31, 2025
FREQUENTLY ASKED QUESTIONS
The minimum investment for Series A is $1,000,000. However, for strategic investors who bring significant value beyond capital (technical expertise, distribution, partnerships), we may consider lower amounts on a case-by-case basis.
Series A investors receive competitive revenue share, distributed quarterly. This includes transaction fees, trading fees, subscription revenue, and enterprise contracts. Distributions begin immediately upon platform launch in Q2 2025.
XYL tokens will be distributed at Token Generation Event (TGE) planned for Q4 2025. Series A investors receive competitive token allocation with a 3-year vesting schedule: 25% at TGE, then linear monthly vesting over 36 months.
Series A investors have a 2x liquidation preference. In an acquisition, you receive the greater of: (1) 2x your investment amount, or (2) your pro-rata share of the acquisition price. Additionally, accelerated vesting of all tokens occurs upon change of control.
Yes, we welcome international investors. The round is structured to accommodate investors from major jurisdictions including US, EU, UK, Singapore, and others. We'll work with local counsel to ensure compliance with your jurisdiction's requirements.
NEXT STEPS
Join us in building the quantum future of finance
Chief Financial Officer
marcus@xylos.io
+1 (415) 555-0100
VP Corporate Development
jennifer@xylos.io
+1 (415) 555-0101
Direct Calendar Access
calendly.com/xylos-invest
Available 24/7
Important Legal Disclaimer:
This document is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction. Any offer or solicitation will be made only to qualified investors pursuant to a confidential private placement memorandum and definitive subscription documents. Securities offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption.
Investing in XYLOS involves substantial risk, including the potential loss of all invested capital. Past performance is not indicative of future results. Prospective investors should carefully review all risk factors and consult with their financial, legal, and tax advisors before making any investment decision.