Silent Mesh · Confidential
Confidential. This page summarises the final terms of the Silent Mesh pre-seed round for prospective investors reviewing the live deal on Odin. It is not an offer to sell or a solicitation to buy securities, and is not itself a binding agreement. The binding instrument is the Advance Subscription Agreement (ASA) executed on completion by the Odin nominee on behalf of subscribing investors. The round is offered only to sophisticated and high-net-worth investors (FCA COBS 4.12) through the Odin platform.
| Company | SILENT MESH UNIPESSOAL LDA (“Silent Mesh” or the “Company”), a private limited company (sociedade por quotas) incorporated in Portugal (NIPC PT519406915). |
|---|---|
| Round | Pre-seed. |
| Target raise | €1,750,000 – €2,400,000 (base – with stretch), targeted to close by the end of 2026. The base €1.75M funds the core workstreams; the upper end adds two stretch workstreams (see Use of Funds). |
| Angel allocation | This Odin SPV is capped at €400,000 of the round, reserved so that defense-aligned angels can come in early, ahead of the institutional close. The balance of the round is raised from funds. |
| Instrument | Advance Subscription Agreement (ASA), converting into equity (quotas or shares) of the Company at the next priced financing round. No repayment and no interest; the ASA converts into equity, it is not a loan. |
| Conversion | Converts at the price of the next qualified priced round, on a most-favoured-nation (MFN) basis, with no valuation cap and no discount at that round (all investors convert on the same terms as the priced round). Longstop: if no qualified priced round occurs by 15 August 2027, the ASA converts at a €6,000,000 post-money longstop valuation. The longstop is a fixed calendar date rather than a period running from first close, so it does not move if a close is rescheduled. Conversion into Portuguese quotas or shares is effected by a capital increase. |
| What counts as a qualified priced round | A priced equity round of at least €1,000,000 of new money, in which the Company issues new quotas or shares at a determined price per quota/share. Counting only new cash subscribed in that round, and excluding: conversion of this ASA or any other convertible instrument; grants, subsidies, prizes and other non-dilutive funding; accelerator or bootcamp money not subscribed as priced equity. Further convertible funding, grant funding and accelerator programmes do not trigger conversion, only a genuine priced round does. |
| Minimum ticket | €5,000. |
| Closes | The €400,000 angel allocation is open until 31 December 2026. Commitments are accepted on a rolling basis and drawn down at each close. |
| Structure | Angels invest through the Odin “Founder Rollup” SPV. A nominee, Odin Investments Limited (Custodian: Thompson Taraz Depositary Limited), subscribes for and holds legal title to a single ASA in the Company as bare trustee on behalf of the investors, who remain the beneficial owners. The Company’s cap table shows one nominee line; individual investors are not listed. Commitments are accepted on a rolling basis and drawn down at each close. The bare trust is tax-transparent: investors are taxed in their own jurisdiction of residence. |
| Fees | Odin platform fee of €5,000, covered pro-rata by the syndicate (investors). No syndicate-lead fee. 0% carried interest. |
| Information rights | Quarterly update and annual accounts, provided to the nominee for the investors. |
| Use of proceeds | As set out below: primarily team, V3 prototype hardening, combat-audio data, the deployment system, and frontline production pilots. |
| Governing law | The ASA and the Company’s definitive (conversion) documents: Portugal. The Odin platform terms and the SPV / nominee arrangements: England & Wales. |
| Confidentiality | This page and the discussions around it are confidential. This clause is binding. |
| Workstream | Amount |
|---|---|
| Team & operations (12 months) — salaries (8 FTE) €480K + operations (software, admin, legal) €520K | €1,000,000 |
| V3 prototype + testing | €60,000 |
| V3 production (3 frontline pilots) | €180,000 |
| Combat-audio data gathering | €210,000 |
| Deployment system (R&D + testing + production) | €300,000 |
| Base raise | €1,750,000 |
| + Countermeasures R&D (stretch) | €250,000 |
| + Civilian-infrastructure prototype and pilot (stretch) | €400,000 |
| With stretch goals | €2,400,000 |
Read alongside the pitch deck and the investment memo, then commit on the live Odin deal. On completion, the Odin nominee executes the ASA with the Company on behalf of subscribers. Full detection data, the official crash test report and product details are available upon due diligence request.