Straight answers, defined terms.

An unlisted Australian public company limited by shares (ACN 701 609 387), established as a special purpose vehicle to take up the investment mandate the Manager secured from Deployable Energy, the US developer of the Unity Battery microreactor, and to hold that Series A position for eligible wholesale investors in Australia. The Fund is managed by Deployable Energy Funds Management Pty Ltd.

Australian residents who meet three tests: the wholesale-client requirements in Chapter 7 (sections 761G and 761GA) of the Corporations Act 2001 (Cth), a section 708 disclosure exemption, and accredited-investor status under Rule 501(a) of the US Securities Act of 1933. Retail investors and non-residents cannot participate.

For an individual, accredited-investor status means net assets above US$1,000,000 (with any spouse, excluding the primary residence) or gross annual income of US$200,000 (US$300,000 with a spouse). This reflects the representation DEFL must itself give under the SAFE.

The amount-based route uses an A$500,000 statutory threshold, assessed against the US-dollar Subscription Amount with exchange-rate evidence and any applicable aggregation or borrowed-funds rules. Below that threshold, evidence must establish another available route under each test, such as an eligible accountant's certificate or professional-investor status. Experience-based routes require the relevant licensee's assessment, written reasons and investor acknowledgment.

DEFL, through DEFM, verifies the evidence and provides it to MSC before a Subscription Offer is made. See sections 4.6 and 8.1 of the IM.

The IM states a minimum Subscription Amount of US$500,000, plus a separate Entry Fee and GST. MSC may consider making a Subscription Offer for a lesser amount where the investor is a Wholesale Client and an accredited investor.

The US$500,000 commercial minimum is different from the A$500,000 statutory amount threshold. All subscription and Entry Fee payments are in US dollars, from an Australian bank account in the investor's own name. Any required currency conversion must be arranged before remittance.

Of each Subscription Amount, 93.7% is intended for DEFL's SAFE purchase and 6.3% for its reserves. The Entry Fee is payable separately to DEFM under the Subscription Agreement. If that agreement is terminated because a condition of issue is not met, the Entry Fee and GST are refunded in full, without interest.

The Subscription Amount is paid in US dollars to Certane CT Pty Ltd (ACN 106 424 088), the external Sub-Custodian, into DEFL's custody account with National Australia Bank identified in the Schedule to the Subscription Agreement as payable to MSC as custodian of DEFL's assets. It is held in custody until Distribution Shares are issued. It is not paid to a DEFL-controlled account outside custody or to the Manager.

Melbourne Securities Corporation Ltd (MSC, AFSL No. 428289) holds DEFL's assets under the executed Custodian Agreement and releases money only on Proper Instructions. The Entry Fee and GST are paid separately to DEFM. Account numbers are not published on this website; payment instructions must be verified by telephone before any payment.

In summary, section 8.1 of the IM sets out these steps.

1. Eligibility and identity. The investor, or a person acting for it, applies through MSC's online application form. MSC assesses whether the investor is a wholesale client (sections 761G and 761GA), a sophisticated or professional investor (sections 708(8) to 708(11)) and an Accredited Investor under Rule 501(a), and verifies the investor's identity and, for a company or trust, its beneficial owners and controllers. DEFL then decides whether to accept the application.
2. Offer Letter. MSC, as the licensed intermediary, sends an Offer Letter containing a Subscription Offer and enclosing the Subscription Agreement, which sets out the number of Distribution Shares offered, the Closing Date, and the Subscription Amount and Entry Fee payable.
3. Acceptance. The investor accepts by signing the Subscription Agreement and returning it to trustee@msc.group, with a copy to info@defl.com.au. Acceptance cannot be revoked, including before the Distribution Shares are issued.
4. Payment. By the Closing Date the investor pays the Subscription Amount and the Entry Fee, each in US dollars from an Australian bank account in the investor's own name, to the accounts stated in the Subscription Agreement.
5. Allocation, SAFE execution and issue. DEFL determines the final allocation, generally in the order signed Subscription Agreements and cleared funds for both payments are received, and will not accept subscriptions that would take aggregate SAFE investment amounts above US$75m. It then executes the SAFE and Pro Rata Agreement with DE USA, issues the Distribution Shares and pays the SAFE Purchase Amount to DE USA. The Administrator records the holdings.

If the SAFE is not executed, the Subscription Agreements are terminated and the Subscription Amounts and Entry Fees are refunded. A Subscription Amount for which the conditions of issue are not met is returned from the custody account in US dollars, without interest and without deduction, and the Manager refunds the Entry Fee in full, with GST and without interest, if the Subscription Agreement is terminated. A US-dollar refund may not return the same Australian-dollar value. Do not send any money until you receive your Offer Letter.

Investors subscribe for Distribution Shares in DEFL. DEFL intends to purchase a SAFE (Simple Agreement for Future Equity) issued by Deployable Energy, a Delaware corporation, as part of the company's Series A capital raise. DEFL purchases the SAFE, not DE USA shares at that stage. The Fund's SAFE allocation is capped at US$75m under the Manager's executed mandate with the company, and the SAFE is bought at a single closing; there are no staged or later closings. A SAFE converts into shares on defined trigger events, such as a priced equity round or an IPO. No timetable for conversion has been set and none should be assumed. A plain-English explainer — video and guide — is on The Fund page.

The outcome is determined by the SAFE's terms. A priced equity financing and a liquidity event have different provisions, which may result in shares or a payment to DEFL. On a Liquidity Event DEFL's entitlement is never less than the Purchase Amount, subject to Deployable Energy's ability to pay prior and equal-ranking claims. Any proceeds are distributed after tax, fees and expenses: return of each investor's Subscription Amount, then a simple 8%/9% hurdle, then 80% of the remainder to Distribution Shareholders and 20% to the Management Shares as Carried Interest. Proceeds may be distributed in cash or in specie; unlisted stock is distributed in specie only where permitted and the investor has elected to receive it. Timing, outcome and value of any such event are uncertain and outside the Fund's control. See The Fund.

No. The Fund is unlisted and an investment should be treated as illiquid, with no established secondary market. Realisation depends on events at the underlying company (such as a listing or trade sale) and subsequent decisions of the Fund. Invest only capital you can commit for the long term.

Three items, all in US dollars and exclusive of GST unless stated. First, a sliding-scale Entry Fee paid by the investor directly to DEFM under the Subscription Agreement (1.50% of the first US$1m of the Subscription Amount, 1.25% of the next US$2m, 1.00% of the next US$2m and 0.50% above US$5m, plus GST). Second, DEFM's Management Fee of 0.50% a year of DEFL's Net Asset Value, subject to a minimum of US$100,000 a year, plus operating expenses at actual cost capped at 0.40% a year on the same basis — both met from the 6.3% reserves DEFL holds, not by further payments from investors. Third, a 20% Carried Interest above an 8%/9% simple hurdle, calculated on each investor's Subscription Amount and allocated to the Management Shares; no performance fee is paid to DEFM. The Manager intends to pay for any operating expenses incurred by DEFL above the 0.40% cap. Any unused portion of the operating expenses cap in any given year may be brought forward to future years. Where the Manager pays expenses that DEFL is to bear, DEFL will reimburse the Manager. The full fee disclosure is in the Information Memorandum; see also How to Invest.

Investors receive fully paid Distribution Shares in DEFL. Under DEFL's constitution — the only control document; there is no shareholders' agreement — Distribution Shares carry the right to dividends and, on a winding up, to the surplus attributable to their class, each by reference to the separate account DEFL keeps for that class. They do not vote at general meetings, but holders vote as a class on any change that adversely affects their rights, which needs the written consent of 75% of the class or a class special resolution. DEFL's ordinary Management Shares carry the general-meeting vote and nominate the Board (three to ten Directors, up to two per Management Shareholder; quorum of three; majority decisions when all attend, unanimity among those present when any Director is absent; no casting vote). Once investors have been paid out, their Distribution Shares are cancelled and DEFL continues under its Management Shareholders, which retain the carry.

DEFL is intended to be an Australian tax-resident company that pays company tax and distributes to investors, with franking where available; it is not a trust and does not offer flow-through treatment. All fees are quoted exclusive of GST. The investor pays GST on the entry fee; DEFL's current view is that no GST applies to the carry, and if that view changes or proves incorrect the GST is borne by investors from the proceeds. Australian tax statements reflect DEFL's understanding only. No US tax analysis has been undertaken, and investors are responsible for their own advice on any US tax consequences. Each investor must obtain independent Australian and, where relevant, US tax advice.

Investors receive register confirmation on allotment and ongoing reporting from the Fund, including updates on the underlying company's milestones. As an unlisted public company, the Fund also has statutory reporting obligations.

Yes. Download the Information Memorandum (IM) from How to Invest. No form is required to download it.

To invest, use How to apply: you, or a person acting for you, complete MSC's secure online application form. MSC checks eligibility and identity, DEFL decides whether to accept the application, and MSC then issues an Offer Letter with the Subscription Agreement and payment details. If you are not ready to apply, use Expression of Interest and the Manager will contact you.

Licensed advisers and stockbrokers referring clients should start with Referring brokers.

The Information Memorandum doesn't exclude investors by citizenship. Every investor must be a resident of Australia, with a registered address in Australia, and meet all three eligibility tests. No US tax analysis has been done for the Fund or its investors, so anyone with US tax obligations should take their own US tax advice before investing.

No. Subscriptions are open to Australian residents only. No action has been taken to register or qualify Distribution Shares, or to permit a public offering of them, in any jurisdiction.

Investors cannot compel a realisation; the Board decides, within the constitution, and proposes to adopt the realisation policy in section 7.1 of the IM. In outline: on a listing, a sale or change of control, or a dissolution of Deployable Energy, DEFL distributes any proceeds to investors as soon as practicable, subject to any lock-up or other restrictions; while it holds unlisted preferred stock it reports the carrying value at least annually and puts any proposed sale below the most recent priced-round price to a meeting of Distribution Shareholders; and if no listing, sale or conversion has occurred seven years after the SAFE purchase date, a meeting of Distribution Shareholders considers the options. No distribution is made until the SAFE converts to cash, preferred stock or other assets. The Board may depart from the policy only where it reasonably considers that doing so is in the best interests of Distribution Shareholders as a whole, and will explain any departure in its next report. A buy-back of an individual holding before a realisation event is not a right and should not be expected.

DEFL's Directors are David Gillespie, John Gillespie, Charlotte Gillespie and Benjamin Gillespie, all appointed on 20 August 2026, each an authorised representative under AFSL No. 478547; the same four people are the directors of the Manager. David Gillespie advises Deployable Energy's chief executive and is referred to by the company as its Managing Director, Australia and Asia Pacific; he has received no remuneration from the company to date. David, John and Charlotte Gillespie each hold a beneficial interest in SAFEs from earlier rounds, Benjamin Gillespie holds a potential beneficial interest from the US$30m round, and each may invest separately in the Series A. Each Director has an indirect beneficial interest in the Manager and in DEFL's Management Shares, to which the Carried Interest is allocated. These interests are disclosed in Part E of the IM; Directors abstain where the Corporations Act requires. See About.

Key risk categories are summarised on The Fund page and the Disclaimers page; the full risk disclosure is contained in the Information Memorandum. This is a high-risk, illiquid, single-asset exposure to a pre-revenue technology company.