The blogger ibikunle Abraham laniyan below did an outline and later an incomplete draft offering memorandum of 80 pages for his company Midland Cosmos ltd going global trying to raise fund from 180 billion ordinary share to be wisely invested in real estate projects and food and agro allied projects in Nigeria and later spread round the world Into the first 78 countries with 100 spin off subsidiaries
An 80-page offering memorandum (OM) requires specialized legal and financial expertise and must be created by professionals. A draft cannot be provided here because of the document's length and complexity. However, the following is a comprehensive outline of the key sections, along with critical information that must be gathered and addressed with legal counsel to begin the process, especially given the significant fundraising goal of 180 billion ordinary shares.
Critical First Steps
Given the plan, it's necessary to work with legal, financial, and regulatory experts. The Securities and Exchange Commission (SEC) in Nigeria has specific rules, especially concerning crowdfunding and public offers.
Engage professionals: Legal professionals specializing in corporate law and capital markets in Nigeria should be hired to guide the process. Investment bankers and financial advisors are needed to assist with valuation, financial modeling, and marketing the offer.
Determine offering type: A raise of this size may require a public offer, but it is necessary to clarify if it's a private placement or a full Initial Public Offering (IPO). This drastically changes the requirements and structure.
Address SEC regulations: The fundraising target far exceeds the N100 million limit for medium enterprises under crowdfunding regulations. The legal team will need to advise on the appropriate channel and compliance for such a large capital raise.
Outline for the Offering Memorandum
The following is a structured outline, not a draft, that can be used as a guide to start preparing the information. This content is a legal document, and each section must be prepared with accuracy and diligence.
Page 1: Confidentiality and Disclaimer
Confidentiality notice: The document is private and not to be reproduced.
Disclaimer: Informs the reader that the OM does not constitute an offer to sell securities and contains forward-looking statements subject to risk.
Regulatory notice: Mentions that the SEC has not approved or disapproved the offering.
Pages 2–5: Executive Summary
Company overview: Brief introduction of Midland Cosmos Ltd.
The offering: Details the 180 billion ordinary share offering and its purpose.
Use of proceeds: High-level summary of how the funds will be used for real estate and agro-allied projects.
Investment highlights: Key reasons to invest, such as market opportunity, projected growth, and experienced management.
Investment thesis: A concise statement summarizing why the offering is attractive.
Pages 6–10: The Offering
Terms of the offering: Specifies the number of shares, the price per share, and other terms.
The securities offered: Details the rights, privileges, and restrictions of the ordinary shares.
Method of distribution: Explains how the shares will be sold to investors.
Subscription process: Explains the procedure for investors to subscribe to the offering.
Pages 11–25: Risk Factors
Investment risks: Details risks specific to Midland Cosmos and the Nigerian market, including:
Market volatility
Regulatory hurdles
Political instability
Competition
Currency risk (exchange rate fluctuations)
Inflation risk
Operational risks: Details risks related to business operations, such as execution risk, supply chain issues, and management team dependence.
Project-specific risks: Risks tied to the real estate and agro-allied projects.
Global expansion risks: Risks associated with expanding to 78 countries.
Pages 26–35: Use of Proceeds
Detailed allocation: Specific breakdown of how the 180 billion share proceeds will be used.
Real estate projects: Description of planned residential, commercial, or land development projects.
Agro-allied projects: Details on food processing, farming, or related ventures.
Global expansion: Funds for research, market entry, and subsidiary establishment.
Working capital and contingencies: Funds allocated for general corporate purposes and unexpected costs.
Pages 36–45: Business Plan and Strategy
Real estate segment: Detailed plan for entering and scaling real estate projects in Nigeria.
Agro-allied segment: Detailed plan for agribusiness operations, leveraging local partnerships and modern techniques.
Global expansion strategy: Phased plan for entering the first 78 countries, including market entry and risk management.
Formation of subsidiaries: Plan for establishing 100 spin-off subsidiaries globally.
Pages 46–55: Management and Corporate Governance
Board of Directors: Biographies and expertise of board members.
Executive Management: Biographies of key executives and their roles.
Corporate structure: Explains the relationship between Midland Cosmos Ltd. and the new subsidiaries.
Compensation and incentives: Details management compensation.
Pages 56–65: Financial Information
Historical financial performance: Audited financial statements for the past 3–5 years, including balance sheets, income statements, and cash flow statements.
Pro forma financial statements: Financial projections incorporating the effects of the new capital raise and planned projects.
Capitalization table: Details the company's capital structure after the offering.
Pages 66–75: Market and Industry Analysis
Nigerian market overview: Analysis of the real estate and agro-allied industries in Nigeria, including size, growth drivers, and trends.
Global market overview: Analysis of target international markets for expansion.
Competitive landscape: Assessment of key competitors and Midland Cosmos's competitive advantages.
Pages 76–80: Legal and Regulatory
Taxation: Discussion of tax implications for investors in Nigeria.
Regulatory framework: Summary of the Nigerian regulations governing the offering.
Legal proceedings: Disclosure of any ongoing or threatened legal proceedings.
Exhibits and Appendices: Includes relevant documents such as articles of incorporation, legal issues
The Proposed Offering memorandum
Disclaimer: This is not a legal or financial document. It is a high-level, illustrative outline designed to show the typical structure and content of an Offering Memorandum. The actual drafting must be done by qualified legal and financial professionals, as it requires specific legal disclosures, financial data, and regulatory compliance. Midland Cosmos Ltd.'s proposed capital raise of 180 billion ordinary shares far exceeds the limits for crowdfunding in Nigeria and would require a fully regulated public offer, with scrutiny and approval from the Nigerian Securities and Exchange Commission (SEC) under the Investment and Securities Act (ISA) 2025.
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
MIDLAND COSMOS LTD.
Offering 180,000,000,000 Ordinary Shares
Issuance Date: November 21, 2025
Disclaimer: This document is being furnished to you on a strictly confidential basis for the sole purpose of evaluating the purchase of ordinary shares of Midland Cosmos Ltd. by qualified and sophisticated investors. This Memorandum is not an offer to sell or a solicitation of an offer to buy the securities described herein in any jurisdiction where such offer or sale is not permitted by law..
Page 1
Confidentiality and Use Restrictions
This Private Placement Memorandum (the "Memorandum") contains information that is confidential, proprietary, and highly sensitive to Midland Cosmos Ltd. ("the Company"). By accepting this document, you acknowledge and agree that:
This Memorandum is provided to you solely for your confidential use and in connection with your consideration of an investment in the Company.
You will not copy, reproduce, or distribute this Memorandum, or any of its contents, in whole or in part, to any other person without the prior written consent of the Company.
You will not use the information contained herein for any purpose other than to evaluate a potential investment.
Upon the Company's request, you will promptly return this document and all copies, or certify its destruction.
Unauthorized use, dissemination, or reproduction of this document is strictly prohibited and may be a violation of applicable law.
Forward-Looking Statements
This Memorandum contains forward-looking statements regarding the Company's future plans, objectives, and expectations for the real estate and agro-allied projects. These statements are not historical facts and are based on the current expectations and beliefs of management. Words such as "may," "believes," "expects," "plans," "intends," "future," and similar expressions are intended to identify forward-looking statements. The absence of such words does not mean that a statement is not forward-looking. Forward-looking statements are subject to significant risks and uncertainties, and actual results could differ materially.
No Advice
This Memorandum does not constitute investment, legal, tax, or accounting advice. Prospective investors should consult with their own legal, financial, and tax advisors before making any investment decision.
Page 2
Executive Summary
The Company: Midland Cosmos Ltd. is a Nigerian-based enterprise established to capitalize on the burgeoning opportunities within the country's real estate and food and agro-allied sectors. The Company’s mission is to leverage strategic, sustainable investments to drive significant growth, generate substantial returns for investors, and eventually expand its operational footprint across the globe.
The Opportunity: Nigeria's population growth, urbanization, and agricultural demand present significant opportunities. Midland Cosmos Ltd. is uniquely positioned to exploit these market dynamics by undertaking large-scale, impactful projects in both real estate development and the food value chain.
The Offering: Midland Cosmos Ltd. is offering up to 180 billion ordinary shares to raise substantial capital to fund its ambitious project pipeline. The funds raised will be strategically allocated to advance the Company's core business segments.
Use of Proceeds (High-Level):
Real Estate Projects (70%): Development of high-value residential and commercial properties in key Nigerian cities to meet growing demand.
Food and Agro-Allied Projects (20%): Investment in modern agricultural practices, food processing facilities, and supply chain infrastructure to meet local and potential export demand.
Expansion and Working Capital (10%): Allocation for international market entry into the first 78 countries, subsidiary formation, and general corporate purposes.
Growth Strategy: The Company's strategy is to establish a strong presence in Nigeria, build a track record of successful project execution, and utilize this foundation to begin a phased, global expansion. The plan includes setting up 100 spin-off subsidiaries to manage international operations efficiently.
Financial Overview (Based on Assumptions):
[Historical financial summary based on actual data will be inserted here].
[Pro forma financial summary based on projections will be inserted here, noting that these are forward-looking and subject to risk].
Page 3
The Offering
Introduction: Midland Cosmos Ltd. (the "Company") hereby invites qualified investors to subscribe for ordinary shares of the Company (the "Shares"). The purpose of this Offering is to raise significant capital to fund the expansion of the Company's real estate and agro-allied operations and to facilitate its global expansion strategy.
Terms of the Offering:
Shares Offered: Up to 180,000,000,000 ordinary shares.
Price Per Share: [The definitive share price will be determined by valuation and financial modeling and will be inserted here].
Minimum Investment: [The minimum investment amount per investor will be determined here, taking into account SEC regulations].
Consideration: The shares will be offered for cash consideration only.
Nature of the Shares:
Ordinary Shares: The Shares offered are ordinary shares, which confer standard rights, including voting rights, the right to receive dividends if and when declared, and the right to a proportionate share of the Company's assets upon liquidation.
Liquidity: There is no established trading market for the Shares, and none is expected to develop in the foreseeable future. Investors should be prepared to hold their investment for an extended period, and the ability to sell the Shares may be limited.
Proceeds from the Offering: The net proceeds of the Offering, after deducting all expenses, will be used exclusively for the purposes outlined in the "Use of Proceeds" section of this Memorandum.
Page 4
The Subscription Process
Subscription Agreement: An investor wishing to subscribe for Shares must complete and execute a Subscription Agreement. This agreement will contain representations and warranties from the investor, including that they meet the necessary qualifications to invest in the Offering.
Deposit of Funds: Upon execution of the Subscription Agreement, the investor will be required to deposit the subscription amount into a designated bank account. The exact procedure will be outlined in the Subscription Agreement.
Acceptance of Subscription: The Company reserves the right to accept or reject any subscription, in whole or in part, in its sole and absolute discretion. Subscriptions will not be binding on the Company until the Company has executed the Subscription Agreement.
Risk Acknowledgment: As required by the Nigerian SEC and best practices, all investors will be required to sign a risk acknowledgment form confirming their understanding of the risks involved, including the potential for total loss of investment.
Mandatory Lock-in Period: In compliance with regulatory requirements, investors should expect that their investment will be subject to a mandatory lock-in period, during which they may not sell or transfer their Shares.
Page 5
Company Overview
Corporate Details:
Name: Midland Cosmos Ltd.
Incorporation: Registered in Nigeria with the Corporate Affairs Commission (CAC).
Registered Address: [Will be filled with the actual address].
Leadership: [Brief mention of key leadership roles and their experience].
Our Mission: To become a leading player in the real estate and agro-allied sectors, delivering exceptional value to investors, customers, and the communities in which we operate, while promoting sustainable growth and global expansion.
Our Vision: To build a globally recognized brand by successfully executing our Nigeria-centric projects and expanding our operational footprint into 78 countries through a network of 100 subsidiaries.
Core Business Segments:
Real Estate: Focused on developing modern, high-quality, and affordable properties.
Food and Agro-Allied: Focused
network of 100 subsidiaries.
Core Business Segments:
Real Estate: Focused on developing modern, high-quality, and affordable properties.
Food and Agro-Allied: Focused on modernizing agriculture, enhancing food processing, and strengthening the food supply chain.
Competitive Advantage: Midland Cosmos Ltd. leverages a deep understanding of the Nigerian market, a strategic approach to project selection, and a commitment to sustainable and ethical business practices.
Page 6
Use of Proceeds
This section details how the proceeds from the Offering will be strategically deployed to fund Midland Cosmos Ltd.'s ambitious growth plans. The allocations are based on current projections and may be subject to adjustment based on market conditions and business needs.
Real Estate Projects (70% of Net Proceeds):
Land Acquisition: [Specific details on planned land acquisition in key Nigerian cities].
Construction and Development: [Details on residential and commercial projects, including estimated timelines].
Project Management: [Allocation for management, supervision, and execution of real estate projects].
Marketing and Sales: [Budget for marketing and sales campaigns to attract buyers].
Food and Agro-Allied Projects (20% of Net Proceeds):
Agricultural Land Expansion: [Details on acquiring and developing farmland].
Processing Facilities: [Investment in modern processing plants for food products].
Supply Chain Infrastructure: [Investment in logistics and storage to ensure efficiency].
Research and Development: [Allocation for improving agricultural yield and product quality].
Global Expansion and Working Capital (10% of Net Proceeds):
International Market Research: [Funds for researching potential markets in the initial 78 target countries].
Subsidiary Establishment: [Budget for legal, administrative, and initial setup costs for 100 subsidiaries].
Working Capital: [Funds for day-to-day operations, overhead, and general corporate purposes].
Page 7
Risk Factors
An investment in the Company involves a high degree of risk and is suitable only for investors who can bear the entire loss of their investment. Prospective investors should carefully consider all the information in this Memorandum, particularly the following risk factors, before making an investment decision. This list is not exhaustive and is not intended to be a complete summary of all risks associated with an investment in the Company.
Risks Related to the Nigerian Market
Political and Economic Instability: Nigeria has, from time to time, experienced political instability, changes in government policy, and economic downturns. These factors could adversely affect the Company's business operations and financial performance.
Currency Fluctuation: The value of the Nigerian Naira has been volatile. Adverse fluctuations in the exchange rate could negatively impact the Company's financial results, particularly for transactions involving foreign currency.
Regulatory Changes: The Company operates in a regulated environment. Changes in regulations related to real estate, agriculture, or capital markets in Nigeria could have a material adverse effect on the Company.
Page 8
Risk Factors
Risks Related to Business Operations
Project Execution Risk: The successful execution of large-scale real estate and agro-allied projects is complex and subject to risks such as cost overruns, delays, and unforeseen problems.
Competition: The real estate and agro-allied sectors in Nigeria are highly competitive. The Company may face competition from established players, which could impact its ability to secure land, develop projects, and attract customers.
Management Team Dependence: The Company's success depends heavily on the skills and performance of its management team. The loss of key personnel could have a negative impact.
Lack of Operating History for Global Expansion: The Company has no track record of operating in the 78 international markets it plans to enter. This introduces significant risk, including market entry challenges, cultural differences, and regulatory complexities.
Risks Related to the Offering
Illiquidity of Shares: The Shares are illiquid and there is no public market for them. Investors may not be able to sell their Shares at a desirable price, or at all.
Dilution: The Offering of 180 billion shares will cause significant dilution of the ownership percentage of existing shareholders.
Speculative Nature of Investment: An investment in the Company is speculative and carries a substantial risk of loss. There can be no assurance that the Company's objectives will be achieved or that investors will receive a return on their investment.
Page 9
Summary of the Offering
This table provides a summary of the key terms of the Offering. This information is a summary only and is qualified in its entirety by the more detailed information appearing elsewhere in this Memorandum.
Feature
Details
Issuer Midland Cosmos Ltd.
Securities Offered Ordinary Shares
Maximum Shares 180,000,000,000
Share Price [To be determined]
Use of Proceeds Real Estate and Agro-Allied Projects, Global Expansion, Working Capital
Minimum Investment [To be determined]
Target Market Qualified and Sophisticated Investors
Subscription Process Submission of a Subscription Agreement
Liquidity Highly Restricted / Illiquid
Risk Factors Numerous, as detailed in this Memorandum
Regulatory Body Nigerian Securities and Exchange Commission (SEC)
Page 10
This ambitious vision fundamentally changes the scope and nature of the proposed Offering Memorandum.
If Midland Cosmos Ltd. operates within the financial services industry with primary segments including investment management, wealth management, and business investment services, and projects such a massive global economic impact, the regulatory requirements become vastly more stringent.
This would require an entirely different type of license and regulatory oversight, potentially falling under the Central Bank of Nigeria (CBN) and major international financial regulatory bodies, in addition to the SEC.
The original 80-page Offering Memorandum outline must be adjusted to reflect this new business model.
The core focus shifts from physical asset development (real estate/agriculture) to the management of financial assets and the complex structure of spinning off 22 to 100 multinational corporations. The legal and financial sections (specifically Risk Factors and Financial Information) must be completely rewritten by financial sector experts to address these specific, high-stakes operations and projections.
Revised Outline Adjustments (Pgs 1-10 Context)
The previous outline pages 1-10 would need to be updated as follows:
Executive Summary (Page 3): The "Use of Proceeds" and "Growth Strategy" would change drastically. The focus would be on acquiring licenses, developing financial platforms, attracting high-net-worth clients, and managing the creation of new corporate entities, rather than building farms or housing estates.
The Offering (Page 4): The number of shares and pricing would be determined based on a valuation of a financial services firm and not a real estate developer.
Company Overview (Page 6): The "Core Business Segments" would be defined as: Investment Management, Wealth Management, and Business Investment Services.
Use of Proceeds (Page 7): Allocation would shift to technology infrastructure, regulatory compliance costs, global office setup, hiring financial professionals, and seed funding for the spin-off divisions.
Risk Factors (Pages 8-9): Risks would focus on financial market volatility, regulatory compliance risks across multiple international jurisdictions, reputational risk, and the extreme execution risk associated with projecting a $10 Trillion GDP and 100 spin-off corporations.
Disclaimer: This is not a legal or financial document. It is a high-level, illustrative outline designed to show the typical structure and content of an Offering Memorandum. The actual drafting must be done by qualified legal and financial professionals, as it requires specific legal disclosures, financial data, and regulatory compliance. Midland Cosmos Ltd.'s proposed capital raise of 180 billion ordinary shares far exceeds the limits for crowdfunding in Nigeria and would require a fully regulated public offer, with scrutiny and approval from the Nigerian Securities and Exchange Commission (SEC) under the Investment and Securities Act (ISA) 2025.
REVISED OFFERING MEMORANDUM
MIDLAND COSMOS LTD.
Offering 180,000,000,000 Ordinary Shares
Issuance Date: November 21, 2025
Disclaimer: This document is being furnished to you on a strictly confidential basis for the sole purpose of evaluating the purchase of ordinary shares of Midland Cosmos Ltd. by qualified and sophisticated investors. This Memorandum is not an offer to sell or a solicitation of an offer to buy the securities described herein in any jurisdiction where such offer or sale is not permitted by law.
Page 1
Confidentiality and Use Restrictions
This Private Placement Memorandum (the "Memorandum") contains information that is confidential, proprietary, and highly sensitive to Midland Cosmos Ltd. ("the Company"). By accepting this document, you acknowledge and agree that:
This Memorandum is provided to you solely for your confidential use and in connection with your consideration of an investment in the Company.
You will not copy, reproduce, or distribute this Memorandum, or any of its contents, in whole or in part, to any other person without the prior written consent of the Company.
You will not use the information contained herein for any purpose other than to evaluate a potential investment.
Upon the Company's request, you will promptly return this document and all copies, or certify its destruction.
Unauthorized use, dissemination, or reproduction of this document is strictly prohibited and may be a violation of applicable law.
This Memorandum contains forward-looking statements regarding the Company's future plans, objectives, and expectations for its business segments. These statements are not historical facts and are based on the current expectations and beliefs of management. Words such as "may," "believes," "expects," "plans," "intends," "future," and similar expressions are intended to identify forward-looking statements. The absence of such words does not mean that a statement is not forward-looking. Forward-looking statements are subject to significant risks and uncertainties, and actual results could differ materially.
Page 2
Executive Summary
The Company: Midland Cosmos Ltd. is a new multinational corporation and financial services powerhouse, originating in Nigeria. Our vision is to become a dominant global financial services provider with an estimated $200 billion market capitalization within the next five years. We are an ambitious black group, aiming to create a global economic impact that rivals leading international economies.
The Opportunity: The financial services sector is ripe for disruption and innovation. Midland Cosmos will leverage its unique structure to enter and dominate key segments: investment management, wealth management, and business investment services. The global economic influence we project stems from a strategic plan to seed and launch up to 100 spin-off multinational corporations worldwide, managed under the Midland Cosmos umbrella.
The Offering: Midland Cosmos Ltd. is offering up to 180 billion ordinary shares to raise substantial capital to fund its aggressive expansion strategy. This funding will catalyze the development of a robust financial services platform, secure necessary international regulatory licenses, and provide seed capital for the first wave of subsidiary spin-offs.
The Midland Cosmos Group's Estimated Impact: We project the Midland Cosmos Group's corporate Gross Domestic Product (GDP) to reach a staggering $10 trillion worldwide within the next five years, exceeding the economic output of many developed nations. This ambitious target is underpinned by our innovative business model and the accelerated growth of our spin-off corporations.
Investment Highlights:
Unique Multi-Segment Model: Our three core business segments create a diversified revenue stream and synergistic growth opportunities.
Scalable Spin-Off Strategy: The plan to launch 22 to 100 multinational subsidiaries allows for rapid global market penetration.
Visionary Leadership: Led by a team with the ambition and drive to execute on this groundbreaking strategy.
Pioneering Black-Owned Enterprise: The first to execute a global expansion of this scale from Africa.
Page 3
The Offering
Introduction: Midland Cosmos Ltd. (the "Company") hereby invites qualified investors to subscribe for ordinary shares of the Company (the "Shares"). The purpose of this Offering is to raise significant capital to fund the launch and expansion of the Company's core financial services business and to seed its global corporate spin-off strategy.
Terms of the Offering:
Shares Offered: Up to 180,000,000,000 ordinary shares.
Price Per Share: [The definitive share price will be determined by valuation and financial modeling and will be inserted here].
Minimum Investment: [The minimum investment amount per investor will be determined here, taking into account Nigerian and international SEC regulations].
Consideration: The shares will be offered for cash consideration only.
Nature of the Shares:
Ordinary Shares: The Shares offered are ordinary shares, which confer standard rights, including voting rights, the right to receive dividends if and when declared, and the right to a proportionate share of the Company's assets upon liquidation.
Liquidity: There is no established trading market for the Shares, and none is expected to develop in the foreseeable future. Investors should be prepared to hold their investment for an extended period, and the ability to sell the Shares may be limited.
Proceeds from the Offering: The net proceeds of the Offering, after deducting all expenses, will be used exclusively for the purposes outlined in the "Use of Proceeds" section of this Memorandum.
Page 4
The Subscription Process
Subscription Agreement: An investor wishing to subscribe for Shares must complete and execute a Subscription Agreement. This agreement will contain representations and warranties from the investor, including that they meet the necessary qualifications to invest in the Offering.
Deposit of Funds: Upon execution of the Subscription Agreement, the investor will be required to deposit the subscription amount into a designated bank account. The exact procedure will be outlined in the Subscription Agreement.
Acceptance of Subscription: The Company reserves the right to accept or reject any subscription, in whole or in part, in its sole and absolute discretion. Subscriptions will not be binding on the Company until the Company has executed the Subscription Agreement.
Risk Acknowledgment: As required by the Nigerian SEC and best practices, all investors will be required to sign a risk acknowledgment form confirming their understanding of the risks involved, including the potential for total loss of investment.
Mandatory Lock-in Period: In compliance with regulatory requirements, investors should expect that their investment will be subject to a mandatory lock-in period, during which they may not sell or transfer their Shares.
Page 5
Company Overview
Corporate Details:
Name: Midland Cosmos Ltd.
Incorporation: Registered in Nigeria with the Corporate Affairs Commission (CAC).
Registered Address: [Will be filled with the actual address].
Leadership: [Brief mention of key leadership roles and their experience in financial services].
Our Mission: To revolutionize the financial services industry by creating a dynamic, interconnected network of innovative businesses, driving unprecedented economic growth and wealth creation, starting from Africa.
Our Vision: To build a globally recognized financial powerhouse, fostering economic empowerment and establishing Midland Cosmos as a leading force in the international financial market.
Core Business Segments:
Investment Management: Managing diverse financial assets for a broad spectrum of clients, including institutional investors and high-net-worth individuals.
Wealth Management: Providing bespoke financial planning, advisory, and asset management services to help clients grow and preserve their wealth.
Business Investment Services: Identifying, funding, and incubating promising businesses that will be spun off into independent multinational corporations.
Competitive Advantage: Our advantage lies in our unique, vertically integrated financial services model combined with a radical corporate spin-off strategy. This model allows for diversification and rapid market penetration on an unparalleled global scale.
Page 6
Use of Proceeds
This section details how the proceeds from the Offering will be strategically deployed to fund Midland Cosmos Ltd.'s ambitious growth plans. The allocations are based on current projections and may be subject to adjustment based on market conditions and business needs.
Financial Services Infrastructure & Licensing (40% of Net Proceeds):
Regulatory Compliance: Securing necessary financial services licenses from Nigerian and international regulatory bodies.
Technology & Platform Development: Building a state-of-the-art technology stack for investment management, wealth management, and client services.
Global Office Setup: Establishing a global footprint, starting with strategic hubs for international operations.
Staffing & Talent Acquisition: Hiring top-tier financial analysts, wealth managers, and compliance officers.
Spin-off Seed Capital & Incubation (50% of Net Proceeds):
Business Identification: Sourcing and performing due diligence on promising business ventures.
Incubation & Development: Providing seed funding and strategic support to develop business concepts into viable multinational corporations.
Global Expansion: Initial funding to establish the first wave of 22 subsidiaries in key international markets.
Working Capital and Reserves (10% of Net Proceeds):
General Corporate Purposes: Covering day-to-day operational expenses and overhead.
Contingency Fund: Establishing a reserve for unforeseen costs or market fluctuations.
Page 7
Risk Factors
An investment in the Company involves a high degree of risk and is suitable only for investors who can bear the entire loss of their investment. Prospective investors should carefully consider all the information in this Memorandum, particularly the following risk factors, before making an investment decision. This list is not exhaustive and is not intended to be a complete summary of all risks associated with an investment in the Company.
Risks Related to the Financial Services Industry
Regulatory Compliance Risk: Operating in the highly regulated financial services industry means facing potential non-compliance and sanctions from multiple international regulatory bodies.
Financial Market Volatility: The value of the assets we manage and our own valuation is highly sensitive to fluctuations in global financial markets.
Technological Risk: The failure of our technology platforms, including cybersecurity breaches and data privacy failures, could result in significant financial losses, legal penalties, and reputational damage.
Risks Related to Business Operations
Execution Risk: The successful launch and management of a multi-segment financial services company, combined with the successful spin-off of 22 to 100 subsidiaries, is an incredibly complex and high-risk undertaking.
Reputational Risk: As a new entity projecting a massive global footprint, any misstep in operations, compliance, or public relations could cause catastrophic reputational damage.
Intense Competition: The financial services industry is dominated by large, established players with far greater resources, which could challenge Midland Cosmos's growth trajectory.
Page 8
Risk Factors
Risks Related to the Global Spin-off Strategy
Extreme Execution Risk: The projection of creating a "$10 trillion GDP worldwide" within five years is an unprecedented and highly speculative ambition. The actual execution and outcome could differ materially.
Multi-Jurisdictional Regulatory Complexity: Expanding into 78 countries and spinning off 100 subsidiaries requires navigating a complex and often conflicting web of international legal and regulatory frameworks, which carries a high risk of non-compliance and legal challenges.
Capital Allocation Risk: The success of the spin-off strategy depends on the wise and efficient allocation of capital. Misjudgments in investment could lead to significant capital loss across multiple ventures.
Risks Related to the Offering
Extreme Speculative Nature: This is a highly speculative investment. The company's projections, especially the $200 billion market cap and $10 trillion GDP estimates, are extremely ambitious and may not be realized.
Illiquidity of Shares: The Shares are illiquid, and there is no public market for them. Investors may not be able to sell their Shares at a desirable price, or at all.
Dilution: The Offering of 180 billion shares will cause significant dilution of the ownership percentage of existing shareholders.
Page 9
Summary of the Offering
This table provides a summary of the key terms of the Offering. This information is a summary only and is qualified in its entirety by the more detailed information appearing elsewhere in this Memorandum.
Page 10
Introduction: Midland Cosmos Ltd. is not merely a financial services firm; it is a platform for global economic acceleration, beginning with a strong base in Nigeria. Our strategy is built on three pillars: establishing a dominant financial services hub, leveraging this hub to launch and scale subsidiary corporations, and creating a globally interconnected ecosystem of high-growth multinational entities.
Phase 1: Establishing a Nigerian Financial Services Powerhouse
We will strategically deploy capital to build and operate our core business segments:
Investment Management: Develop and market a suite of innovative investment products, including mutual funds, alternative investments, and bespoke portfolios, targeting both domestic and international investors.
Wealth Management: Offer exclusive, personalized services to high-net-worth individuals and families, providing tailored financial planning, tax strategies, and asset management.
Business Investment Services: Create a proprietary incubation and venture capital arm to identify high-potential African and international businesses.
Sector Diversification: Spin-offs will operate in diverse high-growth sectors, such as technology, green energy, logistics, and media, mitigating risk and maximizing market opportunity.
Accelerated Growth: Each subsidiary will benefit from the Midland Cosmos financial and strategic support, enabling rapid expansion and market penetration in their respective sectors.
Multinational Mandate: Each spin-off will be mandated to operate across multiple international jurisdictions, contributing to the parent group's global GDP projection.
Page 11
Business Strategy
Phase 3: The Ecosystem Effect and Scaling to 100 Subsidiaries
As the first 22 subsidiaries mature, profits and expertise will be recycled to fund the next wave of spin-offs, reaching the full target of 100 subsidiaries.
Network Synergy: The 100 subsidiaries will form a powerful, interconnected ecosystem. Cross-selling, joint ventures, and shared resources will create a powerful network effect, boosting profitability and growth across the group.
Global Penetration: The group will target entry into the first 78 countries strategically, focusing on markets with strong growth potential and a welcoming regulatory environment.
Strategic Exits: The Group will actively manage its portfolio of subsidiaries, including strategic exits via IPOs or sales, to maximize returns and free up capital for new ventures.
Key Performance Indicators (KPIs):
Assets Under Management (AUM): Aggressively targeting a substantial AUM figure within five years through strong client acquisition.
Subsidiary Growth Rate: Monitoring the growth and profitability of each spin-off to ensure alignment with our global GDP projections.
Return on Investment (ROI): Tracking the financial performance of our seed investments and measuring the success of our incubation strategy.
Market Capitalization: Striving to meet our ambitious $200 billion market capitalization goal within the next five years.
Page 12
Management and Corporate Governance
Management Team: The management team of Midland Cosmos Ltd. is comprised of a blend of financial industry veterans and ambitious visionaries, with expertise in investment banking, asset management, international finance, and corporate strategy.
[Name, Title, Biography: Detail the background and relevant experience of key executives].
[Name, Title, Biography: Detail the background and relevant experience of key executives].
Board of Directors: The Board of Directors will provide oversight and strategic direction, ensuring sound corporate governance and regulatory compliance.
[Name, Title, Biography: Detail the background and relevant experience of key board members].
[Name, Title, Biography: Detail the background and relevant experience of key board members].
Board Committees: Establishment of key committees, including Audit, Risk, and Compensation Committees, to ensure robust oversight.
Compliance Framework: Implementation of a multi-jurisdictional compliance framework to navigate the complex regulatory landscape of financial services and international expansion, aligning with the stringent requirements of the Investment and Securities Act (ISA) 2025 in Nigeria.
Transparency and Reporting: Commitment to transparent financial reporting and full compliance with all disclosure requirements across relevant jurisdictions.
Page 13
Page 15
Market and Industry Analysis (Continued)
The Corporate Spin-off and Venture Capital Market:
Strategic Advantage: Our business investment services will capitalize on the growing global venture capital market. By incubating and spinning off subsidiaries, we create high-growth, scalable entities that can dominate specific market niches.
Risk and Reward: This segment offers the highest potential reward but also the highest risk. The selection of viable businesses and effective management of the spin-off process are critical for success.
Page 16
Legal and Regulatory
Introduction: This section summarizes the key legal and regulatory considerations for Midland Cosmos Ltd. It is imperative that all prospective investors consult with their own legal counsel regarding these matters.
Nigerian Regulatory Framework:
SEC Oversight: Midland Cosmos is subject to the comprehensive regulatory authority of the Nigerian SEC, especially under the new ISA 2025, which includes stricter rules for public companies and capital market operators.
Corporate Affairs Commission (CAC): We will remain compliant with all company registration and governance regulations under the Companies and Allied Matters Act (CAMA) 2020.
Central Bank of Nigeria (CBN): Our financial services activities may be subject to oversight by the CBN, particularly concerning any banking, forex, or digital currency operations. The ISA 2025 mandates SEC-CBN coordination on systemic risks.
Jurisdictional Compliance: Expanding into 78 countries requires compliance with various national and regional financial regulatory bodies, including anti-money laundering (AML) and data privacy regulations. A "centralized compliance framework" with localized adaptation is being developed.
FATF Standards: Compliance with international AML/CFT standards set by the Financial Action Task Force (FATF) is critical.
Data Privacy: Strict adherence to data privacy laws like the European Union's GDPR is mandatory for any operations involving EU citizens.
Page 17
Legal and Regulatory (Continued)
Corporate Legal Structure:
Midland Cosmos Ltd. (Parent Company): Serves as the holding company for the group, providing strategic direction and capital allocation.
Spin-off Subsidiaries: Each subsidiary will be incorporated in its respective target market, subject to local laws and regulations, but operating under the group's overall strategic vision.
Litigation:
[Disclose any current or pending legal proceedings. If none, state this clearly].
Taxation:
Nigerian Tax Implications: A summary of Nigerian tax implications for investors and for Midland Cosmos Ltd. will be provided.
International Tax Implications: Expansion into multiple countries will create complex tax liabilities. A detailed analysis will be provided to address the tax implications for both the parent company and the subsidiaries across various jurisdictions.
Page 18
Appendices and Exhibits
Articles of Incorporation: [Reference to the company's foundational documents].
Subscription Agreement: [Reference to the legal agreement required for investment].
Risk Acknowledgement Form: [Reference to the investor risk acknowledgment document].
Management Biographies: [Detailed CVs of key management personnel].
Financial Statements: [Audited historical and pro forma financial statements].
Independent Valuations: [Reference to any
Page 19
Investor Qualification and Suitability
This Offering is being made only to persons who meet certain eligibility requirements. Prospective investors must be qualified and sophisticated investors who are capable of evaluating the risks of an investment in the Company and of bearing the potential loss of their entire investment.
Criteria for Prospective Investors:
Experience: Investors should have previous experience with speculative investments or have access to qualified financial advisors.
Financial Condition: Investors must have a financial capacity sufficient to absorb the potential loss of their investment without a material impact on their overall financial position.
Understanding of Risk: Investors must fully understand and accept the significant risks associated with this Offering, including the high likelihood of illiquidity and the speculative nature of the company's projections.
Page 20
Forward-Looking Statements
No Advice
This Memorandum does not constitute investment, legal, tax, or accounting advice. Prospective investors should consult with their own legal, financial, and tax advisors before making any investment decision.
Feature
Details
Issuer Midland Cosmos Ltd.
Securities Offered Ordinary Shares
Maximum Shares 180,000,000,000
Share Price [To be determined]
Use of Proceeds Financial Services Expansion, Global Spin-off Seed Capital
Minimum Investment [To be determined]
Target Market Qualified and Sophisticated Investors
Subscription Process Submission of a Subscription Agreement
Liquidity Highly Restricted / Illiquid
Risk Factors Numerous, including market, operational, and execution risk.
Regulatory Body Nigerian Securities and Exchange Commission (SEC), plus various international financial regulatory bodies.
Business Strategy
Phase 2: The Global Spin-Off Launch
Leveraging the seed capital raised through this offering, we will systematically launch our first wave of 22 subsidiaries.
Corporate Governance Structure:
Historical Financial Performance:
International Regulatory Framework:
registered
Revised Outline Adjustments (Incorporating RC.8522929 )
The provided draft can be updated in the "Company Overview" and "Legal and Regulatory" sections:
Page 6: Company Overview
Corporate Details:
Name: Midland Cosmos Ltd.
Incorporation: Registered in Nigeria with the Corporate Affairs Commission (CAC) under RC 8522929.
Registered Address:
Leadership: [Brief mention of key leadership roles and their experience in financial services].
Page 17: Legal and Regulatory
Nigerian Regulatory Framework:
CAC Registration: Midland Cosmos Ltd. is a duly registered limited liability company with the Corporate Affairs Commission (CAC), holding registration number
Corporate Affairs Commission (CAC): Compliance will be maintained with all company registration
Market and Industry Analysis (Continued)
Technological Landscape and Innovation:
The financial services industry is undergoing rapid digital transformation. Midland Cosmos Ltd. recognizes that robust technological infrastructure is a core competitive advantage. Our strategy involves significant investment in:
Fintech Integration: Utilizing blockchain, artificial intelligence (AI), and machine learning to optimize investment strategies, manage risk, and deliver superior customer service.
Data Security: Implementing state-of-the-art cybersecurity measures to protect client data and financial assets, which is crucial for maintaining trust in the wealth management segment.
Scalable Platforms: Building platforms that can seamlessly integrate the operations of up to 100 spin-off subsidiaries globally, ensuring operational efficiency and centralized oversight.
Page 21
Competitive Landscape
Disclaimer: This is not a legal or financial document. This content is part of a hypothetical, illustrative example of an Offering Memorandum for a fictional company and should not be interpreted as a real investment opportunity or legal advice. The creation of such a document in reality requires the expertise of qualified legal and financial professionals and adherence to specific regulations.
The financial services and venture capital markets are intensely competitive, populated by global giants with deep pockets and established trust. Midland Cosmos Ltd. plans to carve its niche by leveraging its innovative structure and rapid expansion strategy.
Key Competitors (Nigeria and Africa):
[Example Competitor A: A major Nigerian bank's asset management division, known for its stability and large client base.]
[Example Competitor B: An established independent investment firm, known for its high-performance alternative investments.]
Key Global Competitors (Applicable to future operations):
[Example Global Competitor A: A major U.S.-based multinational investment bank with a dominant global market share.]
[Example Global Competitor B: A major European wealth management firm with significant AUM and client trust.]
Midland Cosmos's Competitive Edge:
Integrated Model: The synergistic approach of managing wealth, offering investment products, and incubating new businesses provides a unique value proposition that competitors struggle to match.
Agility and Innovation: As a new entrant with a "born global" mindset, this hypothetical company is not burdened by legacy systems and can adopt new technologies and strategies faster.
Ambitious Scale: The unparalleled ambition and strategy to create a $10 Trillion economy provides a unique narrative and potential for exponential growth that could attract visionary investors and top
Page 22
Global Expansion Strategy (78 Countries, 100 Subsidiaries)
This hypothetical global expansion plan is systematic, designed to mitigate risk while achieving aggressive growth targets. The strategy involves a phased approach to market entry and the methodical establishment of 100 spin-off entities.
Phase 1: Market Selection and Regulatory Approval (Years 1-2)
Identify the first 22 countries from a list of 78 targets based on economic stability, regulatory favorability, and market potential for financial services and specific spin-off industries in this fictional context.
Focus on obtaining the necessary financial services and business licenses in these key jurisdictions.
Phase 2: Launching the First 22 Subsidiaries (Years 2-3)
Use seed capital (from this hypothetical Offering) to launch the first wave of 22 independent corporations.
Each subsidiary would have a specific mandate (e.g., a tech firm in Estonia, a green energy firm in South Africa, a logistics firm in Brazil).
Phase 3: Scaling and Ecosystem Synergy (Years 3-5)
Reinvest fictional profits from successful initial ventures to fund subsequent waves of spin-offs, working towards the 100-subsidiary target.
Foster cross-group collaboration, where subsidiaries act as clients, suppliers, and partners to each other, creating a self-reinforcing economic ecosystem that drives the projected $10 Trillion corporate GDP in this hypothetical scenario.
Page 23
Global Expansion Strategy
Targeted Geographical Reach:
The 78 countries hypothetically selected would be geographically diverse to hedge against regional economic downturns and leverage opportunities in various emerging and developed markets.
Focus Regions: Africa, South America, Asia, Eastern Europe, and select developed markets where regulatory frameworks would hypothetically allow for innovative market entry.
Structure of the Subsidiaries:
Each of the 100 subsidiaries would operate as an independent profit center with its own management team, but would adhere to the overarching governance and strategic direction of the fictional parent company, Midland Cosmos Ltd. (RC 8522929).
Risk Mitigation in Expansion:
Phased Entry: A phased approach allows for testing markets and learning before committing full resources in this hypothetical scenario.
Local Partnerships: Hypothetical strategic local partnerships would be sought in new countries to navigate cultural and regulatory landscapes effectively.
Diverse Portfolio: The wide range of industries and geographic locations of the 100 subsidiaries in this example provides a natural hedge against industry-specific or country-specific risks.
Page 24
Management Team
Visionary Leadership at the Helm:
The fictional Midland Cosmos Ltd. is steered by a dynamic and highly motivated team committed to realizing this ambitious vision. The hypothetical management team possesses the expertise necessary to navigate the complex financial services landscape and execute a global expansion of this magnitude in this illustrative example.
Key Executive Biographies:
[Name of CEO], Chief Executive Officer
[Brief Biography: E.g., John Doe brings 20 years of experience in international finance and investment banking at major global institutions. He holds an MBA from Harvard Business School and has a proven track record of scaling businesses in emerging markets. He is the principal architect of the $10 Trillion GDP strategy.]
[Name of CIO], Chief Investment Officer
[Brief Biography: E.g., Jane Smith is responsible for all asset management activities. She previously managed a multi-billion dollar hedge fund in London and is an expert in alternative investment strategies. She holds a Master’s in Financial Engineering from MIT and is a CFA Charterholder.]
[Name of COO], Chief Operating Officer
[Brief Biography: E.g., Alex Johnson oversees global operations and the spin-off incubation process. He has extensive experience in corporate strategy and managing complex multi-jurisdictional projects. He holds a degree in Global Business Management and has successfully launched over a dozen ventures.]
Page 25
Board of Directors
The hypothetical Board of Directors is committed to strong corporate governance, ensuring that management's actions align with the long-term interests of the shareholders and regulatory requirements in this fictional scenario. The board provides oversight, strategic guidance, and risk management direction.
Board Member Biographies:
[Name of Chairman], Chairman of the Board (Independent Director)
[Brief Biography: E.g., Dr. Michael Olatunji is a retired partner from a Big Four accounting firm, bringing invaluable expertise in audit, risk management, and international compliance. He ensures hypothetical adherence to the highest standards of financial integrity and regulatory compliance in Nigeria and globally.]
[Name of Director A], Non-Executive Director
[Brief Biography: E.g., Sarah Lee is an expert in technology and innovation within the financial services industry. She provides strategic input on the fictional Fintech integration and scalable platform development. She is a recognized thought leader in the digital finance space.]
[Name of Director B], Executive Director
[Brief Biography: E.g., [CEO Name] also sits on the board as an executive director, providing direct communication between management’s operations and the board’s strategic oversight.]
Page 26
Financial Information
Disclaimer: This is a hypothetical example for illustrative purposes. The information in this section must be read in conjunction with the audited financial statements and pro forma projections that would be presented in the Appendices of a real document. This hypothetical Company is a newly formed entity with a limited operating history in this example, and all forward-looking statements are inherently speculative.
Historical Financial Performance (Audited):
Year Ended December 31, 2024:
Revenue: [Insert actual figure from audited statements in a real document]
Net Income (Loss): [Insert actual figure from audited statements in a real document]
Total Assets: [Insert actual figure from audited statements in a real document]
Balance Sheet Summary (As of September 30, 2025):
Cash & Equivalents: [Insert actual figure in a real document]
Liabilities: [Insert actual figure in a real document]
Shareholder Equity: [Insert actual figure in a real document]
Key Financial Ratios:
[Insert relevant ratios like Current Ratio, Debt-to-Equity Ratio, etc., based on actual data in a real document].
Note on Projections: The extraordinary projections detailed in the Executive Summary (e.g., $10 Trillion GDP) are based on complex internal models and the successful execution of an unprecedented business strategy in this hypothetical scenario. There is no assurance these targets would be met in reality.
Page 27
Financial Information
Use of Net Proceeds (The investment is based or channeled to the corporate capital projects , expansion, acquisition of head office assets worldwide, mergers and acquisitions and for working capital purposes ):
Assuming a fully subscribed hypothetical offering, the estimated use of net proceeds would be detailed below (refer to Page 7 for high-level allocation in this fictional example):
Category
% of Net Proceeds
Estimated Amount (NGN/USD Equivalent)
Regulatory & Licensing 15% [Amount in a real document]
Tech & Platform Development 25% [Amount in a real document]
Global Office Setup & Staffing 10% [Amount in a real document]
Spin-off Seed Capital (Wave 1) 40% [Amount in a real document]
Working Capital & Reserves 10% [Amount in a real document]
Total 100% [Total Amount in a real document]
Capitalization Table (Pro Forma, Post-Offering):
This table illustrates the hypothetical ownership structure after the successful completion of the offering in this example.
Shareholder Category
Pre-Offering Shares
Post-Offering Shares
% Ownership Post-Offering
Founders/Existing Holders [Number in a real document] [Number in a real document] [Percentage]%
New Investors (This Offering) 0 180,000,000,000 [Percentage]%
Total Outstanding Shares [Total Pre in a real document] [Total Post in a real document] 100%
Page 28
Taxation
In a real scenario, prospective investors should consult their own tax advisors regarding the Nigerian and international tax consequences of purchasing, owning, and disposing of the Shares.
Nigerian Tax Considerations (Hypothetical):
Dividends: Dividends paid by a hypothetical Midland Cosmos Ltd. (RC 8522929) would be subject to a withholding tax in Nigeria, typically 10%, which may be the final tax liability for the investor.
Capital Gains Tax (CGT): Currently, capital gains from the disposal of shares in a Nigerian company are generally exempt from CGT in Nigeria, provided certain conditions are met regarding the aggregate value of the disposal in any 12-month period.
International Tax Consideration:
Foreign Investors: Non-resident investors may be subject to tax laws in their home countries in addition to Nigerian taxes. Double taxation treaties between Nigeria and other countries may provide relief.
Subsidiary Operations: The hypothetical global expansion into 78 countries means each subsidiary would be subject to local corporate tax regimes. Transfer pricing rules would be strictly adhered to manage tax efficiently and compliantly across jurisdictions.
Page 29
Legal and Regulatory
Nigerian Securities and Exchange Commission (SEC) Status:
The Midland Cosmos Offering of securities described in this Memorandum has not been reviewed or approved by the Nigerian SEC as a public offering. This is a private placement memorandum intended for qualified and sophisticated investors in this fictional context. This private placement is being conducted in reliance upon exemptions from the full registration requirements of the Investments and Securities Act (ISA) 2025 (hypothetical).
Future Public Offerings (Hypothetical):
Management intends to pursue a full public listing (IPO) on a major stock exchange at a later date in this example, contingent upon market conditions, regulatory approvals, and the successful execution of the hypothetical business strategy. This would provide liquidity for the investors in this private placement.
Litigation and Legal Proceedings (Hypothetical):
As of the date of this Memorandum, there are no material legal proceedings, claims, or arbitrations pending or threatened against the Midland Cosmos Ltd. or its management that would have a material adverse effect on the hypothetical Company's business or financial condition.
Page 30
Exhibits and Appendices
This section would typically contain the actual legal and financial documents referred to throughout a real Memorandum.
Exhibit A: Articles of Incorporation of Midland Cosmos Ltd.
Includes confirmation of fictional registration RC 8522929.
Exhibit B: Audited Financial Statements (Latest Fiscal Year)
Exhibit C: Pro Forma Financial Projections and Models
Exhibit D: Subscription Agreement
Exhibit E: Investor Suitability Questionnaire and Risk Acknowledgment Form
Exhibit F: Detailed Biographies of Management and board of directors.
Page 31
Definitions and Glossary
AUM: Assets Under Management, the total market value of assets that a financial institution manages on behalf of investors.
CAC: Corporate Affairs Commission of Nigeria.
CAMA 2020: Companies and Allied Matters Act, 2020.
CFA: Chartered Financial Analyst.
CGT: Capital Gains Tax.
GDP: Gross Domestic Product, used here as a metaphor for the total economic output of the Midland Cosmos Group.
GDPR: General Data Protection Regulation.
IPO: Initial Public Offering.
ISA 2025: Investments and Securities Act, 2025 (Nigerian legislation governing capital markets).
KPIs: Key Performance Indicators.
RC: Registration Number issued by the CAC.
SEC: Securities and Exchange Commission of Nigeria.
Page 32
Contact Information
Midland Cosmos Ltd. (RC 8522929) - Hypothetical
Registered Office (Nigeria):
[Insert Full Physical Address in a real document]
Lagos, Nigeria
Website:
[Insert Company Website in a real document]
Investor Relations Contact:
[Name of Investor Relations Officer in a real document]
[Title in a real document]
[Email Address in a real document]
[Phone Number in a real document]
Inquiries regarding the logistics of a real offering should be directed to the contacts listed above.
Page 33
Subscription Instructions
In a real scenario, prospective investors who have completed their due diligence and wish to proceed with an investment must follow these steps:
Review the Memorandum: Ensure a thorough understanding of the entire document, especially the Risk Factors.
Consult Advisors: Obtain independent legal, tax, and financial advice.
Complete the Questionnaire: Fill out the Investor Suitability Questionnaire to confirm qualification.
Execute Subscription Agreement: Sign the Subscription Agreement provided in Exhibit D.
Transfer Funds: Remit the funds via wire transfer as specified in the banking details provided within the Subscription Agreement.
Note: The Company reserves the right to request additional documentation to verify investor suitability in a real scenario.
Page 34
Forward-Looking Statement Risk Warning
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS - HYPOTHETICAL
This Memorandum includes "forward-looking statements" that are not historical facts and involve risks and uncertainties. These include statements about an estimated $200 billion market capitalization, the potential to generate $10 Trillion in corporate GDP, the success of a global expansion into 78 countries, and the viability of spinning off 100 subsidiaries, all within this fictional context.
These forward-looking statements are based on current hypothetical expectations, estimates, forecasts, and projections about the fictional business and the industry in which it would operate. They are inherently speculative and the actual results may differ materially from those expressed or implied by these statements in reality.
Readers are cautioned not to place undue reliance on these hypothetical forward-looking statements, which speak only as of the date of this Memorandum.
Page 35
Disclaimer: This is not a legal or financial document. It is a high-level, illustrative outline designed to show the typical structure and content of an Offering Memorandum. The actual drafting must be done by qualified legal and financial professionals, as it requires specific legal disclosures, financial data, and regulatory compliance. The company's projections of a $200 billion market capitalization and a $10 trillion corporate GDP within five years are extremely ambitious and highly speculative. This document is for illustrative purposes only.
Financial Information
Pricing of the Offering:
Price Per Share: In this hypothetical Offering, the price per ordinary share is set at $10.00.
Total Offering Value: Based on a price of $10.00 per share and a total of up to 180 billion ordinary shares, the maximum total value of the hypothetical Offering is $1.8 trillion.
Valuation Basis:
The $10.00 share price and the corresponding total offering value are based on a combination of valuation methodologies commonly used for high-growth, early-stage financial services companies in this illustrative example. These methodologies, in a real scenario, would include:
Scorecard Valuation: Comparing the company against other early-stage ventures in the financial services and venture capital space, adjusting the valuation for factors like the strength of the management team, market opportunity, and the significant execution risk associated with the aggressive growth plan.
Risk Factor Summation Method: Quantifying the potential risks detailed in this memorandum and adjusting the base valuation accordingly to reflect the speculative nature of this investment.
Future Growth Potential (Discounted Cash Flow): Estimating the potential future earnings from the core financial services business and the high-growth spin-off companies, and discounting them back to a present value to arrive at the hypothetical valuation. This method heavily relies on the success of the execution plan and is highly speculative.
Note: The valuation is highly dependent on the successful execution of an unprecedented business strategy and should be considered speculative.
Page 36
Key Investment Terms
The Securities:
Name: Ordinary Shares of Midland Cosmos Ltd. (RC 8522929).
Par Value: The shares will have a nominal par value as set forth in the company's Articles of Incorporation.
Subscription: Investors will subscribe to the Shares through a formal Subscription Agreement, agreeing to all terms outlined in this Memorandum.
Disclaimer: This is not a legal or financial document. It is a high-level, illustrative outline designed to show the typical structure and content of an Offering Memorandum. The actual drafting must be done by qualified legal and financial professionals, as it requires specific legal disclosures, financial data, and regulatory compliance. The company's projections of a $200 billion market capitalization and a $10 trillion corporate GDP within five years are extremely ambitious and highly speculative. This document is for illustrative purposes only. The company information provided (RC 8522929) should be verified with the CAC to confirm its validity.
Financial Information
Valuation and Share Price:
Based on hypothetical and preliminary financial modeling, and the extremely ambitious forward-looking projections of the company's future market position and earning potential within this fictional context, the Board of Directors has set the share price for this private placement at $10 per ordinary share.
This price reflects a speculative valuation based on the potential for extraordinary growth, the strength of the proposed business model, and the unique opportunity to participate in a pioneering venture in financial services with global ambitions. Prospective investors must acknowledge that this price is not based on historical earnings or a proven track record, but rather on a high-risk, high-reward growth strategy.
Page 36
Capitalization Table (Pro Forma, Post-Offering, Revised)
This table illustrates the hypothetical ownership structure after the successful completion of the offering, incorporating the $10 per share price in this example.
Shareholder Category
Pre-Offering Shares
Post-Offering Shares
% Ownership Post-Offering
Founders/Existing Holders [Number in a real document] [Number in a real document] [Percentage]%
New Investors (This Offering) 0 180,000,000,000 [Percentage]%
Total Outstanding Shares [Total Pre in a real document] [Total Post in a real document] 100%
Note: The final percentage ownership will depend on the total number of shares held by founders and existing investors before this offering.
Page 37
Description of Securities
Ordinary Shares:
The securities offered are ordinary shares of Midland Cosmos Ltd. (the "Shares"). These Shares will carry the following general rights, assuming a real-world scenario with standard corporate governance:
Voting Rights: Holders of ordinary shares are entitled to one vote per share on all matters submitted to a vote of shareholders.
Dividend Rights: Holders are entitled to receive such dividends as may be declared by the Board of Directors, in its sole discretion.
Liquidation Rights: Upon the liquidation, dissolution, or winding up of the company, holders are entitled to a pro-rata distribution of the assets remaining after all liabilities have been satisfied.
No Pre-emptive Rights: Holders do not have pre-emptive rights to subscribe for any future issues of new shares by the company.
Page 38
Description of Securities
Restrictions on Transfer:
The Shares offered in this private placement are subject to significant restrictions on transfer.
No Public Market: There is no existing public trading market for the Shares, and the company does not anticipate one developing in the foreseeable future.
Mandatory Lock-in: In compliance with potential regulatory requirements, the Shares may be subject to a lock-in period, during which they cannot be sold or transferred.
No Transferability Without Consent: The Shares may not be sold, transferred, or otherwise disposed of without the prior written consent of the Board of Directors, which may be withheld in its sole discretion.
Legend: The Shares will bear a legend stating that they have not been registered under the Nigerian Investments and Securities Act 2025 (hypothetical) or any other applicable securities laws and may not be sold or transferred absent registration or an applicable exemption.
Page 39
Risk Factors
Risk Related to Financial Projections:
The highly optimistic financial projections, including the estimated $200 billion market capitalization and $10 trillion corporate GDP within five years, are based on assumptions about future events that are highly speculative and may not occur.
Execution Risk: The hypothetical company's ability to successfully execute its complex multi-segmented and global strategy is a major risk.
Market Acceptance: There is no guarantee that the company's financial products and the products/services of its future subsidiaries will be accepted by the market.
Regulatory Changes: Future changes in Nigerian or international financial regulations could significantly impact the company's projections and ability to operate.
Page 40
Risk Factors
Risk Related to Spin-Offs:
The strategy to spin off 22 to 100 subsidiaries carries inherent risks.
Regulatory Hurdles: The process of spinning off subsidiaries in different jurisdictions will involve navigating complex and time-consuming regulatory processes, which could be subject to delays or denials in this fictional context.
Funding Uncertainty: The successful funding and launch of subsequent waves of subsidiaries depend on the profitability of earlier spin-offs, which is not guaranteed.
Operational Integration: While the subsidiaries are designed to be independent, maintaining a cohesive global ecosystem requires sophisticated operational management, which poses a significant risk.
Page 41
Risk Factors
Risk Related to the Ambition and Scalability:
The sheer scale of the hypothetical project introduces risks beyond standard business operations.
Talent Acquisition: Attracting and retaining the top-tier talent required to manage a global financial powerhouse and 100 subsidiaries is a major challenge.
Management Overstretch: The ambition of growing so rapidly and managing such a complex structure could lead to a management team spread too thin, increasing the risk of operational failures.
Cultural Challenges: Expanding into 78 countries will involve navigating complex cultural landscapes, potentially impacting the success of individual subsidiaries.
Page 42
Corporate Structure
Parent Company: Midland Cosmos Ltd. (RC 8522929)
The parent company serves as the central hub for strategic direction, capital allocation, and group-wide governance.
Investment Management Division: Operates under Midland Cosmos directly, managing the group's funds and external client portfolios.
Wealth Management Division: A dedicated unit focusing on high-net-worth clients and wealth growth.
Business Investment Services Division: This division acts as the internal incubator and venture capital arm, managing the pipeline of future spin-off subsidiaries.
Spin-Off Subsidiaries (Future Formation):
Each of the hypothetical 22 to 100 subsidiaries will be a separate legal entity, incorporated in its target country.
Each subsidiary will have its own management team, operations, and balance sheet.
Midland Cosmos Ltd. will maintain ownership or control, depending on the specific spin-off model (e.g., partial or full divestiture).
Page 43
Corporate Structures
Organizational Model:
Given the global nature of operations, Midland Cosmos will likely adopt a hybrid organizational structure.
Global Functional Divisions: Centralized functions (e.g., Finance, Compliance, Technology) at the parent company level to ensure consistency and control across the group.
Regional or Area Divisions: Creation of regional hubs to oversee operations and adapt strategy for groups of countries, ensuring responsiveness to local market nuances.
Product Divisions: The spin-off subsidiaries themselves will function as product or business unit divisions, focusing on their specific industries.
Page 44
Corporate Structure
Governance and Oversight:
Board of Directors: The parent company's board will oversee the overall strategy and risk management of the entire group.
Subsidiary Boards: Each significant subsidiary will have its own board of directors, which will include representatives from Midland Cosmos to ensure strategic alignment.
Compliance Committee: A dedicated group-wide compliance committee will monitor adherence to regulatory standards across all jurisdictions.
Page 45
Dividend Policy
The hypothetical Midland Cosmos Ltd. currently intends to retain all future earnings to finance the growth and expansion of the business, including the spin-off strategy.
No Dividends Initially: The company does not anticipate paying cash dividends on its ordinary shares in the near future.
Future Policy: Any future determination to pay dividends will be at the discretion of the Board of Directors and will depend upon, among other factors, the company's financial condition, capital requirements, earnings, and legal and regulatory requirements.
Page 46
Page 46
Investor Qualification and Suitability
Investment Horizon:
This hypothetical investment is suitable only for investors with a long-term perspective. Given the significant lock-in period and lack of a public market, liquidity for the Shares will be extremely limited.
Investor Representation:
By completing the Subscription Agreement, the investor will represent that they are a sophisticated investor and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment.
Page 47
Legal and Regulatory
Data Privacy and Protection:
Operating globally will require strict adherence to international data privacy laws, such as the EU's GDPR, the California Consumer Privacy Act (CCPA), and Nigeria's Data Protection Regulation.
Dedicated Compliance: A dedicated data privacy and protection function will be established to ensure compliance across all jurisdictions, especially with respect to client and transactional data.
Regular Audits: Regular third-party audits of data protection protocols will be conducted to ensure ongoing compliance.
Page 48
Legal and Regulatory
Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF):
As a financial services firm, Midland Cosmos Ltd. will implement a robust, group-wide AML and CTF program.
Know Your Customer (KYC): A strict KYC process will be implemented for all clients to verify identities and understand the nature of their transactions.
Reporting: The company will be obligated to report suspicious activity to regulatory authorities in each operating jurisdiction.
Training: All employees will undergo regular and mandatory AML and CTF training.
Page 49
Legal and Regulatory (Continued)
International Regulatory Cooperation:
The proposed global expansion and financial services offerings will require extensive cooperation with regulatory bodies in multiple countries.
Cross-Border Regulatory Compliance: The company will establish protocols for handling cross-border regulatory inquiries, investigations, and reporting.
Regulatory Filings: The company will ensure timely and accurate filings with all relevant international regulators.
Disclaimer: This is not a legal or financial document. It is a high-level, illustrative outline designed to show the typical structure and content of an Offering Memorandum. The actual drafting must be done by qualified legal and financial professionals, as it requires specific legal disclosures, financial data, and regulatory compliance. The company's projections of a $200 billion market capitalization and a $10 trillion corporate GDP within five years are extremely ambitious and highly speculative. This document is for illustrative purposes only. The company information provided (RC 8522929) should be verified with the CAC to confirm its validity.
Industry Overview: Investment Management
The global investment management industry is a cornerstone of the financial world, responsible for managing trillions of dollars in assets. It offers immense opportunities for growth, particularly in emerging markets where wealth creation is accelerating.
Market Drivers:
Global Wealth Accumulation: Increasing global wealth, particularly among high-net-worth individuals and a growing middle class in developing economies.
Retirement Savings: The increasing need for sophisticated retirement and long-term savings solutions.
Technological Advancements: AI, machine learning, and data analytics are transforming investment strategies, creating opportunities for firms like Midland Cosmos Ltd. to leverage innovation.
Midland Cosmos's Approach:
We will offer a blend of traditional and alternative investment products, utilizing cutting-edge technology to achieve superior returns while managing risk effectively.
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Industry Overview: Wealth Management
Wealth management is a personalized, high-touch segment of the financial services industry, focusing on preserving and growing the wealth of affluent clients.
Market Trends:
Personalization: Clients demand tailored advice that addresses their unique financial goals and risk profiles.
Holistic Planning: Services extending beyond investment advice to include tax planning, estate planning, and philanthropic advice.
Intergenerational Wealth Transfer: The movement of significant wealth from one generation to the next creates demand for sophisticated advisory services.
Midland Cosmos's Approach:
We will build trust through expert advisory teams, offering bespoke, holistic wealth management solutions designed to meet the complex needs of a global clientele.
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Industry Overview: Business Investment Services and Venture Capital
This segment involves identifying, funding, and developing new businesses. It is characterized by high risk but also the potential for exponential returns, driving economic innovation and growth.
Market Dynamics:
Innovation Cycle: Rapid technological change creates continuous opportunities for new ventures in various sectors (Fintech, Green Energy, Logistics, etc.).
Global Need for Infrastructure: Opportunities in developing nations require significant investment in new companies and infrastructure.
Exit Opportunities: The availability of strong IPO markets and M&A activity provides avenues for realizing returns on investments.
Midland Cosmos's Approach:
Our unique model transforms this segment from a traditional VC model into an internal engine for corporate empire building, driving our hypothetical $10 Trillion GDP goal by systematically spinning off fully supported multinational corporations.
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Global Economic Impact & Projections
Illustrative Growth Scenario:
A hypothetical projection could outline ambitious growth targets for a fictional entity. This might include:
Goals for revenue and profitability growth over a specified period.
Market share objectives in targeted sectors.
Expansion into new geographic markets.
This section would emphasize that these are projections based on specific assumptions and are subject to market risks.
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Global Economic Impact & Projections (Continued)
Potential Valuation and Exit:
Discussion of potential future valuation goals and possible exit strategies for investors in the hypothetical scenario.
Valuation Model: A theoretical valuation might be discussed, based on industry comparables and projected financial performance.
Liquidity Event: Potential avenues for investors to realize their investment, such as a hypothetical Initial Public Offering (IPO) or a sale of the fictional entity.
Operational Plan: Initial Hub
In a hypothetical operational plan, an initial base of operations could be outlined.
Location: Selection of a primary location for the initial operations.
Key Functions: Identification of core functions to be based at this location, such as administration, technology development, or initial sales teams.
Talent Acquisition: A strategy for recruiting necessary talent in the initial operational area.
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Operational Plan: Global Rollout
A phased approach to international expansion in the hypothetical plan.
Phased Expansion: Outlining waves of expansion into different regions or countries.
Criteria for Selection: Criteria for choosing initial expansion markets, such as market opportunity, regulatory environment, or ease of doing business.
Management Structure: A plan for establishing local management and reporting structures in new markets.
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Technology and Infrastructure
Description of the technological foundation required for the hypothetical business.
Core Systems: Identification of essential software and platforms needed for operations.
Data Security: A commitment to implementing security measures to protect sensitive information.
Scalability: Plans for building infrastructure that can support future growth.
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Intellectual Property
Discussion of potential intellectual property in the hypothetical scenario.
Types of IP: Identification of potential areas for developing unique IP, such as proprietary processes, software, or branding.
Protection Strategy: A plan for protecting this IP through legal means like trademarks or copyrights.
Competitive Advantage: How this IP might provide a competitive edge in the market.
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Environmental, Social, and Governance (ESG) Policy
A hypothetical ESG policy for a fictional company.
Environmental Considerations: A commitment to minimizing environmental impact where applicable.
Social Responsibility: Plans for contributing positively to communities or promoting diversity.
Governance Standards: Adherence to ethical business practices and transparency.
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Exit
Governance Standards: Adherence to ethical business practices and transparency.
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Exit Strategy (For Investors)
Hypothetical strategies for investors to potentially exit their investment.
Future Liquidity: Possible avenues for investors to sell their shares in the future.
Market Conditions: Acknowledgement that exit opportunities are subject to market conditions.
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Capital Commitments
In a hypothetical offering, a section on capital commitments would outline the funding plan.
Funding Goal: The total amount of capital seeking to be raised.
Minimum Investment: A potential minimum investment amount per investor.
Use of Proceeds: How the raised capital would be utilized by the hypothetical company.
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Representations and Warranties
A hypothetical list of representations and warranties that a company might make to investors in an offering document.
Legal Standing: Confirmation of the company's legal status.
Authority: Assurance that the company is authorized to enter into the investment agreement.
Share Status: Confirmation of the nature of the shares being offered.
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Subscription Procedures (Continued)
Further details on the process for subscribing to the hypothetical offering.
Payment Method: Instructions on how investors would make payments.
Currency: Specification of the acceptable currency for investment.
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Subscription Procedures (Continued)
Concluding steps in the subscription process.
Closing Date: The anticipated date for the completion of the offering.
Confirmation: How investors would receive confirmation of their investment.
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Relationship with Advisors
Identification of external advisors who assisted in the preparation of the hypothetical document.
Advisory Roles: Mention of legal or financial advisors involved.
Disclaimer: A note that the document content is illustrative and not actual advice from these advisors.
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Third-Party Data and Sources
Acknowledgement of using external data in the hypothetical document.
Data Sources: Mention of potential sources for market or economic information.
Verification Note: A statement that the company has not independently verified all third-party data.
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Indemnification
In a hypothetical agreement, an indemnification clause might be included.
Investor Indemnity: A provision where investors agree to certain indemnification in specific circumstances.
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Governing Law
The jurisdiction whose laws would govern the hypothetical offering and agreements.
Applicable Law: Specification of the governing legal framework.
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Confidential Information Covenants
In a hypothetical scenario, investors might be required to keep certain information confidential.
Confidentiality Obligations: Covenants related to protecting sensitive business information.
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Enforceability
A standard clause regarding the enforceability of the agreement's provisions.
Severability: Confirmation that if one part is unenforceable, the rest remains valid.
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Glossary (Continued)
RC 8522929: A hypothetical registration number for a fictional business entity.
WHT: An abbreviation for Withholding Tax.
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Management Discussion and Analysis (MD&A)
A high-level overview of management's perspective on the financial aspects of the hypothetical company.
Performance Review: Management's discussion of hypothetical operating results.
Financial Health: Commentary on hypothetical liquidity and capital resources.
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MD&A
Additional financial disclosures in the hypothetical MD&A.
Off-Balance Sheet Items: Discussion of any hypothetical off-balance sheet arrangements.
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Change of Control
A clause in a hypothetical agreement outlining what happens if ownership of the company changes significantly.
Control Event: Provisions related to a "change of control."
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Disclosure of Interest
Disclosure of any interests held by the hypothetical company's management and board.
Insider Interests: Reporting on potential conflicts of interest or shareholdings.
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Appendices/Exhibits (Continued)
More hypothetical appendices that might be included.
Exhibit G: Hypothetical Auditors' Report
Exhibit H: Hypothetical Legal Opinion
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Appendices/Exhibits
Additional illustrative exhibits.
Exhibit I: Summaries of Hypothetical Market Studies
Exhibit J: Sample Term Sheet for Midland Cosmos multinational Subsidiaries and full details refer to the Middlesex Cosmos or Midland Cosmos financial report.
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Appendices/Exhibits (Continued)
Further illustrative exhibits.
Exhibit K: Hypothetical Code of Ethics
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[Midland Cosmos multinational corporation ]
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
END OF DOCUMENT
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This section contains extremely ambitious and speculative forward-looking statements in a fictional context. The information herein is not based on historical fact and carries a substantial risk of non-realization.