Data Demand AI Inc.
British Columbia / www.datademandai.com
Overview
Data Demand AI Inc. (“DDAI”) are building Modular 0.25 MW up to 2 megawatt (“MW”) Data Centres designed as compute-and-energy pods deployable at/near energy assets. Described as federated AI infrastructure that combines behind-the-meter power assets with sovereign, privacy-preserving artificial intelligence (AI). The Issuer’s core product, the Energy Intelligence Node (EIN), is a modular containerized compute asset that deploys the company’s Conductor AI technology stack and converts local fuel and renewable resources directly into under-writable AI compute capacity, deployed at or near hospitals, telcos, banks, and other regulated endpoints.
Crowdfunded Activities
Here's how Data Demand AI Inc. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| General Working Capital | $4,600 | $1,380,000 |
| Portal Fees | $400 | $120,000 |
| TOTAL | $5,000 | $1,500,000 |
Data Demand AI Inc.
- Company Website: www.datademandai.com
- Head Office Address: Suite 300 – 1055 West Hastings St., Street Vancouver, B.C. V6E 2E9
- Company Phone No: +1 778-828-1268
- Company Email Address: scott@datademandai.com
Interpretation
In this Section, the following terms shall have the meanings set out below:
“MDAP” or “Maximal Decomposition of Action Planning” refers to the Issuer’s planned supervisory reasoning software layer within Layer 4 of the DDAI technology stack. RR-LM is intended to support forecasting, candidate planning, exception analysis, workload scheduling, and policy aware recommendations for the Conductor orchestration system. RR-LM is expected to assist with energy and compute scheduling by evaluating operating constraints such as power availability, compute demand, thermal conditions, service-level requirements, and customer policy rules. RR-LM is not intended to directly manage, override, or replace PLCs, protection relays, emergency shutdown systems, or other real-time safety-critical controls.”
“RR-LM” produces forecasts, candidate orchestration plans, exception analysis, and policy-aware recommendations for the Conductor system. RR-LM is not intended to directly operate PLCs, protection relays, emergency shutdown systems, or other real-time safety-critical controls.
Business of the Issuer
Data Demand AI Inc. (“DDAI”) are building Modular 0.25 MW up to 2 megawatt (“MW”) Data Centres designed as compute-and-energy pods deployable at/near energy assets. Described as federated AI infrastructure that combines behind-the-meter power assets with sovereign, privacy-preserving artificial intelligence (AI). The Issuer’s core product, the Energy Intelligence Node (EIN), is a modular containerized compute asset that deploys the company’s Conductor AI technology stack and converts local fuel and renewable resources directly into under-writable AI compute capacity, deployed at or near hospitals, telcos, banks, and other regulated endpoints.
The Issuer’s technology remains in the research, specification, planning, and early development stage. The Issuer has not yet commercially deployed an Energy Intelligence Node (“EIN”), Federated Intelligence-as-a-Service (“FIaaS”) platform, RR-LM reasoning layer, MDAP planning layer, or Conductor orchestration system.
The Issuer’s current intended Conductor™ architecture is as follows:
1. Layer 6 — Operator Consoles, Tenant APIs, and Institutional Delivery
This layer is intended to provide the user-facing and customer-facing interfaces for the EIN platform, including operator dashboards, tenant access interfaces, application programming interfaces (“APIs”), customer reporting tools, and institutional delivery functions for regulated customers such as healthcare, telecom, financial, energy, industrial, and government-related users.
2. Layer 5 — Conductor System: Orchestration, Policy, Audit, and Control Contracts
This layer is intended to function as the Issuer’s orchestration and governance layer. The Conductor system is expected to coordinate workload placement, policy enforcement, audit logging, access permissions, service-level monitoring, and control-contract execution across the EIN environment. The Conductor system is not intended to replace or directly manage the real-time industrial safety systems described in Layer 1.
3. Layer 4 — RR-LM Reasoning, MDAP Planning, and Spiking-Brain-Inspired Methods
This layer is expected to include the Issuer’s Recursive-Reasoning Language Model, Maximal Decomposition of Action Planning, and related reasoning or planning methods, including spiking-brain-inspired methods.
RR-LM is intended to support forecasting, candidate planning, exception analysis, workload scheduling, and policy-aware recommendations for the Conductor system.
MDAP is intended to decompose larger operating objectives, including multi-hour or multi-day energy and compute objectives, into deterministic sub-plans. MDAP is also expected to support reliability through candidate generation, voting or selection processes, and red-flag override logic.
Layer 4 is intended to provide supervisory reasoning and planning support only. It is not intended to directly operate PLCs, protection relays, emergency shutdown systems, or other real-time safety-critical controls.
4. Layer 3 — Reliability Controls and FIaaS Federation Layer
This layer is intended to provide distributed reliability controls and the FIaaS federation layer. The purpose of this layer is to support federated AI operations, multi-site coordination, secure aggregation, workload resilience, redundancy, and privacy-preserving model execution where customer data remains within the customer’s controlled environment or applicable regulated endpoint.
To avoid ambiguity, references to reliability controls in Layer 3 do not mean direct control of PLCs, protection relays, emergency shutdown systems, or other Layer 1 real-time industrial controls.
5. Layer 2 — Plant Telemetry, DCIM, EMS, and BMS Integration
This layer is intended to integrate operational data from plant telemetry systems, data centre infrastructure management systems (“DCIM”), energy management systems (“EMS”), and building management systems (“BMS”). This layer is expected to collect, normalize, and transmit operational information relating to energy availability, compute loads, cooling, environmental conditions, facility status, and performance metrics for use by higher layers of the EIN stack.
6. Layer 1 — PLCs, Protection Relays, and Real-Time Control
This layer consists of programmable logic controllers, protection relays, and real-time industrial control and safety systems. These systems are expected to remain under the control of qualified equipment providers, site operators, utilities, engineers, or other authorized industrial control personnel.
The Issuer’s Conductor system, RR-LM, MDAP, FIaaS layer, and other supervisory software are not intended to manage, override, or replace PLCs, protection relays, emergency shutdown systems, or other real-time safety-critical controls.
The Issuer’s technology remains under development. The successful integration of the above layers will require further engineering, testing, validation, cybersecurity review, regulatory assessment, customer acceptance, financing, and, where applicable, third-party certification. There can be no assurance that the Issuer will successfully complete development of all layers of the technology stack, integrate them into commercial EIN deployments, or achieve the performance, reliability, security, certification, or regulatory outcomes currently anticipated.
The Issuer has an experienced management team and board of directors with a long history of raising capital and developing and operating technology and data centre related companies.
Current Technology Status
The Issuer’s technology remains in the research, specification, planning, and early development stage. The Issuer has researched and written product requirement specifications / product requirements documentation (“PRD”) for the proposed EIN technology stack and has explored the use of an Intent-to-Outcome AI Control Plane for governed agentic work. This concept refers to a proposed software governance approach under which operator or customer objectives would be translated into planned, policy-constrained, auditable workflows. The company has also written the hardware requirements specification and produced the Bill of Materials “BOM” for a 2 MW configuration.
The Issuer has not yet commercially deployed an EIN, FIaaS platform, RR-LM reasoning layer, MDAP planning layer, Conductor orchestration system, or Intent-to-Outcome AI Control Plane. These components remain subject to further engineering, testing, validation, cybersecurity review, vendor integration, customer acceptance, financing, and, where applicable, regulatory or third-party certification.
The Issuer’s proposed supervisory software is not intended to directly manage, override, or replace PLCs, protection relays, emergency shutdown systems, or other real-time safety-critical industrial controls. Those systems are expected to remain under the control of qualified equipment providers, site operators, utilities, engineers, or other authorized industrial control personnel.
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Offering Document
No securities regulatory authority or regulator has assessed, reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offence. This is a risky investment.The forecasts and predictions of an early-stage business are difficult to objectively analyze or confirm. Forward-looking statements represent the opinion of the issuer only and may not prove to be reasonable.
The Issuer
Full legal name: Data Demand AI Inc.
Head office address: Suite 300 – 1055 West Hastings St., Street Vancouver, B.C. V6E 2E9
Telephone: +1 778-828-1268
Email address: terry@datademandai.com
Website URL: www.datademandai.com
Company Contact Person
Full legal name: James Scott Munro
Position held with the issuer: CFO
Business address: Suite 300 – 1055 West Hastings St., Street Vancouver, B.C. V6E 2E9
Business telephone: +1 778-828-1268
Business email address: scott@datademandai.com
Issuer's Business
Interpretation
In this Section, the following terms shall have the meanings set out below:
“MDAP” or “Maximal Decomposition of Action Planning” refers to the Issuer’s planned supervisory reasoning software layer within Layer 4 of the DDAI technology stack. RR-LM is intended to support forecasting, candidate planning, exception analysis, workload scheduling, and policy aware recommendations for the Conductor orchestration system. RR-LM is expected to assist with energy and compute scheduling by evaluating operating constraints such as power availability, compute demand, thermal conditions, service-level requirements, and customer policy rules. RR-LM is not intended to directly manage, override, or replace PLCs, protection relays, emergency shutdown systems, or other real-time safety-critical controls.”
“RR-LM” produces forecasts, candidate orchestration plans, exception analysis, and policy-aware recommendations for the Conductor system. RR-LM is not intended to directly operate PLCs, protection relays, emergency shutdown systems, or other real-time safety-critical controls.
Business of the Issuer
Data Demand AI Inc. (“DDAI”) are building Modular 0.25 MW up to 2 megawatt (“MW”) Data Centres designed as compute-and-energy pods deployable at/near energy assets. Described as federated AI infrastructure that combines behind-the-meter power assets with sovereign, privacy-preserving artificial intelligence (AI). The Issuer’s core product, the Energy Intelligence Node (EIN), is a modular containerized compute asset that deploys the company’s Conductor AI technology stack and converts local fuel and renewable resources directly into under-writable AI compute capacity, deployed at or near hospitals, telcos, banks, and other regulated endpoints.
The Issuer’s technology remains in the research, specification, planning, and early development stage. The Issuer has not yet commercially deployed an Energy Intelligence Node (“EIN”), Federated Intelligence-as-a-Service (“FIaaS”) platform, RR-LM reasoning layer, MDAP planning layer, or Conductor orchestration system.
The Issuer’s current intended Conductor™ architecture is as follows:
1. Layer 6 — Operator Consoles, Tenant APIs, and Institutional Delivery
This layer is intended to provide the user-facing and customer-facing interfaces for the EIN platform, including operator dashboards, tenant access interfaces, application programming interfaces (“APIs”), customer reporting tools, and institutional delivery functions for regulated customers such as healthcare, telecom, financial, energy, industrial, and government-related users.
2. Layer 5 — Conductor System: Orchestration, Policy, Audit, and Control Contracts
This layer is intended to function as the Issuer’s orchestration and governance layer. The Conductor system is expected to coordinate workload placement, policy enforcement, audit logging, access permissions, service-level monitoring, and control-contract execution across the EIN environment. The Conductor system is not intended to replace or directly manage the real-time industrial safety systems described in Layer 1.
3. Layer 4 — RR-LM Reasoning, MDAP Planning, and Spiking-Brain-Inspired Methods
This layer is expected to include the Issuer’s Recursive-Reasoning Language Model, Maximal Decomposition of Action Planning, and related reasoning or planning methods, including spiking-brain-inspired methods.
RR-LM is intended to support forecasting, candidate planning, exception analysis, workload scheduling, and policy-aware recommendations for the Conductor system.
MDAP is intended to decompose larger operating objectives, including multi-hour or multi-day energy and compute objectives, into deterministic sub-plans. MDAP is also expected to support reliability through candidate generation, voting or selection processes, and red-flag override logic.
Layer 4 is intended to provide supervisory reasoning and planning support only. It is not intended to directly operate PLCs, protection relays, emergency shutdown systems, or other real-time safety-critical controls.
4. Layer 3 — Reliability Controls and FIaaS Federation Layer
This layer is intended to provide distributed reliability controls and the FIaaS federation layer. The purpose of this layer is to support federated AI operations, multi-site coordination, secure aggregation, workload resilience, redundancy, and privacy-preserving model execution where customer data remains within the customer’s controlled environment or applicable regulated endpoint.
To avoid ambiguity, references to reliability controls in Layer 3 do not mean direct control of PLCs, protection relays, emergency shutdown systems, or other Layer 1 real-time industrial controls.
5. Layer 2 — Plant Telemetry, DCIM, EMS, and BMS Integration
This layer is intended to integrate operational data from plant telemetry systems, data centre infrastructure management systems (“DCIM”), energy management systems (“EMS”), and building management systems (“BMS”). This layer is expected to collect, normalize, and transmit operational information relating to energy availability, compute loads, cooling, environmental conditions, facility status, and performance metrics for use by higher layers of the EIN stack.
6. Layer 1 — PLCs, Protection Relays, and Real-Time Control
This layer consists of programmable logic controllers, protection relays, and real-time industrial control and safety systems. These systems are expected to remain under the control of qualified equipment providers, site operators, utilities, engineers, or other authorized industrial control personnel.
The Issuer’s Conductor system, RR-LM, MDAP, FIaaS layer, and other supervisory software are not intended to manage, override, or replace PLCs, protection relays, emergency shutdown systems, or other real-time safety-critical controls.
The Issuer’s technology remains under development. The successful integration of the above layers will require further engineering, testing, validation, cybersecurity review, regulatory assessment, customer acceptance, financing, and, where applicable, third-party certification. There can be no assurance that the Issuer will successfully complete development of all layers of the technology stack, integrate them into commercial EIN deployments, or achieve the performance, reliability, security, certification, or regulatory outcomes currently anticipated.
The Issuer has an experienced management team and board of directors with a long history of raising capital and developing and operating technology and data centre related companies.
Current Technology Status
The Issuer’s technology remains in the research, specification, planning, and early development stage. The Issuer has researched and written product requirement specifications / product requirements documentation (“PRD”) for the proposed EIN technology stack and has explored the use of an Intent-to-Outcome AI Control Plane for governed agentic work. This concept refers to a proposed software governance approach under which operator or customer objectives would be translated into planned, policy-constrained, auditable workflows. The company has also written the hardware requirements specification and produced the Bill of Materials “BOM” for a 2 MW configuration.
The Issuer has not yet commercially deployed an EIN, FIaaS platform, RR-LM reasoning layer, MDAP planning layer, Conductor orchestration system, or Intent-to-Outcome AI Control Plane. These components remain subject to further engineering, testing, validation, cybersecurity review, vendor integration, customer acceptance, financing, and, where applicable, regulatory or third-party certification.
The Issuer’s proposed supervisory software is not intended to directly manage, override, or replace PLCs, protection relays, emergency shutdown systems, or other real-time safety-critical industrial controls. Those systems are expected to remain under the control of qualified equipment providers, site operators, utilities, engineers, or other authorized industrial control personnel.
Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?
DDAI is building Scalable Modular 0.25 MW up to 2-MW Data Centres designed as compute-and-energy pods deployable at/near energy assets. Described as federated AI infrastructure that combines behind-the-meter power assets with sovereign, privacy-preserving artificial intelligence (AI) called Conductor, deployed at or near hospitals, telcos, banks, and other regulated endpoints.
What are the key details about the issuer's industry and operations? What makes the issuer's business special and different from other competitors in the industry?
Intellectual Property Position
The Issuer’s intellectual property position is based on internally developed technology concepts, product requirement specifications, technical documentation, know-how, trade secrets, and patent-related materials relating to its proposed EIN platform, Conductor orchestration system, RR-LM reasoning layer, MDAP planning methodology, FIaaS federation functions, and related AI infrastructure concepts.
The Issuer has entered into a Specific Patent and Related Materials Assignment Agreement with Michael C. Withrow effective June 8, 2026, pursuant to which certain patent-related materials and related intellectual property rights are intended to be assigned to the Issuer. The Issuer also states that provisional patent filings have been made with the United States Patent and Trademark Office (“USPTO”). Provisional patent applications do not by themselves result in issued patents and do not guarantee that any patent will ultimately be granted.
The Issuer’s intellectual property remains subject to further development, documentation, prosecution, assignment confirmation, and legal review. There can be no assurance that any provisional patent application will mature into an issued patent, that any patent claims will be granted with commercially useful scope, that the Issuer will be able to maintain or enforce its intellectual property rights, or that third parties will not challenge, design around, or independently develop similar technologies.
For clarity, the Issuer’s intellectual property position should be read as development-stage IP, not as confirmation that the Issuer currently holds issued patents covering all aspects of the proposed EIN technology stack.
The Issuer’s provisional patent application particulars are as follows:
▪ Provisional application number: 63911976
▪ Filing date: November 5, 2025
▪ Title: Recursive Reasoning - Controlled Hybrid Hydrogen LNG Data-Centre POD for Secure Healthcare Inference
▪ Inventor(s): Michael Calvin WITHROW
▪ Current owner / assignee: 1561717 B.C. Ltd. / Data Demand AI Inc.
▪ Whether DDAI owns 100% of the rights: 100% owned by the Issuer
There are key structural drivers that support the initiatives of the Issuer that include:
• Growing AI demand: Large models and high-intensity inference requiring more compute power are driving data centre expansion, and Graphics Processing Unit (“GPU”) demand that in turn needs greater power infrastructure.
• Grid and fuel constraints: Many regions cannot deliver the required power or cooling at traditional data center sites; power procurement and interconnection are multi-year bottlenecks.
• Data sovereignty & regulation: Healthcare, finance, government, and critical infrastructure operators face strict constraints on where data can reside and where models can be run.
• Under-supplied “Sovereign AI” infrastructure: Governments and large enterprises increasingly want AI capacity they can regulate and, ideally, co-own or underwrite.
The Issuer is positioned as a platform for sovereign data, Federated inference, Modular Scalable Compute on energy-aware AI enabled infrastructure, not just another cloud or model provider:
• At the energy-data intersection: By directly integrating with local power (hydrogen, LNG, renewables) and deploying at regulated endpoints, DDAI solves both power siting and data sovereignty in one architecture.
• Infrastructure and project-finance native: EINs are designed as under writable assets, enabling project-finance and infrastructure capital to participate, rather than relying solely on venture-style risk capital.
• Sector focus: Initial focus on healthcare, telecom, and industrial/energy customers, where local data, low-latency, and regulatory constraints align with DDAI’s value proposition.
What milestones has the issuer already reached and what do they hope to achieve in the next 2 years?
Closed Seed financing – May 2026
Complete Offering hereunder – July 2026
Establish Core Team – August 2026
· Finalize all initial board and executive leadership appointments
· Establish core EIN engineering team (power electronics, hydrogen/LNG integration, data center design) and Recursive-Reasoning Language Model (“RR-LM ”)/controls team.
· Execute framework agreements / non-disclosure agreements (“NDAs”) / vendor memorandums of understanding (“MoUs”) with key fuel cell, battery, and GPU/accelerator suppliers.
· Finalize site selection criteria and shortlist candidate pilot locations in healthcare, telecom, and energy hubs.
Close Subsequent financing up to $10,000,000 – on or before September 2026 after the completion of the Offering.
· Close up to $10,000,000 in one or more tranches under a unit equity funding round.
Work towards fulfilling requirements for financing which may involve private placements or a financing through the public markets.
Complete EIN v1.0 reference design and lab validation of hybrid energy plus compute stack by October 2026 after the completion of the Offering:
· Freeze EIN v1.0 architecture – 0.25 MW (pilot) up to 2 MW modular unit, hybrid hydrogen/LNG + battery + optional PV on unified DC bus).
· Build and test lab-scale prototype that integrates:
o Power electronics and DC bus.
o Cooling/thermal system concept.
o GPU/accelerator rack layout and power distribution.
· Deliver RR-LM alpha that can simulate workload scheduling vs. power availability and control actuators in a non-production environment.
For clarity, references to RR-LM, MDAP, Conductor, FIaaS, and related EIN software functions refer to planned supervisory software, reasoning, planning, orchestration, federation, and monitoring functions. These references do not mean that the Issuer’s software will directly operate, manage, override, or replace PLCs, protection relays, emergency shutdown systems, or other real-time safety-critical industrial controls.
Certify EIN hardware for target jurisdictions and sign binding pilot site agreements on or before December 2026 after the completion of the Offering:
· Complete safety, electrical, and data center certification for EIN v1.0 in at least one priority jurisdiction (e.g., Canada + one US state).
· Finalize 3–5 pilot site agreements/letters of intent (“LOIs”) across target sectors:
o 1–2 in healthcare imaging/diagnostics.
o 1 in telecom / 5G edge.
o 1 in energy/industrial hub (hydrogen/LNG/renewables).
· Complete detailed design and permitting packages for first 2 pilot locations.
· Lock preliminary Service Level Agreement (“SLA”) and commercial terms (power margin, compute leasing, FIaaS pricing).
On or before February 2027, after the completion of the Offering, deploy first 2 EIN pilot nodes and launch FIaaS alpha with on-chain performance MVP:
· Complete physical deployment and commissioning of at least two EIN pilots (combined 0.5 MW to 2 MW capacity):
o One healthcare site.
o One telecom or energy/industrial site.
· Run RR-LM in production at these sites for real-time energy/compute orchestration (workload placement, power dispatch, cooling optimization).
· Launch FIaaS alpha at healthcare pilot, enabling federated learning across internal hospital systems (no raw data leaves site).
· Implement on-chain performance tracking Most Valuable Product (“MVP”) for energy produced, compute delivered, and key reliability metrics to validate the “on-chain infra” story.
All 3–5 EIN clusters energized with first paying FIaaS / compute customers on or before June 2027 after the completion of the Offering:
· Commission remaining 1–3 pilot sites, reaching 3–5 EIN clusters deployed (total 0.5 MW to 2 MW each, targeting 3 MW to 7 MW aggregate).
· Start production inference workloads (e.g., imaging diagnostics, telecom edge workloads, predictive maintenance models).
· Lock first recurring revenue contracts (compute leasing and FIaaS subscriptions).
· Produce third-party validated baseline reports on:
o Energy efficiency (kilowatt hour → Floating Operations Points (“FLOPs”).
o Uptime & latency metrics.
o Initial node-level P&L and cost curves.
On or before September 2027, after the completion of the Offering, launch FIaaS production across at least two verticals and RR-LM v2.0 optimization
· Release FIaaS v1.0 (production) across at least two sectors (e.g., healthcare + telecom), with standardized APIs and onboarding playbooks.
· Ship RR-LM v2.0, delivering:
o Improved workload forecasting.
o More aggressive power-price arbitrage and thermal optimization.
o Better integration with heterogeneous hardware (different GPU generations, accelerators).
· Publish first 12-month unit economics for earliest nodes:
o Capex payback trajectory vs. <5-year target.
o Energy + compute revenue breakdown.
· Complete security & compliance audits (e.g., SOC 2 path, health/financial data frameworks as applicable).
On or before March 2028, after the completion of the Offering, deploy template of standardized EIN & 10+ MW contracted/under LOI
· Codify EIN deployment “playbooks” per sector (healthcare, telecom, industrial/energy) including:
o Standard layouts & reference designs.
o Typical contract structures and SLAs.
o Pre-approved configurations for regulators/utilities.
· Reach 10+ MW of EIN capacity either:
o Deployed, or
o Contracted / under LOI with clear execution paths.
· Sign at least two strategic partnerships with:
o Hydrogen / LNG developers, and/or
o Utilities / grid operators / sovereign/municipal entities.
· Begin design of licensing model where utilities or infra funds can deploy EINs using DDAI stack.
on or before June 2028 after the completion of the Offering, Demonstrate node-level profitability & readiness for infra-scale expansion
· Achieve node-level profitability (or better) at one or more mature EIN sites, with:
o <5-year projected payback on full EIN capex.
o Positive operating cash flow at pilot portfolio level, or clear line of sight.
· Launch on-chain performance dashboards for investors and partners (energy yield, compute throughput, reliability, emissions profile).
· Finalize licensing playbook (legal templates, technical standards, governance & reporting requirements).
· Prepare data room and narrative for:
o Series B / infra fund raise, and/or
o Strategic co-investment platforms with utilities, sovereigns, or infra funds.
Milestone (Headline) , Key Deliverables, Anticipated completion Date on completion of the Offering
Seed Round Close & Distribution Commenced • Closed approx. C$389,107 seed round at $0.10 and form core team including Directors
• Hire key officers CEO, CFO, CTO, COO
• Publish Offering Document for distribution
A: Professional fees.
B: Working capital May 2026
Crowdfunding Round Closed • Distribution Closed target 150 shareholders using Vested.ca crowdfunding
• Complete corporate structure, all professional providers engaged
A: Professional fees
B: Working capital July 2026
Core Team Built • Finalize governance
• Hire core EIN hardware, RRLM, and FIaaS engineering team
• Lock key supplier MoUs (fuel cell, battery, GPUs)
• Define site selection criteria and shortlist pilot sites (healthcare, telecom, energy)
A: initial engineering hiring
B: BD & partnership development
C: legal, IP, regulatory, G&A setup July 2026
Round Close Raise up to C$10,000,000 in subsequent equity financing (units and pricing to be determined) in one or more tranches.
A: Working capital September 2026
EIN v1.0 Reference Design & Lab Prototype • Freeze EIN v1.0 architecture at 250 kW (pilot) up to 2 MW modular unit
• Build lab prototype integrating power electronics, DC bus, cooling, and GPU rack
• Deliver RRLM alpha for simulated workload and actuator control prototype build, RRLM alpha
A: detailed design, prototype build, RRLM alpha
B: lab space, test infra, overhead October 2026
Certification & Pilot Site Agreements • Complete safety/electrical/data center certifications in initial jurisdiction(s)
• Sign 3–5 binding pilot agreements (1–2 healthcare, 1 telecom, 1 energy/industrial)
• Deliver detailed design & permitting packages for first 2 sites
• Define SLAs and preliminary commercial terms
A: engineering for cert & detailed design
B: pre-deployment design & permitting
C: contracting with pilot customers
D: legal, permitting, regulatory consultants December 2026
First EIN Pilots Deployed & FIaaS Alpha Live • Deploy & commission first 2 EIN clusters (0.5–2 MW total)
• Run RRLM in production for energy/compute orchestration
• Launch FIaaS alpha at healthcare pilot (no raw data leaves site)
• Implement on-chain performance tracking MVP
A: hardware, site works, commissioning
B: FIaaS backbone, secure aggregation, on-chain telemetry
C: production integration & controls
D: operations buffer & overruns February 2027
All Pilots Online & Initial Recurring Revenue • Commission remaining 1–3 pilots (3–5 clusters total; 3–7 MW aggregate) • Start production inference workloads (healthcare, telecom, industrial) • Convert pilots to first recurring compute/FIaaS contracts • Publish third party-validated baseline metrics (efficiency, uptime, economics)
A: completion of pilot build-out
B: stable multi-site FIaaS operations
C: conversion to paid contracts, pipeline expansion
D: audits, reporting, ongoing OPEX June 2027
FIaaS Production Launch & RRLM v2.0 • Launch FIaaS v1.0 in at least two verticals with standard APIs and onboarding
• Ship RRLM v2.0 with improved forecasting, arbitrage, and hardware heterogeneity
• Publish 12-month unit economics for earliest nodes (toward <5-year payback) • Complete core security/compliance audits
A: full production FIaaS feature set, security & compliance
B: RRLM v2.0 and orchestration enhancements
C: audit/compliance costs September 2027
Scaling Template & 10+ MW Under LOI/Contract • Codify sector-specific EIN deployment playbooks (designs, SLAs, regulatory patterns)
• Reach ≥10 MW capacity deployed or under LOI
• Sign at least 2 strategic partnerships (utilities, hydrogen/LNG, or sovereign/municipal) • Draft licensing model for third-party deployments
A: early scaling beyond pilots were justified
B: strategic partnerships, licensing design
C: standardization of reference designs March 2028
Node-Level Profitability & Infra-Scale Readiness • Demonstrate node-level profitability at mature sites (<5-year capex payback path)
• Roll out investor-grade on-chain performance dashboards (energy, compute, emissions)
• Finalize licensing playbook (legal + technical standards + governance)
• Prepare data room and narrative for Series B / infra co-investment platform
A: reporting, dashboards, governance tooling
B: licensing and infra/sovereign negotiations
C: transaction prep (legal, banking, IR) June 2028
“These are forward-looking statements subject to risks and uncertainties that may cause actual results to differ materially.”
What are the major hurdles that the issuer expects to face in achieving its milestones?
The risks and uncertainties associated with the Issuer include but are not limited to:
# Risk / Hurdle Category Core Challenge Summary
1 Technology & Integration Risk Integrating energy systems, high-density GPUs, cooling, and RR-LM/FIaaS software into reliable, certifiable EIN units; early performance issues could delay pilots and weaken bankability.
2 Customer Adoption in Regulated Sectors Target buyers (healthcare, telco, finance, critical infrastructure, etc.) have slow procurement cycles, strict compliance demands, and bias toward incumbent hyperscalers, risking delayed deployment milestones.
3 Capital Markets & Financing Constraints The model straddles venture and infrastructure financing; raising the up to C$10,000,000 and then transitioning into SPVs/project finance depends on proven performance, strong contracts, and stable GPU economics.
4 Regulatory, Legal & Geopolitical Risk Energy permitting, hydrogen/LNG handling rules, AI governance, data sovereignty, healthcare compliance, and export controls may impact deployment timing, costs, and market access.
5 Market & Competitive Dynamics Hyperscalers, data-center operators, and GPU funds may undercut pricing or co-opt the “sovereign/edge AI” narrative; macro-AI demand or GPU oversupply shifts could erode utilization assumptions.
6 Execution, Organizational & Governance Risk Scaling a multidisciplinary team (energy, AI, infra finance, compliance) and aligning corporate equity holders with infra investors poses operational and strategy execution risks.
7 Energy Price & Resource Risk EIN economics depend on ultra-low-cost energy and stable hydrogen/LNG or renewable supply; changes in fuel pricing, grid tariffs, or Power Usage Effectiveness (“PUE”) performance could materially compress IRRs.
How are the funds raised from this financing expected to help the issuer advance its business and achieve one or more of the milestones?
The Issuer intends to use the net proceeds raised from the Offering to fund the corporate administrative work required to develop operating entities, and complete all required professional, accounting, audit and legal work in preparation for a financing which may involve private placements or a financing through the public markets.
The corporate equity will be used to fund:
• Platform & Intellectual Property (“IP”) – development of EIN reference designs, orchestration software, and RR-LM.
• Team & Operating Build-Out – expansion of engineering, energy operations, and commercial teams.
• Project Development & Special Purpose Vehicle (“SPVs”) – site identification, permitting, interconnection studies, and SPV formation for initial EIN deployments.
• Pilot & Demonstration Sites – co-funded reference sites with key healthcare and telecom partners.
Has the issuer entered any contracts that are important to its business?
The Issuer has entered into the following agreements that are material to its business, operations and financing activities:
1. Specific Patent and Related Materials Assignment Agreement between the Issuer and Micheal C. Withrow effective June 8, 2026.
2. CTO Agreement between the Issuer and Zoran Tadić dated January 1, 2026.
3. Consulting Agreement between the Issuer and Randy Rosiek dated October 1, 2025.
4. Consulting Agreement between the Issuer and Michael C. Withrow effective October 1, 2025, and assigned to Mr. Withrow’s consulting company 1589685 B.C. Ltd. on May 10, 2026.
5. CFO Agreement between the Issuer and Scott Munro, through Scott Munro’s consulting company, Munro Financial Corporation, dated April 20, 2025.
6. CEO Agreement between the Issuer and Terry O’Hearn dated November 1, 2025.
7. Advisor Agreement between the Issuer and Jorge Sebastião, through Jorge Sebastião’s consulting company, Bombastic Burgh, LDA, dated December 1, 2025
Has the issuer conducted any operations yet?
The Issuer has commenced aspects of core product development including creating a corporate website has been built that includes important investor relations information. Investor relations material is available and an infomercial has been created to communicate to investors. The Issuer has opened conversations with potential MOU partners for first EIN’s, sourcing energy supply and identifying first pilot sites. Intellectual Property (IP) has been developed, and provisional patents are filed with USPTO.
Where does the issuer see its business in 3, 5, and 10 years?
The Issuer plans to evolve from an innovative pilot-stage AI data centre solution and into a global AI infrastructure platform with compounding recurring revenue, infrastructure-backed valuations, and systemic strategic importance.
Investor Strategic Outlook
A visionary view of what the company becomes through successful capitalization, execution excellence, and systemic risk mitigation. This document outlines how a pioneering AI–energy infrastructure (data centre) platform evolves into a sovereign-scale force reshaping national capability, industry modernization, and data independence.
Year 3 — Emergence of a New Category
The Issuer is recognized as the credible architect of AI infrastructure. Early deployments validate performance and trust in regulated environments. FIaaS and RR-LM prove commercially viable, establishing the foundation for replication, recurring revenue streams, and the first waves of institutional confidence.
Year 5 — Acceleration and Infrastructure Flywheel
A scaling engine takes shape: infrastructure capital fuels rapid deployment, customer acquisition costs fall through ecosystem leverage, and the platform becomes the preferred alternative to hyperscalers for privacy-critical, mission-dependent, and economically optimized AI operations. A defensible moat emerges through data governance, compliance, and energy-optimized compute economics.
Year 10 — AI Infrastructure Platform
The Issuer becomes a global backbone for nations, health systems, banks, telecom networks, utilities, and industrial automation. EIN networks span continents, FIaaS becomes the standard for federated regulated AI, and RR-LM becomes the embedded orchestration intelligence of energy-efficient compute. The enterprise is viewed not as a vendor but as a strategic asset class—systemic, durable, and irreplaceable.
Board & Investor Governance Priorities
• Year 3: Execution certainty, capital discipline, pilot proof, market validation
• Year 5: Scaling risk, jurisdictional expansion, IP leadership, competitive pre-emption
• Year 10: National security implications, sovereign alignment, leadership succession, and capital architecture
Strategic Decision Gates
Gate 1 — Pilot Proof Threshold: unlocks commercialization velocity and infrastructure
co-investment
Gate 2 — SPV Replication Threshold: transitions the model into capital-efficient exponential scaling
Gate 3 — Sovereign Infrastructure Threshold: elevates the Issuer into geopolitical and national priority domains
“These are forward-looking statements subject to risks and uncertainties that may cause actual results to differ materially.”
What are the issuer's future plans and hopes for its business and how does it plan to get there?
The issuer intends to continue development of Platform & IP – development of EIN reference designs, orchestration software, and RR-LM.
Team & Operating Build-Out – expansion of engineering, energy operations, and commercial teams.
Project Development & SPVs – site identification, permitting, interconnection studies, and SPV formation for initial EIN deployments.
Pilot & Demonstration Sites – co-funded reference sites with key healthcare and telecom partners.
The Issuer will need to undertake and achieve extensive financing and capital raising activities, and extensive ongoing product development and deployment plan in key global markets.
What is the issuer's management experience in running a business or in the same industry?
Terry O’Hearn – Director, Interim Chief Executive Officer & Co-Founder
Terry O’Hearn leads overall guidance, governance, and capital structuring for DDAI’s EIN platform and federated network. A veteran entrepreneur with 30+ years in public markets, corporate finance, blockchain, and AI-integrated healthcare, he has founded and led multiple companies across commodities, technology, and consumer services, with a long operational history in Alberta and Western Canada. For the Issuer, Terry’s mandate is to align institutional capital, project developers, and regulated customers around scalable, energy-aware AI deployments, enabling hospitals, banks, telcos, and industrial operators to run advanced models on their own data while preserving privacy and compliance.
Zoran Tadić – Chief Technology Officer & Director
Zoran Tadić is a technology strategist and AI infrastructure leader with 20+ years’ experience designing secure, mission-critical systems for healthcare, finance, and energy. An early pioneer in conversational AI and core developer of A.L.I.C.E., he has led large digital transformation programs, including modernization of IT and data systems for one of Southeast Europe’s largest clinical centers. His background spans cybersecurity, blockchain, and green technology platforms as well as global process optimization roles at AVG and Avast. As CTO and board member, he helps shape DDAI’s roadmap for EINs and FIaaS, ensuring they meet the demanding security and compliance needs of regulated and sovereign customers.
Dan Echino – Director
Dan Echino is an energy sector executive with 50+ years of operational leadership. Co-founder of Calroc Industries and CEO of Calroc Industries. Brings deep expertise in industrial manufacturing scale-up, field deployment, and energy asset integration, supporting scalable execution of Energy Intelligence Nodes within producing environments.
Dr. Shuang Xie – Director
Dr. Xie is an advanced materials and hydrogen systems expert with 30+ years of experience. Ms. Xie is the former Chief Scientist at ASTRIS Energy Inc., holding 20+ patents. Provides oversight on hybrid energy integration, materials resilience, and hydrogen-forward infrastructure supporting durable, energy-native AI deployments.
J. Scott Munro, MBA – Chief Financial Officer
J. Scott Munro is a CFO and capital markets executive with 30+ years across public and private companies in Canada and the U.S. Scott has led $100M+ in M&A, financings, and public listings. He oversees financial governance, capital structuring, reporting, and exchange readiness to support DDAI’s development of bankable infrastructure-grade AI assets. Mr. Munro has a strong background in accounting and corporate finance, including 18 years of U.S. and over 25 years of Canadian public corporation reporting, M&A, and deal structuring.
Jorge Sebastião, CISSP – Senior Advisor, Global Technology & Ecosystem Strategist
Jorge Sebastião is a Global ICT leader with 37+ years in cybersecurity, AI, and data center ecosystems. Former CTO Ecosystem at Huawei MEA, overseeing a US$200M infrastructure portfolio. Advises on cybersecurity architecture, ecosystem partnerships, and AI infrastructure positioning. Jorge has extensive experience in Data Center, Cloud Computing, AI and Software Solutions with his time spent 10 Years at Computer Associates as Technology Director, 5 Years as CTO Huawei, and Founder of Cyber Security company of over 10 Years.
Does the issuer have business premises from which it can operate its business?
Yes
How many employees does the issuer have? How many does it need?
The Issuer currently has no employees. All services are independently contracted and provided by management, consultants and contractor staff primarily focused on information technology development and corporate services work.
Indicate whether the issuer is a corporation, a limited partnership, a general partnership, an association (as defined under the Instrument) or other.
Corporation
Indicate the province, territory, or state where the issuer is incorporated or organized.
British Columbia
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
The Issuer’s certificate of incorporation, notice of articles and articles can be viewed at the Head Office of the Issuer.
Issuer's Operations
Has never conducted operations
Is in the development stage
Is currently conducting operations
Financial statements available
Information for purchasers: If you receive financial statements from an issuer conducting a crowdfunding distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this offering document. You should also consider seeking advice from an accountant or an independent financial adviser about the information in the financial statements.
Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities:
27,891,070 Common shares
Management
Full legal name: Terry O’Hearn
Municipality of residence: Kuala Lumpur, Malaysia
Position at issuer: Interim CEO, Director
Principal occupation for the last five years: Executive
Expertise, education, and experience that is relevant to the issuer's business:
Terry O’Hearn leads overall guidance, governance, and capital structuring for DDAI’s EIN platform and federated network. He is a veteran entrepreneur with 30+ years in public markets, corporate finance, blockchain, and AI-integrated healthcare, he has founded and led multiple companies across commodities, technology, and consumer services, with a long operational history in Alberta and Western Canada. At DDAI, Terry’s mandate is to align institutional capital, project developers, and regulated customers around scalable, energy-aware AI deployments, enabling hospitals, banks, telcos, and industrial operators to run advanced models on their own data while preserving privacy and compliance.
Number and type of securities of the issuer owned: 6,000,000 Common Shares and 250,000 Stock Options
Date securities were acquired and price paid for the securities: 6,000,000 Common Shares at a price of $1.00/6,000,000 per share on January 1, 2026, Options Granted May 27, 2026 and exercisable at $0.10 for 5 yrs
Percentage of the issuer's securities held as of the date of this offering document: 22.21%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Full legal name: Zoran Tadić
Municipality of residence: Zemen, Serbia
Position at issuer: CTO, Director
Principal occupation for the last five years: CTO
Expertise, education, and experience that is relevant to the issuer's business:
Zoran Tadić is a technology strategist and AI infrastructure leader with 20+ years’ experience designing secure, mission-critical systems for healthcare, finance, and energy. He is an early pioneer in conversational AI and core developer of A.L.I.C.E., he has led large digital transformation programs, including modernization of IT and data systems for one of Southeast Europe’s largest clinical centers. His background spans cybersecurity, blockchain, and green technology platforms as well as global process optimization roles at AVG and Avast. As CTO and board member, he helps shape DDAI’s roadmap for EINs and FIaaS, ensuring they meet the demanding security and compliance needs of regulated and sovereign customers.
Number and type of securities of the issuer owned: 2,500,000 Common Shares and 250,000 Stock Options
Date securities were acquired and price paid for the securities: 2,500,000 Common Shares at a price of $1.00/2,500,000 per share on January 1, 2026 and Options Granted May 27, 2026 and exercisable at $0.10 for 5 yrs
Percentage of the issuer's securities held as of the date of this offering document: 9.77%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Full legal name: Dan Echino
Municipality of residence: Lloydminster, AB
Position at issuer: Director
Principal occupation for the last five years: Former CEO
Expertise, education, and experience that is relevant to the issuer's business:
Dan Echino, is an energy sector executive with 50+ years of operational leadership. Co-founder of Calroc Industries and CEO of Calroc Industries. He brings deep expertise in industrial manufacturing scale-up, field deployment, and energy asset integration, supporting scalable execution of Energy Intelligence Nodes within producing environments.
Number and type of securities of the issuer owned: 250,000 Stock Options
Date securities were acquired and price paid for the securities: Granted May 27, 2026 and exercisable at $0.10 for 5 yrs
Percentage of the issuer's securities held as of the date of this offering document: 0.89%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Full legal name: Dr. Shuang Xie
Municipality of residence: Richmond, BC, Canada
Position at issuer: Director
Principal occupation for the last five years: Scientist
Expertise, education, and experience that is relevant to the issuer's business:
Dr. Shuang Xie is an advanced materials and hydrogen systems expert with 30+ years of experience. Dr. Xie is the former Chief Scientist at ASTRIS Energy Inc., holding 20+ patents. She provides technical expertise and oversight to the Issuer for hybrid energy integration, materials resilience, and hydrogen-forward infrastructure supporting durable, and energy-native AI deployments.
Number and type of securities of the issuer owned: 250,000 Stock Options
Date securities were acquired and price paid for the securities: Granted May 27, 2026 and exercisable at $0.10 for 5 yrs
Percentage of the issuer's securities held as of the date of this offering document: 0.89%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Full legal name: James Scott Munro
Municipality of residence: Surrey, BC, Canada
Position at issuer: CFO
Principal occupation for the last five years: CFO
Expertise, education, and experience that is relevant to the issuer's business:
J. Scott Munro, MBA, is CFO of the Issuer and a capital markets c-suit executive with 30+ years across public and private companies in Canada and the U.S. Scott has led $100M+ in M&A, financings, and public listings. He oversees financial governance, capital structuring, reporting, and exchange readiness to support DDAI’s development of bankable infrastructure-grade AI assets. Mr. Munro has a strong background in accounting and corporate finance, including 18 years of U.S. and over 25 years of Canadian public Corporation reporting, M&A, and deal structuring.
Number and type of securities of the issuer owned: 1,000,000 Common Shares and 250,000 Stock Options
Date securities were acquired and price paid for the securities: 1,000,000 Common Shares at a price of $1.00/1,000,000 per share on January 1, 2026 and Options Granted May 27, 2026 and exercisable at $0.10 for 5 yrs
Percentage of the issuer's securities held as of the date of this offering document: 4.44%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Full legal name: Jorge Sebastião
Municipality of residence: Castelo Mação, Portugal
Position at issuer: Senior Advisor
Principal occupation for the last five years: COO
Expertise, education, and experience that is relevant to the issuer's business:
Jorge Sebastião, COO of the Issuer, is a Global ICT leader with 37+ years in cybersecurity, AI, and data center ecosystems. Former CTO Ecosystem at Huawei MEA, overseeing a US$200M infrastructure portfolio. He advises the Issuer on cybersecurity architecture, ecosystem partnerships, and AI infrastructure positioning. Jorge has extensive experience in Data Center, Cloud Computing, AI and Software Solutions with his time spent 10 Years at Computer Associates as Technology Director, 5 Years as CTO Huawei, and Founder of Cyber Security company of over 10 Years.
Number and type of securities of the issuer owned: 500,000 Stock Options
Date securities were acquired and price paid for the securities: Granted May 27, 2026 and exercisable at $0.10 for 5 yrs
Percentage of the issuer's securities held as of the date of this offering document: 1.76%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Full legal name: Michael Withrow
Municipality of residence: Blind Bay, BC Canada
Position at issuer: Control Person
Principal occupation for the last five years: Advisor
Expertise, education, and experience that is relevant to the issuer's business:
Michael Withrow is a is an entrepreneur, inventor, and biotechnology executive with over 30 years of experience in financial technology, artificial intelligence, processing systems, and bioactive natural compounds. He began his career as a floor trader in Vancouver and later founded PowerTrader Inc., an early provider of real-time global financial data feeds delivered over the internet to personal computers. Mr. Withrow has led the development of patented and proprietary technologies in both data systems and biotechnology, including nitric oxide–enhancing nutritional supplements, pharmaceutical-grade production systems, natural wound-healing formulations, and AI-driven compound identification platforms. His intellectual property activities include a filed patent relating to the use of artificial intelligence for combination therapy and the company’s Recursive reasoning-controlled hybrid hydrogen/LNG data-centre PODs for secure healthcare inference. He has also served on the boards of multiple public companies. Mr. Withrow studied Marketing Management and Entrepreneurship at BCIT.
Number and type of securities of the issuer owned: 6,000,000 Common Shares (1) and 500,000 Stock Options (1) Indirectly held through Michael Withrow’s consulting company, 1589685 B.C. Ltd.
Date securities were acquired and price paid for the securities: 6,000,000 Common Shares at a price of $1.00/6,000,000 per share on January 1, 2026 and Options Granted May 27, 2026 and exercisable at $0.10 for 5 yrs
Percentage of the issuer's securities held as of the date of this offering document: 22.89%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Full legal name: Randy Rosiek
Municipality of residence: Victoria, BC Canada
Position at issuer: Control Person
Principal occupation for the last five years: Businessman
Expertise, education, and experience that is relevant to the issuer's business:
Randy Rosiek is a seasoned public market expert with over 25 years of experience in supporting certain private and public companies across diverse industries. He brings years of public market trading expertise in assisting companies grow their retail and institutional investor base.
Number and type of securities of the issuer owned: 6,000,000 Common Shares and 500,000 Stock Options
Date securities were acquired and price paid for the securities: 6,000,000 Common Shares at a price of $1.00/6,000,000 per share on January 1, 2026 and Options Granted May 27, 2026 and exercisable at $0.10 for 5 yrs
Percentage of the issuer's securities held as of the date of this offering document: 22.89%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Start-Up Crowdfunding Distribution
Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution:
Vested Technology Corp. (Vested.ca)
List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available:
British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan, Yukon
The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal):
90 days after the date on this offering document
The date(s) and description of any amendment(s) made to this offering document, if any:
N/A
Type Of Securities Being Issued
Type of securities being offered: Common Shares
Voting rights: Each common shares of the Issuer (each, a “Share”) being offered at the Offering entitles the holder to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each Share held.
Dividends: Dividends may be paid on Shares from available net income if and when declared by the directors of the Issuer.
Rights on dissolution: All Shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.
Conversion rights (describe what each security is convertible into): Not applicable. The Shares are non-convertible into any other type of security.
Tag-along rights: N/A
Drag-along rights: N/A
Pre-emptive rights: N/A
Other:
N/A
Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights:
N/A
Offering Details
Total Amount ($) Total number of eligible securities issuable Minumum offering amount $5,000 25,000 Maximum offering amount $1,500,000 7,500,000 Price per eligible security $0.20 Minimum investment amount per purchaser: $100
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Data Demand AI Inc. that are raised using other prospectus exemptions.
Use of Funds
Information about any funds previously raised by the issuer:The amount of funds previously raised: $389,107
How the issuer raised those funds:
Direct contacts of officers and directors through subscription agreements
If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:
Accredited investors plus friends and family exemptions
Information about funds that will be raised from this crowdfunding distribution:How the issuer used those funds:
General working capital and professional fees.
Description of intended use of funds listed in order or priority: Total amount ($) Assuming minimum offering amount Assuming maximum offering amount General Working Capital $4,600 $1,380,000 Portal Fees $400 $120,000 TOTAL $5,000 $1,500,000 Previous Start-Up Crowdfunding Distributions
Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:
The full legal name of the issuer that made the distribution: N/A
The name of the funding portal: N/A
Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: N/A
Compensation Paid To Funding Portal
The commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:
1. Compensation:
1.1. In consideration of the Services, Issuer agrees to pay to Vested the following fees:
(a) Set-Up Fee: Vested charges a one-time Set-Up fee (the “Set-Up Fee”) in the amount of $5,000. The Set-Up Fee is refundable upon meeting the crowdfunding minimum raise amount of $5,000. If the crowdfunding minimum is not met, Vested will retain the Set-Up Fee. The fee shall be credited to the final payment proceeds at closing.
(b) Portal Fee: Portal fee (the “Portal Fee”) shall be calculated as 5% of the aggregate amount of actual gross proceeds raised in the Offering (“Offering Proceeds”); payable upon each date funds are released to Issuer and automatically deducted from the Subscription Amounts.
(c) Payment Processing Fees: Payment processing fees (the “Processing Fees”) calculated as 2.9% of Offering Proceeds and further $0.30 per each Investor Subscription plus $200 for filing the 45-106F1 report with the BCSC shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Subscription Amounts released to the Issuer. The Processing Fees are subject to change without notice.
(d) Compensation Shares: Issuer shall issue to Vested, at Offering Close, 200,000 Shares (the "Compensation Shares").
(collectively, the "Fees").
Risk Factors
Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:
Investment in the Shares is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all inclusive:
(a) The Issuer was only recently incorporated, has not commenced commercial operations, and has no assets other than cash. It has no history of earnings and will not generate earnings or pay dividends in the near future.
(b) Investment in the Shares is highly speculative given the proposed nature of the Issuer’s business and its present stage of development.
(c) The directors and officers of the Issuer will only devote a portion of their time to the business and affairs of the Issuer and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.
(d) There can be no assurance that the Issuer will be successful in filing a prospectus, in which case the Shares will have no economic value. The Shares are subject to an indefinite hold period, and the investor may have no ability to sell its Shares.
(e) There can be no assurance that an active and liquid market for the Issuer’s Shares will develop, and an investor may find it difficult to resell its Shares.
(f) Any transaction may be financed in all or part by the issuance of additional securities by the Issuer and this may result in dilution to the investor, which dilution may be significant, and which may also result in a change of control of the Issuer.
(g) The Issuer currently has no employees and relies on contractors and consultants to carry out its operations. The Issuer’s ability to achieve its planned milestones, including engineering, certification, pilot deployment, software development, regulatory compliance and customer onboarding activities, depends on its ability to attract, retain and effectively manage qualified personnel and service providers. Failure to do so may delay or prevent the execution of the Issuer’s business plan and could adversely affect its business and prospects.
(h) Technology Stack Development and Integration Risk. The Issuer’s EIN technology stack, including the Conductor orchestration system, RR-LM reasoning layer, MDAP, FIaaS federation layer, telemetry integrations, and DCIM/EMS/BMS interfaces, remains under development. MDAP is intended to decompose larger operating objectives into deterministic sub-plans and support reliability through candidate generation, voting or selection processes, and red-flag override logic. There can be no assurance that MDAP or any other component of the EIN technology stack will be successfully developed, validated, integrated, secured, certified, or commercially deployed on the timelines currently anticipated or at all. Failure to complete or validate these components could delay pilot deployments, increase costs, reduce customer adoption, or materially impair the Issuer’s business plan.
As a result of these factors, an investment in the Shares is only suitable for those investors who are willing to rely solely on the management of the Issuer and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Shares.
We do not currently have the financial resources to pay [interest, dividends or distributions] to investors. There is no assurance that we will ever have the financial resources to do so.
Reporting Obligations
Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:
The Issuer does not anticipate providing purchasers with any additional disclosure, except as may be required under applicable laws.
If the issuer is required by corporate legislation, its constating documents (e.g., articles of incorporation or by-laws) or otherwise to provide annual financial statements or an information circular/proxy statements to its security holders, state that fact.
Pursuant to the Business Corporations Act (British Columbia), the Company is required to provide its annual financial statements to its shareholders and appoint an auditor, unless unanimously waived by the shareholders. These financial statements must be produced and published within six months of the company financial year end. Also, the company is required to hold an annual general meeting of shareholders each calendar year and within 15 months of its previous annual general meeting.
If the issuer is aware, after making reasonable inquiries, of any existing voting trust agreement among certain shareholders of the issuer, provide the information:
The number of shareholders party to the agreement: N/A
The percentage of voting shares of the issuer subject to the agreement: N/A
The name of the person acting as a trustee: N/A
Whether the trustee has been granted any additional powers: N/A
Whether the agreement is limited to a specified period of time: N/A
Resale Restrictions
The securities you are purchasing are subject to a resale restriction. You might never be able to resell the securities.
Purchaser's Rights
Rights of Action in the Event of a Misrepresentation
If there is a misrepresentation in this offering document, you have a right:
a) to cancel your agreement with Data Demand AI Inc. to buy these securities, or
b) to damages against Data Demand AI Inc. and may, in certain jurisdictions, have the statutory right to damages from other persons.
These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.
Two day cancellation right:
You may cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal not later than midnight on the second business day after you enter into the agreement. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice tothe funding portal not later than midnight on the second business day after the funding portal provides you notice of the amendment.
- Position at Issuer: Interim CEO, Director
- Municipality of Residence: Kuala Lumpur, Malaysia
- Email Address: N/A
- Principal Occupation for the Last Five Years: Executive
About:
Terry O’Hearn leads overall guidance, governance, and capital structuring for DDAI’s EIN platform and federated network. He is a veteran entrepreneur with 30+ years in public markets, corporate finance, blockchain, and AI-integrated healthcare, he has founded and led multiple companies across commodities, technology, and consumer services, with a long operational history in Alberta and Western Canada. At DDAI, Terry’s mandate is to align institutional capital, project developers, and regulated customers around scalable, energy-aware AI deployments, enabling hospitals, banks, telcos, and industrial operators to run advanced models on their own data while preserving privacy and compliance.
- Position at Issuer: CTO, Director
- Municipality of Residence: Zemen, Serbia
- Email Address: N/A
- Principal Occupation for the Last Five Years: CTO
About:
Zoran Tadić is a technology strategist and AI infrastructure leader with 20+ years’ experience designing secure, mission-critical systems for healthcare, finance, and energy. He is an early pioneer in conversational AI and core developer of A.L.I.C.E., he has led large digital transformation programs, including modernization of IT and data systems for one of Southeast Europe’s largest clinical centers. His background spans cybersecurity, blockchain, and green technology platforms as well as global process optimization roles at AVG and Avast. As CTO and board member, he helps shape DDAI’s roadmap for EINs and FIaaS, ensuring they meet the demanding security and compliance needs of regulated and sovereign customers.
- Position at Issuer: Director
- Municipality of Residence: Lloydminster, AB
- Email Address: N/A
- Principal Occupation for the Last Five Years: Former CEO
About:
Dan Echino, is an energy sector executive with 50+ years of operational leadership. Co-founder of Calroc Industries and CEO of Calroc Industries. He brings deep expertise in industrial manufacturing scale-up, field deployment, and energy asset integration, supporting scalable execution of Energy Intelligence Nodes within producing environments.
- Position at Issuer: Director
- Municipality of Residence: Richmond, BC, Canada
- Email Address: N/A
- Principal Occupation for the Last Five Years: Scientist
About:
Dr. Shuang Xie is an advanced materials and hydrogen systems expert with 30+ years of experience. Dr. Xie is the former Chief Scientist at ASTRIS Energy Inc., holding 20+ patents. She provides technical expertise and oversight to the Issuer for hybrid energy integration, materials resilience, and hydrogen-forward infrastructure supporting durable, and energy-native AI deployments.
- Position at Issuer: CFO
- Municipality of Residence: Surrey, BC, Canada
- Email Address: scott@datademandai.com
- Principal Occupation for the Last Five Years: CFO
About:
J. Scott Munro, MBA, is CFO of the Issuer and a capital markets c-suit executive with 30+ years across public and private companies in Canada and the U.S. Scott has led $100M+ in M&A, financings, and public listings. He oversees financial governance, capital structuring, reporting, and exchange readiness to support DDAI’s development of bankable infrastructure-grade AI assets. Mr. Munro has a strong background in accounting and corporate finance, including 18 years of U.S. and over 25 years of Canadian public Corporation reporting, M&A, and deal structuring.
- Position at Issuer: Senior Advisor
- Municipality of Residence: Castelo Mação, Portugal
- Email Address: N/A
- Principal Occupation for the Last Five Years: COO
About:
Jorge Sebastião, COO of the Issuer, is a Global ICT leader with 37+ years in cybersecurity, AI, and data center ecosystems. Former CTO Ecosystem at Huawei MEA, overseeing a US$200M infrastructure portfolio. He advises the Issuer on cybersecurity architecture, ecosystem partnerships, and AI infrastructure positioning. Jorge has extensive experience in Data Center, Cloud Computing, AI and Software Solutions with his time spent 10 Years at Computer Associates as Technology Director, 5 Years as CTO Huawei, and Founder of Cyber Security company of over 10 Years.
- Position at Issuer: Control Person
- Municipality of Residence: Blind Bay, BC Canada
- Email Address: N/A
- Principal Occupation for the Last Five Years: Advisor
About:
Michael Withrow is a is an entrepreneur, inventor, and biotechnology executive with over 30 years of experience in financial technology, artificial intelligence, processing systems, and bioactive natural compounds. He began his career as a floor trader in Vancouver and later founded PowerTrader Inc., an early provider of real-time global financial data feeds delivered over the internet to personal computers. Mr. Withrow has led the development of patented and proprietary technologies in both data systems and biotechnology, including nitric oxide–enhancing nutritional supplements, pharmaceutical-grade production systems, natural wound-healing formulations, and AI-driven compound identification platforms. His intellectual property activities include a filed patent relating to the use of artificial intelligence for combination therapy and the company’s Recursive reasoning-controlled hybrid hydrogen/LNG data-centre PODs for secure healthcare inference. He has also served on the boards of multiple public companies. Mr. Withrow studied Marketing Management and Entrepreneurship at BCIT.
- Position at Issuer: Control Person
- Municipality of Residence: Victoria, BC Canada
- Email Address: N/A
- Principal Occupation for the Last Five Years: Businessman
About:
Randy Rosiek is a seasoned public market expert with over 25 years of experience in supporting certain private and public companies across diverse industries. He brings years of public market trading expertise in assisting companies grow their retail and institutional investor base.
All Team Members & Relevant Parties
Terry O’Hearn
Zoran Tadić
Dan Echino
Dr. Shuang Xie
James Scott Munro
Jorge Sebastião
Michael Withrow
Randy Rosiek
News & Updates
Data Demand AI Inc. doesn't have any updates yet. Stay tuned!$104,400 raised0 Investors Needed
145Offering up to 7,500,000 Common Shares at $ 0.20
Minimum Investment: $100
Funding Closed
145 Investors (Seeking 140)
This project will only be financed if at least $5,000 is raised by Jul 29, 2026
Note: All funds are expressed in Canadian dollars.
Make a selection to confirm your participation as a crowdfunder: