SAUDI DEFENSE & INFRASTRUCTURE FUND

KMWSH SAUDI DEFENSE & INFRASTRUCTURE FUND I (KMWSH SDIF I)

ONE-PAGER

Fund Name: KMWSH SDIF (Saudi Dual-Use Infrastructure Fund I)
Target Jurisdiction: Kingdom of Saudi Arabia – Riyadh (KSA Financial District / RSI)
Fund Structure: Closed-end, Delaware-style limited partnership with a dedicated special purpose vehicle registered in Riyadh, KSA.
Asset Focus: Sovereign dual-use infrastructure comprising the Saudi SIINA AI cognitive layer, a nationwide sovereign wireless grid, and a 250-plus unit eVTOL fleet for urban air mobility and defense applications.

FUND MECHANICS SUMMARY

Target Fund Size: The fund targets USD 1.5 billion, with a hard cap of USD 1.8 billion.

Investment Parameters: The minimum investment is USD 5 million for institutional investors and USD 1 million for family offices. The fund term is 10 years, with two optional one-year extensions. The investment period covers the first four years.

Dual-Asset Allocation: 60% of committed capital is allocated to core infrastructure, including grid infrastructure, the eVTOL fleet, and passive radar nodes. The remaining 40% is allocated to AI and data monetization, covering the Saudi SIINA cognitive layer, data licensing, and sovereign analytics.

QUARTERLY DISTRIBUTION CALCULATION

Distribution Formula: Distributions commence from Year 2, Quarter 1. Distributable cash equals 75% of commercial revenue plus 100% of defense and government service revenue, minus operating expenses and reserve contributions.
Revenue Treatment: 75% of commercial revenue from urban air mobility, logistics, 5G leasing, tourism, and data licensing is distributed quarterly. 100% of government and defense service revenue from contracted defense capability fees and emergency response retainers is distributed quarterly.
Reserve Mechanism: 10% of gross cash flow is held in a liquidity reserve. The reserve is capped at 8% of net asset value.
Distribution Priority Order: First, 100% return of capital to limited partners. Second, a preferred return of 8% per annum, non-compounding. Third, an 80/20 catch-up to the general partner until the general partner receives 20% of cumulative distributions. Thereafter, 80% to limited partners and 20% to the general partner.

PERFORMANCE WATERFALL

General Partner Share by Return Tier:

Up to 8% net IRR: 0% to general partner, 100% to limited partners.
Between 8% and 15% net IRR: 15% to general partner, 85% to limited partners.
Between 15% and 25% net IRR: 25% to general partner, 75% to limited partners.
Above 25% net IRR: 30% to general partner, 70% to limited partners.

Catch-up and Clawback: The general partner catch-up provides 100% of distributions after the 8% hurdle until the general partner reaches 20% of cumulative distributions. The clawback is unconditional with joint and several liability.

FEES AND STRUCTURE

Fee Schedule: The management fee is 1.5% of committed capital during the investment period, stepping down to 1.25% of invested capital thereafter. The performance fee follows the waterfall structure above. Organizational costs are capped at 0.5% of fund size and amortized over the first three years.
Legal and Administrative: The legal structure is a KSA Limited Partnership. The general partner is KMWSH Capital Ltd, registered in Riyadh. Custody is held by a Tier-1 KSA bank, such as NCB or Al Rajhi, with segregated accounts. Audit is conducted by a Big 4 firm, Deloitte or PwC KSA.

KEY ASSET SUMMARY (KSA-LOCALIZED)

Sovereign Wireless Grid: Primary use includes 5G and 6G connectivity, passive radar, and emergency communications. The revenue model comprises 15- to 20-year indefeasible rights of use leased to STC, Mobily, and Zain KSA.
eVTOL Fleet (250+ units): Primary use includes urban air mobility, cargo transport, medical evacuation, and infrastructure inspection. The revenue model includes per-flight fees plus government service contracts for NEOM, Riyadh, Jeddah, and Dammam.
Saudi SIINA AI Platform: Primary use includes threat detection, data analytics, and smart city integration. The revenue model includes software-as-a-service licensing, data licensing, and defense capability fees paid by the Saudi Ministry of Defense.

RISK AND MITIGATION

Technology Deployment Risk: Mitigated through phased rollout with contracted milestone penalties.

Regulatory Uncertainty Risk: Mitigated through pre-signed concession agreements with KSA government entities, including the Ministry of Defense, Ministry of Municipal and Rural Affairs, NEOM, and the Royal Commission for AlUla.
Dual-Use Classification Risk: Mitigated by structuring the fund under KSA sovereign technology exemptions administered by SDAIA and the Public Investment Fund.
Liquidity Mismatch Risk: Mitigated through a 10% liquidity reserve and a staggered asset deployment schedule.

TARGET RETURNS (KSA)

Net IRR: 19% to 24%.
Net MOIC: 2.5× to 3.2×.
Average annual distribution yield (Years 2 through 6): 8% to 12%.

KMWSH SDIF FUND – PITCH DECK (3 Pages)

PAGE 1: THE OPPORTUNITY – A NEW ASSET CLASS FOR THE 21ST CENTURY (KSA)

The Thesis:

The Kingdom of Saudi Arabia is building the world's first sovereign, dual-use infrastructure that merges national defense with commercial revenue generation. The Omega Architecture, comprising the Saudi SIINA AI platform, a nationwide sovereign wireless grid, and a 250-plus unit eVTOL fleet, is projected to capture over USD 150 billion in global dual-use infrastructure investment by 2036.

Why Now:

The regional threat environment demands autonomous, loyalty-locked defense capability at approximately one-tenth the cost of traditional layered defense systems. KSA's Vision 2030, with its USD 800 billion-plus technology and logistics diversification agenda, creates immediate commercial anchors for dual-use assets. These assets generate peacetime cash flow while providing crisis-response capability without incremental capital expenditure.

Market Tailwinds:

Urban air mobility is accelerating, with NEOM, Riyadh, and Jeddah targeting 30% of passenger trips as autonomous by 2030.
Sovereign AI investment is surging, with GCC nations allocating over USD 50 billion to indigenous AI capabilities, led by SDAIA in KSA.
Critical infrastructure protection spending is growing at a projected 34% compound annual growth rate for passive radar and counter-UAS systems from 2026 to 2036.

KMWSH SDIF Positioning:

KMWSH SDIF is the first institutional fund structured to own, operate, and monetize sovereign dual-use infrastructure under long-term KSA government concessions from the Public Investment Fund, the Ministry of Defense, and NEOM. The fund provides exposure to defense-hardened infrastructure with commercial revenue stacking across 12 sectors, from tourism to healthcare to telecommunications.

PAGE 2: THE DUAL-ENGINE MODEL – HOW THE FUND GENERATES RETURNS (KSA)

Engine 1: Core Infrastructure (60% of Capital)

Sovereign Wireless Grid: The assets include 5G and 6G towers, fiber backbone, and spectrum licenses. Revenue streams comprise 20-year indefeasible rights of use to STC, Mobily, and Zain KSA, as well as private enterprise networks for industrial zones in KAEC, Jazan, and NEOM.
eVTOL Fleet (250+ aircraft): Aircraft variants include passenger, cargo, medical evacuation, and infrastructure inspection. Revenue streams include per-flight fees for urban air mobility ranging from USD 500 to 800 per flight, logistics fees from USD 200 to 400 per flight, and medical evacuation fees from USD 3,000 to 5,000 per mission.
Passive Radar Nodes: The assets are distributed sensors integrated with the wireless grid. Revenue streams consist of defense capability fees under contracted annual retainer agreements with the Saudi Ministry of Defense.

Stabilized Year 3 Revenue Mix for KSA:

45% from telecommunications leasing.
35% from air mobility and logistics.
20% from government defense services.

Engine 2: AI and Data Monetization (40% of Capital)

Saudi SIINA AI Platform: The assets include the cognitive layer for threat detection, smart city integration, and environmental monitoring. Revenue streams comprise software-as-a-service licensing to government entities with a minimum contracted revenue of SAR 200 million annually.
Sovereign Data Licensing: The assets include anonymized geospatial, atmospheric, and infrastructure health data. Revenue streams consist of licensing to insurance risk modelers, global technology firms, and climate analytics platforms.
National Digital Identity: The assets include AI-backed verification services integrated with the Absher platform. Revenue streams consist of transaction fees from banking and government service providers.

Data Revenue Projections for KSA:

Year 3: USD 50 million.
Year 6: USD 130 million.
Year 10: Over USD 280 million with 70% margins.

Synergy Multiplier:

The same eVTOL aircraft that generate commercial passenger revenue perform defense surveillance and electronic warfare under government contract during crises. The same wireless grid that powers 5G connectivity functions as a passive radar network for gap-free air defense. Each asset serves two balance sheets, commercial and defense, without duplication of capital expenditure.

Return Mechanics by Year for KSA

Year 1: Commercial revenue is projected at USD 15 million, government contracts at USD 10 million, and total cash flow at USD 25 million. Distribution per LP unit is 0% as cash is reinvested.
Year 2: Commercial revenue reaches USD 50 million, government contracts USD 30 million, and total cash flow USD 80 million. Distribution per LP unit is 4.5%.
Year 3: Commercial revenue reaches USD 120 million, government contracts USD 55 million, and total cash flow USD 175 million. Distribution per LP unit is 9.2%.
Year 4: Commercial revenue reaches USD 200 million, government contracts USD 75 million, and total cash flow USD 275 million. Distribution per LP unit is 12.0%.
Year 5: Commercial revenue reaches USD 280 million, government contracts USD 95 million, and total cash flow USD 375 million. Distribution per LP unit is 14.5%.

PAGE 3: TIMELINE, STRUCTURE AND NEXT STEPS (KSA)

Deployment Timeline

Phase 1 – Grid and AI Core (Years 1 to 2): Deploy 40% of the wireless grid. Make the Saudi SIINA platform operational. Sign first defense contracts with the Ministry of Defense.

Phase 2 – eVTOL Fleet Rollout (Years 2 to 3): Place 150 aircraft in service. Secure approval for urban air mobility routes, including the Riyadh-to-Jeddah corridor and NEOM internal routes.

Phase 3 – National Scale (Years 4 to 5): Achieve full grid coverage. Operate 250-plus aircraft. Launch the data monetization platform live.

Phase 4 – Export and Expansion (Years 6 to 10): Integrate regionally with other GCC nations. License technology to allied nations.

Legal Structure and Governance for KSA

Fund Entity: KMWSH SDIF LP, registered in Riyadh.
General Partner: KMWSH Capital Ltd, licensed in KSA.
Investment Committee: Comprises three general partner representatives plus two limited partner advisors, with a majority limited partner veto on key decisions.
Advisory Board: Includes former KSA defense, telecommunications, and NEOM leaders.
Sovereign Alignment: Oversight is provided by SDAIA (Saudi Data and AI Authority) and the Public Investment Fund.

Key Terms for KSA

Concessions: The fund holds 20-year exclusive rights for passive radar integration and a 15-year wireless grid operating license.

Offtake Agreements: Signed with STC, Mobily, Zain KSA, the Ministry of Defense, NEOM, the Royal Commission for AlUla, SEHA (healthcare), and Saudi Aramco for energy logistics.

Exit Pathways: Strategic sale to the Public Investment Fund or another sovereign wealth fund after Year 7, or an initial public offering on the Tadawul stock exchange under the dual-use infrastructure listing category.

Target Investor Profile for KSA

Sovereign wealth funds with a co-investment mandate, including PIF and other GCC SWFs.
Global infrastructure funds specializing in dual-use assets.
Family offices with KSA or regional presence.
Development finance institutions with a climate and resilience mandate.

Next Steps for KSA

Step 1 – PPM and LPA Draft (Weeks 1 to 2): Circulate documents to legal counsel in KSA and internationally.
Step 2 – Investor Committee Formation (Week 3): Confirm anchor commitments with a target of USD 350 million.
Step 3 – First Close (Week 6): Raise a minimum of USD 600 million and begin initial deployment to grid infrastructure.
Step 4 – Final Close (Week 12): Reach the USD 1.5 billion target and activate the full capital call schedule.

Contact:

KMWSH SAMANSIC Coalition via KMWSH Ltd. | Riyadh, Kingdom of Saudi Arabia

For institutional investors only. This document does not constitute an offer to sell securities.

SUMMARY

The KMWSH SDIF Fund offers institutional investors a first-mover opportunity into a sovereign-backed, dual-use infrastructure asset class in the Kingdom of Saudi Arabia. By combining defense-hardened assets with diversified commercial revenue across 12 sectors, the fund targets 19% to 24% net IRR, quarterly cash distributions from Year 2, and strategic alignment with KSA's Vision 2030, the Public Investment Fund, and SDAIA national resilience and technology leadership objectives.

APPENDIX: KSA DUAL-USE TRANSFORMATION BY SECTOR

Sector 1 – Defense and National Security:

Primary assets include Saudi SIINA AI, the passive radar network, the eVTOL fleet in interceptor and ISR roles, and the sovereign grid. Applications include strategic early warning via geophysical, biological, and cognitive triangulation; gap-free air surveillance using passive radar; anti-access and area denial through coordinated electronic warfare; counter-UAS operations; border integrity management; critical infrastructure protection; strategic deterrence; and cyber defense integration.

Sector 2 – Civil Defense and Emergency Management:

Primary assets include the public access layer of the grid, the eVTOL fleet, and Saudi SIINA AI. Applications include geolocated emergency alerts to residents' phones with shelter routing; post-attack damage assessment via aerial reconnaissance; AI-coordinated search and rescue; hazardous material response including CBRN plume mapping; firefighting support with thermal imaging; mass evacuation coordination; and medical logistics in crisis situations.

Sector 3 – Energy and Utilities (Aramco, Power, Water):

Primary assets include the eVTOL fleet for inspection and logistics and the sovereign grid. Applications include offshore platform logistics for crew and cargo transfer; pipeline integrity monitoring using LiDAR, thermal, and methane sensing; power line and substation inspection; desalination plant protection; wind turbine maintenance; and fugitive emission detection for environmental compliance.

Sector 4 – Transportation and Logistics:

Primary assets include the eVTOL fleet and the sovereign grid (Tiers 2 and 3). Applications include urban air mobility for passenger transport; autonomous cargo delivery for middle-mile logistics; just-in-time manufacturing logistics for industrial zones; airport connector services from city centers to terminals; port logistics optimization for Jeddah Islamic Port and King Abdulaziz Port; and infrastructure construction support using heavy-lift eVTOLs.

Sector 5 – Tourism and Hospitality:

Primary assets include the passenger variant of the eVTOL fleet. Applications include scenic aerial tours over AlUla, NEOM, and Riyadh; skytaxi services for luxury hotel guests and VIPs; event hospitality for major events like the Saudi Grand Prix; and adventure tourism access to remote desert resorts and mountain lodges.

Sector 6 – Healthcare and Medical Services:

Primary assets include the medical configuration of the eVTOL fleet and the sovereign grid. Applications include urgent organ transport between hospitals; pharmaceutical supply chain delivery for vaccines, blood products, and cold-chain medications; aerial ambulance for emergency medical evacuation from accident sites or remote areas; and remote telemedicine via secure grid connectivity.

Sector 7 – Environmental Monitoring and Conservation:

Primary assets include the eVTOL fleet with sensor payloads and the biological layer of Saudi SIINA AI. Applications include wildlife conservation for endangered species like the Arabian oryx; marine ecosystem monitoring of coral reefs in the Red Sea; real-time 3D air quality mapping; coastal erosion mapping using high-precision LiDAR; and red tide algal bloom detection to protect desalination intakes.

Sector 8 – Agriculture and Food Security:

Primary assets include the eVTOL fleet with agricultural payloads and Saudi SIINA AI. Applications include precision agriculture for AI-driven spraying of date palm plantations and hydroponic farms; crop health analysis using multispectral imaging; hydroponic farm logistics for automated produce transport; and livestock management for aerial monitoring of herds on large farms.

Sector 9 – Real Estate and Urban Development:

Primary assets include the eVTOL fleet and the sovereign grid. Applications include construction progress monitoring using daily aerial photogrammetry for megaprojects like NEOM and the Red Sea Project; smart city integration with traffic management and waste collection optimization; building facade inspection for high-rise structures; and property marketing through aerial videography and virtual tours.

Sector 10 – Finance and Sovereign Data Assets:

Primary assets include the cognitive layer of Saudi SIINA AI and the sovereign grid. Applications include economic sentiment analysis to provide early warning of market volatility or economic warfare; sovereign data monetization through licensing anonymized geospatial and atmospheric data; insurance risk modeling using real-time environmental data; and national digital identity integration with Absher for banking and government services.

Sector 11 – Telecommunications and Connectivity:

Primary assets include the sovereign grid (Tiers 2 and 3). Applications include 5G and 6G infrastructure leasing to STC, Mobily, and Zain KSA; private enterprise networks for industrial zones, airports, and free zones; disaster recovery communications for corporations and government entities during outages; and IoT network services for nationwide sensor connectivity across energy, transport, and environmental sectors.

Sector 12 – Education and Research:

Primary assets include the analytical engine of Saudi SIINA AI and the data lakes. Applications include serving as a national AI research hub in collaboration with King Abdullah University of Science and Technology and other Saudi universities; providing high-fidelity geospatial data for geological, oceanographic, and climate change research; and STEM workforce development for training Saudi pilots, AI engineers, and data scientists.

SUMMARY OF DUAL-USE TRANSFORMATION FOR KSA

The strategic innovation of the Omega Architecture is that a single asset serves multiple sectors simultaneously.

eVTOL Fleet – Peacetime Commercial Applications: Tourism and scenic aerial tours. Urban air mobility for passenger transport. Middle-mile and last-mile logistics. Medical transport for organs, blood, and pharmaceuticals. Aerial ambulance services. Infrastructure inspection of power lines and pipelines. Construction progress monitoring. Wildlife conservation and environmental monitoring. Precision agriculture operations. Offshore platform crew and cargo transfer.
eVTOL Fleet – Crisis Defense Applications: Autonomous army as a distributed mobile defense network. Physical interception of hostile drones and cruise missiles. Post-impact damage assessment. CBRN reconnaissance and plume mapping. Electronic warfare for jamming enemy communications. Communications relay for degraded networks. Aerial command and control coordination. Search and rescue operations. Real-time battle damage assessment.
Sovereign Wireless Grid – Peacetime Commercial Applications: 5G and 6G commercial telecommunications services. Internet of Things network connectivity. Private enterprise networks for industrial zones. Infrastructure leasing to telecom operators. Premium data services for technology companies. Smart city integration for traffic, utilities, and public safety. Secure banking and financial transaction networks. National digital identity verification services via Absher. Remote telemedicine connectivity. High-frequency trading and financial market infrastructure.
Sovereign Wireless Grid – Crisis Defense Applications: Passive radar network for gap-free air surveillance. Secure, encrypted military command communications. Civil defense geolocated emergency alerts. Redundant communications for critical infrastructure. Dynamic spectrum reallocation for defense prioritization. EMP-hardened emergency communications backbone. Coordination of non-military response assets. Population density mapping for evacuation routing. Shelter availability and routing guidance. Post-attack emergency services coordination.
Saudi SIINA AI – Peacetime Commercial Applications: Urban air mobility fleet management and optimization. Environmental monitoring and air quality analysis. Wildlife and marine ecosystem conservation. Precision agriculture crop health analysis. Construction progress tracking against BIM models. Economic sentiment and market analysis. Sovereign data monetization and licensing. Healthcare logistics optimization. Traffic management and smart city coordination. AI research and development in machine learning and geospatial science.
Saudi SIINA AI – Crisis Defense Applications: Muayad S. Dawood Triangulation for physical, biological, and cognitive threat detection. Pre-launch threat detection providing days to weeks of warning. Optimal kinetic interceptor allocation and coordination. Layered defense coordination for handoffs between systems. Electronic warfare adaptation against frequency-hopping threats. Real-time threat discrimination between warheads and decoys. Autonomous task organization of the eVTOL fleet. Strategic surprise elimination through cognitive layer analysis. Loyalty-locked sovereignty through geophysical and biological imprinting. Post-impact recovery coordination and resource allocation.

Conclusion on Dual-Use Model for KSA:

This dual-use model transforms what would otherwise be pure defense expenditures into revenue-generating national investments that pay economic dividends during peacetime while providing comprehensive protection during crisis. For the Kingdom of Saudi Arabia, this architecture aligns directly with Vision 2030's goals of economic diversification, technological sovereignty, and national resilience, all while delivering institutional-grade returns to investors.

End of Document Plan for KMWSH SDIF I – Kingdom of Saudi Arabia