Read Chapter 28: The Offer

Miles didn’t knock. He let himself in with the key Jazz had given him months ago, when they’d first moved in and he’d promised to water their plants during holidays. He’d never used it once. Now he stood in their doorway at 9:47 a.m., holding a manila folder like a priest holding scripture, and Jazz knew immediately that the morning’s fragile peace was over.

Tom looked up from the laptop on the kitchen table, coffee halfway to his lips. “Miles. Bit early for a social call.”

“It’s not social.” Miles stepped inside and closed the door behind him. He was wearing a suit—an actual suit, charcoal grey, pressed. Jazz had never seen him in anything but hoodies and tech-branded T-shirts. “I’ve been thinking about our conversation. About the debt.”

Tom set his coffee down slowly. Jazz moved closer, arms crossed, standing just behind Tom’s shoulder. A unit. That’s what they’d agreed last night, after the prototype had finally stopped throwing errors and they’d shared a tired, tentative high-five. A unit until the crisis passed.

“I told you,” Tom said. “I’m handling it.”

“You’re not. The financial review showed cash reserves at sixteen percent of operating costs. You’ve got a legal claim on your technology, a journalist about to expose you, and a landlord who wants to replace a boiler you can’t afford.” Miles placed the folder on the table. “You’re not handling it. You’re drowning.”

Jazz reached for the folder. Miles let her take it.

Inside was a single page. A term sheet. She scanned it once, then again, the words blurring on the second pass because she couldn’t quite believe what she was reading.

“You want thirty-five percent,” she said. “For buying out Tom’s debt.”

“Tom’s debt is a hundred and twenty thousand pounds,” Miles said. “That’s more than the company’s current valuation. I’m not buying the debt, I’m taking on the liability in exchange for equity. That’s not predatory. That’s partnership.”

“That’s leverage,” Jazz said. “That’s you cashing in a favour at the worst possible moment.”

Miles shrugged. “I’m not a charity. I’m an investor. And you need one.”

Tom hadn’t moved. He was staring at the term sheet like it was a grenade with the pin already pulled. Jazz knew that look. She’d seen it the night he’d told her about the patent, the same calculation running behind his eyes. How much do I sacrifice to keep the thing alive?

“I’ll need to review this,” Tom said quietly.

“You have until noon. That’s when the journalist gets your story.” Miles checked his phone. “Actually, you have until eleven-thirty. That’s when I notify my lawyer of the intent to file. You sign, and I’ll make Eleanor Vance’s story go away. I know her editor. It’s a small world, startup journalism.”

“You’d kill a story for us?” Jazz asked.

“I’d buy a story for me.” Miles smiled, but it didn’t reach his eyes. “Thirty-five percent, Tom. That’s the offer. Take it or watch everything burn.”

He left the way he came, no goodbye, the door clicking shut behind him.

The silence stretched.

“You’re not signing that,” Jazz said.

“I might not have a choice.” Tom finally looked at her, and she saw something she hadn’t seen before. Not fear. Something worse. Exhaustion. The kind that came from carrying a weight alone for too long. “The debt—it’s not just the company’s. It’s mine. I took it out personally, years ago, to keep my first venture alive. When it failed, the debt followed me. I’ve been paying it off with whatever I could scrape together. The company’s been carrying some of it, but the payments are due quarterly. Next one lands in six days. I don’t have it.”

“Why didn’t you tell me?”

“Because it’s not the company’s problem. It’s mine.”

“We’re partners, Tom. Your problem is my problem.”

“That’s what I was afraid of.” He ran a hand through his hair, the gesture she’d seen a thousand times, only now it looked like surrender. “I’ve been trying to protect you from this. From all of it. The patent, the debt, Daniel. I thought if I could just—hold the line long enough, we’d get through it.”

“By making decisions without me.”

“By making decisions you’d hate.”

Jazz opened her mouth to argue, then stopped. He wasn’t wrong. If he’d told her about the debt in month one, she might have walked. She’d walked away from less.

She looked at the term sheet again. Thirty-five percent. That would give Miles effective veto power on any major decision. He wouldn’t just be an investor. He’d be a shadow founder, controlling them from behind the scenes.

“There has to be another way,” she said.

“Name it.”

She thought. Miles was ruthless, but he wasn’t stupid. He wouldn’t have made this offer without checking his facts. Which meant—

“The debt,” she said slowly. “You said it’s personal. Not a business loan?”

“Yeah. Personal.”

“So the company isn’t liable. You are.”

“Technically, yes. But I’ve been using company funds to service it, which means there’s a paper trail. If we’re audited, it looks like the company was covering a founder’s personal expenses. That’s a governance issue.”

“But the debt itself—the contract. It’s between you and the original lender. Personal.”

Tom frowned. “Yes. Why?”

Jazz didn’t answer. She grabbed her coat from the hook by the door.

“Where are you going?”

“To see Miles.” She paused at the door. “Don’t sign anything.”

---

Jazz caught Miles in the lobby of the incubator building, just as he was stepping into the elevator. She blocked the doors with her foot.

“We need to talk.”

“I made my offer. It’s on the table until eleven-thirty.”

“You also made a mistake.” She pulled out her phone, open to the Companies House filing she’d pulled up in the cab. “Tom’s debt isn’t a company asset. It’s a personal liability. You can’t buy it with company equity, because the company never owed that debt.”

Miles’s smile flickered. “He’s been using company funds to service it. That creates an obligation.”

“It creates a governance problem, not an ownership interest. The debt is personal. The contract is personal. And under UK law, you can’t convert a personal debt into company equity without the company’s explicit consent to act as guarantor.” She showed him the screen. “The original loan agreement names only one party. Thomas Ashworth. Not Ashworth-Okafor Technologies Limited.”

Miles stared at the screen. For a long moment, he said nothing.

“He told you,” Miles said finally.

“About the loan? Yes.”

“No. About the fact that I’m the one who lent it to him.”

The world tilted.

Jazz lowered the phone. “You—what?”

“Tom and I go back further than we let on. We were flatmates, years ago, before the first company. When he needed capital, I fronted it. We had a falling out when the company failed—he blamed me for pushing him into a bad deal, I blamed him for ignoring my advice. We didn’t speak for two years. Then this startup came along, and he asked me to be an early advisor. I said yes, on the condition that we never talk about the past or the debt.” Miles’s jaw tightened. “I’ve been patient. I’ve been helpful. But this—this company could actually work. And I’m not going to watch you two run it into the ground because you’re too busy playing house to make real decisions.”

“You were never going to buy the debt,” Jazz said. “You were going to convert it. Absolve it in exchange for control.”

“It’s a fair offer.”

“It’s extortion.”

“It’s business.” Miles stepped closer, and for a moment he looked genuinely sorry. “I didn’t want it to come to this, Jazz. I wanted Tom to come to me. To ask for help. But he’s too proud, and you’re too busy cleaning up his messes. So I made the offer. If you can find a better one before the deadline, take it. But you won’t.”

He pressed the elevator button. The doors opened.

“And Jazz?” He looked back. “I’ll be watching. Whatever you two come up with next, I’ll know about it before you’ve finished pitching it. The mole isn’t the only leak you have.”

The doors closed.

Jazz stood in the lobby, phone still in her hand, the term sheet crumpled in her pocket. She thought about Tom, alone in the flat, waiting for her verdict. She thought about the debt, the patent, the leak, the journalist, the deadline.

And she thought about the one person who knew all of their secrets before anyone else did—the one person who’d been there since the beginning, who’d been pushed out, who might have every reason to share what she knew with Daniel.

She pulled out her phone and scrolled to a contact she’d sworn she’d never call.

Priya.

Her thumb hovered over the button.

Tom’s voice echoed in her memory. *I’ve been trying to protect you from this. From all of it.*

For the first time, she thought he might have been honest about it.

She pressed call.