Investment case
Why the structure is built this way.
This page sets out the affirmative case: what is being built, why the economics are designed around placement rather than resale, and which parts of the structure exist to protect purchasers. It is the counterpart to the risk factors, and it is meant to be read alongside them.
- $5,000
- Minimum subscription
- 85%
- Class B share of the pool
- $175
- Per seat, per month
- 101
- Co-issuing Hub LLCs
5 Class B Units at $1,000 each
Of the pooled Net Profit Pool, pro rata per Unit
Fixed price, per user, per location
Across 42 states, liability isolated per site
The opportunity
What the fabric is selling, and why it can price it flat
The product is a seat, not an hour of GPU time. That single choice is what the rest of the model is built around.
- 01Fixed price per seat, not metered GPU timeA Hybrid Seat is $175 per user, per location, per month for unified access to the full nine-plane stack. Customers keep their own hyperscaler accounts, so the product extends existing cloud architecture rather than asking anyone to migrate off it.
- 02Placement is what makes a fixed price viableNine specialised planes let each workload land where it is cheapest to serve. The margin comes from placement rather than from reselling capacity at a markup.
- 03Latency is a location problemThe fabric is planned across 101 points of presence in 42 states, weighted toward metros by tier. Inference sensitive to round-trip time has to be served near the user, and that is a real-estate and interconnect problem before it is a silicon one.
- 04Tiering spreads exposure across market typesCapital objectives run from $8.95M at Tier 4 to $23.25M at Tier 1, so the program spans major metros through true-edge markets instead of concentrating in the most expensive ones.
Investor protections
The parts of the structure that exist to protect purchasers
These are contractual mechanics from the operating agreements — how capital is released, how liability is walled off and how distributions are shared. They govern conduct; they do not guarantee a result.
Capital is gated, not spent on faith
Each Hub LLC must reach 70% of its own capital objective before long-lead equipment can be ordered, 85% before deployment begins, and 100% plus readiness conditions before operational launch. The gates are spending authorizations, so capital is not committed to a site that has not been funded.
One LLC per Hub isolates liability
All 101 Hubs are separate co-issuing entities with site-level books and a site-level P&L. A failure at one site does not put the assets of another at risk.
Distributions are pooled across every Hub
Each Hub contributes 100% of monthly Net Profits to a single Net Profit Pool distributed pro rata per Unit. A purchaser is therefore exposed to the performance of the fabric as a whole rather than to the single site they happened to subscribe to.
Class B takes the majority of the pool
Class B Units receive 85% of the Net Profit Pool. The minimum subscription is $5,000 — 5 Units at $1,000 each.
Funding gates are authorizations to spend, not milestones that have been reached. No Hub has cleared a gate, because no subscriptions have been accepted.
Scale of the plan
What full deployment would consist of
Capital is raised per Hub LLC against that entity's own objective. The aggregate is the sum of those objectives, not a single financing anyone is asked to underwrite.
| Tier | Hubs | Capital objective per Hub | Sellable seats per Hub | Stack |
|---|---|---|---|---|
| Tier 1Major Metro | 32 | $23,250,000 | 118,718 | Full 9-plane stack |
| Tier 2Regional | 29 | $16,850,000 | 77,623 | Full 9-plane stack |
| Tier 3Secondary | 19 | $12,600,000 | 54,792 | Optimized stack |
| Tier 4Emerging | 21 | $8,950,000 | 45,660 | Edge stack |
Per-Hub objectives run from $8.95M to $23.25M. At full deployment the fabric would carry 5,858 servers and 8.05M sellable seats of 16.1M total capacity, across 9 planes.
Seat counts describe engineered capacity, not contracted demand. There are no customers and no signed seats today, and revenue arithmetic derived from full utilization is a ceiling rather than an expectation.
Read both halves
The case and the risks are the same document
Nothing on this page displaces the risk factors or the Private Placement Memorandum. If the two ever appear to conflict, the PPM controls.
Projected values are estimates, not guarantees. Actual results may differ materially. Definitive offering documents control.