Past financial results are no guarantee of future performance. Click here for important information regarding Financial Projections which are not guaranteed.

Investments in private companies are particularly risky and may result in total loss of invested capital.

Risks of early stage investment. Not an offer to buy or sell securities. This is a long-term speculative illiquid investment. Investment is not FDIC or SiPC insured.

Crusoe Energy Systems LLC. (commonly known as “Crusoe”) has not endorsed, participated, authorized, encouraged, agreed, or is in any other way directly participating in this private company offering of the acquisition of its private company equity shares through the SPVs described.

This notice should not be construed as an offering of securities or as investment advice or any recommendation as to an investment or other strategy by OpenDealBroker LLC dba the Capital R ("ODB"). OpenDeal Broker LLC is compensated in cash commission by Energy Research I, a Series of CGF2021 LLC. Company will pay OpenDeal Broker LLC: a 8% placement fee for the dollar value of the securities sold to Investors pursuant to the combined proceeds of the Offering (as such terms are defined in the offering engagement agreement between ODB and Energy Research I, a Series of CGF2021 LLC.

Energy Research I, a Series of CGF2021 LLC has engaged ODB to conduct an offering ("the offering") of LLC Interest issued by Energy Research I, a Series of CGF2021 LLC to eligible persons on the Republic platform (the "Platform").

Risks of early stage investment. Not an offer to buy or sell securities. This is a long-term speculative illiquid investment. Investment is not FDIC or SiPC insured. 

Diversification does not guarantee a profit or protect against losses.

Certain information set forth in this presentation contains “forward-looking information”, including “future-oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company’s business, projects, and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.

Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 149 5th Avenue, 10th Floor, New York, NY 10010, please check our background on FINRA’s BrokerCheck. Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.  Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

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This Offering is limited solely to Purchasers who are “accredited investors” as defined in Regulation D. To be eligible to participate in the Offering, you will be required to represent to the Company in writing that you are an accredited investor and must have provided a third-party certification attesting to such status as required by Rule 506(c). You must also represent in writing that you are (i) purchasing the Subscription Agreements for your own account and not for the account of others and not with a view of reselling or distributing the subscription agreement, and (ii) not from countries which the Office of Foreign Assets Control has deemed a “sanctioned” country.

In order to qualify as an “accredited investor,” a potential Purchaser must meet one of the following conditions of the date on which the Subscription Agreement is executed and as of the date of the purchase:

(i) Individual – Income Test. An individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the current year;

(ii) Individual – Net-Worth Test. An individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the value of such individual's primary residence);

(iii) IRA or Revocable Company. An Individual Retirement Account (“IRA”) or revocable Company and the individual who established the IRA or each grantor of the Company is an accredited investor on the basis of (i) or (ii) above;

(iv) Self-Directed Pension Plan. A self-directed pension plan and the participant who directed that assets of his or her account be invested in the Partnership is an accredited investor on the basis of (i) or (ii) above and such participant is the only participant whose account is being invested in the Partnership;

(v) Other Pension Plan. A pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;

(vi) Irrevocable Company. An irrevocable Company which consists of a single Company (a) with total assets in excess of $5,000,000, (b) which was not formed for the specific purpose of investing in the Partnership, and (c) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

(vii) Corporations and Other Entities in General. A corporation, partnership, limited liability Company or Massachusetts or similar business Company, that was not formed for the specific purpose of acquiring an interest in the Partnership, and which has total assets in excess of $5,000,000; or

(viii) Entity Owned by Accredited Investors. An entity in which all of the equity owners are accredited investors. OpenDeal Broker LLC is a New York limited liability company. Neither OpenDeal Broker LLC nor Republic Crypto LLC d/b/a Republic Advisory Services (“Republic Advisory Services”) nor any of their affiliates has independently verified any of the information provided or makes any assurances as to the completeness, accuracy or reliability of any such information provided by the Company.

Vertical integration of the AI infrastructure stack

Crusoe has created a unique business model by taking ownership of the entire AI infrastructure stack, from raw energy sourcing all the way up to cloud software. Most neoclouds and hyperscalers operate almost exclusively at the compute and cloud layers. They lease land, queue for utility connections, and buy GPUs. Crusoe instead starts with energy.¹

By locating their own off-grid energy sources next to the data centers, the power needed to run AI travels a few hundred feet rather than hundreds of miles.  By doing so, Crusoe eliminates up to 40% of typical transmission and distribution costs. Since energy represents 60% or more of AI data center operating expenses, Crusoe’s structural advantage creates sustainable margins that grid-dependent rivals cannot replicate.²

Owning the full supply chain allows Crusoe to avoid long wait times for equipment and utility connections. As a result, they bring data centers online in as little as 15 months³ versus the two-to-three year standard for ai-optimized hyperscaler builds.⁴ These centers are also fully purpose built, optimized for high-density GPU clustering with direct-to-chip liquid cooling that lessens stress on local water systems.⁵

Because Crusoe Cloud layers software margins onto all the physical infrastructure, they generate margin at every layer of the stack rather than paying for respective markups.⁶

1 McKinsey & Company
2 TSG Invest
3 Data Center Dynamics
4 Yahoo
5  Crusoe
6   Crusoe

Crusoe’s critical role in OpenAI’s Stargate

Crusoe’s Abilene, Texas campus is the flagship site of the broader Stargate initiative announced by OpenAI, Oracle, and SoftBank in January 2025 with a stated $500 billion commitment to AI infrastructure buildout across the U.S.⁷  The project is designed to make America the global leader in AI.⁸

Construction began in June 2024. Within a year, the first two buildings were energized, a remarkable feat of speed for a project of this scale. Oracle began delivering the first NVIDIA racks in June 2025, with the campus already running early training and inference workloads to advance next-generation AI research.⁹  The full campus will span approximately 4 million square feet across eight buildings at 1.2 GW total capacity, with completion targeted for mid-2026.¹⁰

The Abilene campus is projected to contribute $250 million to Crusoe’s 2026 projected $2 billion revenue.* Oracle EVP Mahesh Thiagarajan said of the project, “To meet the unprecedented demand for AI, Oracle needs partners that can operate at speed and scale, which Crusoe has delivered with unmatched execution in Abilene.”¹¹

7  OpenAI
8 IBM
9 Crusoe
10 W.Media
11 Crusoe

* Projected performance is hypothetical, not guaranteed, and actual results may differ materially.

Through this third-layer SPV, investors are being offered indirect exposure to Crusoe at an implied Price Per Share (PPS) of approximately $139.34, $16.92B post money valuation (after accounting for costs & fees).

The transaction is an acquisition of LP interests in an SPV that owns Series A Preferred Shares in Crusoe, priced based on an approximately $115 PPS, $13.96B post money valuation.

Investors will invest in a third-layer SPV (Energy Research I, a Series of CGF2021 LLC). This vehicle charges a one-time 8% management fee and 0% carried interest. The SPV will pay a one-time maximum organization fee of $12,000 covering fund formation and ongoing administration. The third-layer SPV will invest in the second-layer SPV.

Investors will not be paying any management fee, carry, or organization for its investment in the second-layer SPV. The second-layer SPV will invest in the first-layer SPV. 

The first-layer SPV charges a 0% management fee, 0% carried interest and a 2% expense reserve. Republic’s registered broker-dealer is acting as placement agent for this offering and will charge a 8% placement fee on investments in the second-layer SPV.

After accounting for Republic's 8% placement fee, the one-time 8% management fee at the third-layer level and the 2% expense reserve at the first-layer level, investors are gaining ultimate exposure to Crusoe at an approximate $139.34 PPS, $16.92B post money valuation (based on $2.423 million invested in the third-layer SPV). The precise implied PPS and valuation will vary slightly depending on the final amount invested at the third layer and the pro-rata assessment of all administrative fees.

Investors should carefully review the attached risk disclosures and offering documents before making any investment decision, as these materials contain important information regarding the risks, uncertainties, and limitations of the offering.