Offering Structure
Through this double layer SPV structure, investors are being offered indirect exposure to Firestorm Labs, Inc. at a $550M pre-money valuation – the valuation of Firestorm's current Series B financing round.
Investors will invest in a second layer SPV (the "Fund"), organized and managed by Republic Deal Room GP LLC. The Fund acquires LLC interests in a first layer SPV. The first layer SPV sits directly on Firestorm Labs' cap table and holds preferred shares from the Series B round. It charges 0% management fee and 0% carried interest.
The Fund charges a 2% management fee and 20% carried interest. In addition, each limited partner is charged an organizational fee, pro-rated among all LPs and paid out of capital contributions, covering the costs of forming and organizing the Fund. Limited partners will also be charged operational fees on a pro-rata basis over the life of the Fund.
Because the first layer SPV carries no fees, the implied exposure to Firestorm Labs remains at the $550M pre-money valuation at the time of investment. The precise implied valuation may vary slightly depending on final fund size and the pro-rata assessment of organizational and operational 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 this offering.




