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OpenAI

OpenAI builds advanced AI tools to empower people and solve complex problems across the world.

B2B B2C Technology AI & Machine Learning

Featured image of OpenAI

$1,950,000

Raised with Republic

SPV deal

Allocation

$10M

Round

Late-Stage

Implied Valuation

$330B

Instrument

SPV

Management Fee

5%

Carried Interest

0%

Republic Placement Fee

5%

Minimum Investment

$25,000

Deadline

July 9, 2025

Open for investment

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Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is considering hosting this Reg D 506(c) securities offering by FORMA CAPITAL SPV II A SERIES OF CGF2021 LLC.

Company documents

Specific SPV Investment Considerations.pdf Form CRS.pdf Accreditation FAQs.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf

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Investment summary

This is a private investment opportunity for accredited investors only. If you are interesting in learning more about this opportunity, please email greg.bomberg@thecapitalr.co

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.

Offering structure

Investors are being offered access to OpenAI through a two-tier SPV structure designed for simplicity and efficiency.

Investors in this round will be investing in a second-layer SPV, managed by Forma Capital Management Company, LLC. The second-layer SPV will invest into a zero fee, zero carry first-layer SPV managed by Magnetar Capital.

This first-layer SPV will be acquiring convertible interest rights in OpenAI. This is a convertible security that converts upon OpenAI restructuring into a for-profit entity. Upon conversion, these rights convert into preferred stock with 1x liquidation preference, pari passu with other preferred stock.

Prior to conversion, convertible interest right holders are entitled to ‘pro rata’ operating distributions until conversion, subject to a maximum that is capped at 1x + 25% IRR, to confirm to the company’s pre-restructuring “capped profit” structure.

The Magnetar-managed SPV is offered at 0% management fee and 0% carry. The Forma-managed SPV carries a 5% management fee and no carry.

Republic's broker-dealer (OpenDeal Broker, LLC), a registered broker-dealer, is facilitating investor participation in the second-layer SPV and will receive a 5% placement fee on funds raised.

This structure provides qualified investors with indirect exposure to OpenAI.

Please review the attached risk disclosures carefully before making any investment decision, as they contain important information about the risks, uncertainties, and limitations associated with this offering. Investing in private securities involves a high degree of risk, including the potential loss of your entire investment.

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is considering hosting this Reg D 506(c) securities offering by FORMA CAPITAL SPV II A SERIES OF CGF2021 LLC.

Company documents

Specific SPV Investment Considerations.pdf Form CRS.pdf Accreditation FAQs.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf

About OpenAI

Legal Name

FORMA CAPITAL SPV II A SERIES OF CGF2021 LLC

Founded

May 2025

Form

Delaware LLC

Employees

0

Social Media

None

Headquarters

Google Map location of of OpenAI

2093 Philadelphia Pike 5885 , Claymont, DE

Headquarters

2093 Philadelphia Pike, 5885, Claymont, DE, United States 19703

OpenAI Team

Everyone helping build OpenAI, not limited to employees

Investor Support

Republic

Investor Support

Republic

Dollar

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Dollar

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