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.
OpenAI Group PBC (commonly known as “OpenAI ”) 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
The Company
The fastest growing consumer app in history
Launched in 2015, OpenAI* has since become one of the world’s most valuable private companies.1
After releasing ChatGPT publicly for the first time, OpenAI attracted 100 million users in the first two months, a faster adoption rate than any consumer application in history.2
Weekly active users grew to 910 million in December (up from 700 million in July), with paying business users now at 50 million according to CEO Sam Altman.3 4
OpenAI generated $13.1 billion in revenue in 2025, a 10x increase since 2023 that beat its own $10 billion target.5 6** The company monetizes primarily through ChatGPT subscriptions, complemented by API usage and enterprise sales, with compute and technical talent costs consuming approximately 75% of total revenue.7
*OpenAI (OpenAI Group PBC.) 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 above.
** Past performance is not indicative of future results.
1 TechCrunch
2 Microsoft
3 Sacra
4 TechCrunch
5 CNBC
6 OpenAI
7 Sacra
Growth Strategy
Major expansion plans backed by key partners
In February, OpenAI closed a $110 billion funding round, the largest venture deal in recent history at the time,8 reaching a $840 billion valuation.9 This round was led by Amazon, Nvidia, and Softbank10 with analysts suggesting more investors may join.11
Much of the funding will go to data center capacity to meet growing AI demand. OpenAI’s Stargate initiative is the first step in an infrastructure plan targeting roughly $600 billion in total compute spend by 2030.12 Key partners include SoftBank, Oracle, Microsoft, Nvidia, and Crusoe.13
The company is targeting roughly $280 billion revenue by 2030*** with nearly equal contributions from consumer and enterprise.14 Reuters recently reported OpenAI may potentially go public at a $1 trillion valuation as soon as late 2026.15 ****
*** These metrics reflect publicly reported or third-party estimated information about OpenAI. Projected performance is hypothetical, not guaranteed, and actual results may differ materially.
**** Any potential initial public offering is speculative, subject to market conditions and regulatory considerations, and there can be no assurance that an IPO will occur.
8 TechCrunch
9 TechCrunch
10 NY Times
11 TechCrunch
12 OpenAI
13 OpenAI
14 CNBC
15 Yahoo Finance
Offering structure
Through this second-layer SPV, investors are being offered indirect exposure to OpenAI at an implied pre-money valuation of approximately $906.40 billion (after accounting for costs & fees).
The transaction is a purchase of LP interests in an SPV that will be purchasing preferred equity in OpenAI, priced based on an approximately $730 billion pre-money valuation as part of OpenAI's most recent primary round.
Investors will invest in a second-layer SPV (AI Innovation IV, a series of CGF2021 LLC). This vehicle charges a one-time, upfront 6% 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 second-layer SPV will invest in the first-layer SPV.
The first-layer SPV charges a one-time, upfront 5% management fee, 0% carried interest, and has a 0.3% upfront admin expense reserve. The first-layer SPV will be on OpenAI's cap table. Republic’s registered broker-dealer is acting as placement agent for this offering and will charge a 9% placement fee on investments in the second-layer SPV.
After accounting for Republic's 9% placement fee and the one-time 6% management fee at the second-layer level, and one-time 5% management fee at the first-layer level, investors are gaining ultimate exposure to OpenAI at an approximate $906.40 billion pre-money valuation (based on $6.21 million invested in the second-layer SPV). The precise implied valuation will vary slightly depending on the final amount invested at the second layer and the pro-rata assessment of Sydecar’s administrative fee.
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.
Disclosures
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 AI Innovation IV, a series of CGF2021 LLC. Company will pay OpenDeal Broker LLC: a 9% 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 AI Innovation IV, a series of CGF2021 LLC).
AI Innovation IV, a series of CGF2021 LLC has engaged ODB to conduct an offering ("the offering") of LLC Interest issued by AI Innovation IV, 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.
https://www.finra.org/#/
https://www.sipc.org/
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.





