Equity Opportunity

Invest in the
Intelligent Cloud.

Patented, asset-backed AI infrastructure platform. Seven revenue streams generating $3.64M Year 1 ARR. 50% cheaper than AWS. Targeting 9.7x returns over 5 years.

$10M
Pre-Money Valuation
$2.5M
Tangible Assets
9.7x
Projected ROI (5yr)
12,293,359
U.S. Patent
Explore
01

The Deal

$10M pre-money valuation justified by $3.64M ARR target, $2.5M tangible assets, U.S. Patent No. 12,293,359, and enterprise-grade team. Converting to DE C-Corp via Pillsbury Winthrop Shaw Pittman.

$1M
2.5%
equity stake
Entry Tier
$3M
7.5%
equity stake
Growth Tier
$5M
12.5%
equity stake
Strategic Partner

Valuation Justified By: $3.64M ARR Target • $2.5M Tangible Hardware Assets • U.S. Patent No. 12,293,359 • Enterprise Team (100+ Years Combined)

02

Market Opportunity

$1.2T cumulative TAM across Edge AI, Enterprise WiFi, DePIN, and AI Retail Computer Vision markets through 2030.

TAM $1.2T
SAM $360B
SOM
$1.35B

Edge AI Inference

TAM 2025$21B
TAM Cumulative$300B
SAM$90B
SOM$675M

Enterprise WiFi

TAM 2025$25B
TAM Cumulative$200B
SAM$60B
SOM$450M

DePIN

TAM 2025$50B
TAM Cumulative$600B
SAM$180B
SOM$1.35B

AI Retail CV

TAM 2025$2B
TAM Cumulative$60B
SAM$18B
SOM$135M

SOM Capture Strategy: Hardware margins, RDC AI/dVPN billing, B2B retail subscriptions, venue WiFi shares, cloud WaaS — fueled by private tier flywheel. 0.75% initial capture scaling to 2-3% by 2030.

03

Why We Win

Four defensible pillars that create a moat no competitor can easily replicate.

Patented Technology

U.S. Patent No. 12,293,359 covers our core distributed inference architecture. Continuation claims in review for VRAM unbundling, Private Tiered Services, and RDC/RVS dual-asset billing.

US 12,293,359 • Continuation Claims Pending

First to Unbundle VRAM from Compute

Pay only for GPU memory used — no other cloud or DePIN provider offers this. Developers get precisely what they need at 50% the cost of AWS/hyperscalers.

$0.25/GB VRAM-hour • 50% AWS Savings

$2.5M Asset-Backed

$2.0M NVIDIA Jetson Nano commercial modules (15,219+ units strategic stockpile). G292-280 server: 8x A100 80GB, Dual Xeon Gold 6336Y, 768GB RAM, 26TB storage.

$156.5K MRR When Fully Monetized

Enterprise-Grade Team

100+ combined years experience. Verizon IoT channel: 200M device sales, $4B ARR. 4 granted patents (CEO). PMP-certified operations leadership.

Motorola • ExxonMobil • DISH/EchoStar • Verizon
04

Use of Funds

Dual-track financing: SBA MARC loan for manufacturing, equity round for growth and operations.

SBA MARC Loan

$1,500,000

Manufacturing
$24,000
Release 500 carrier boards from Sonic Manufacturing (immediate bottleneck)
$1,000,000
Full BOM for 1,000-unit hardware batch (locks $1K/unit price)
$476,000
Assembly, logistics, fulfillment, labor working capital

Equity Round

$1M to $5M

Growth
~$7,300
G292 server upgrades (RAM, 1Gbps network, DGX Spark) — unlocks $156K/mo revenue
S&M
B2B direct sales team (CRO) + "$100 Free Credits" developer acquisition campaign
Ops
Core team, 6-month roadmap, AWS migration, WaaS scaling
WC
Working capital — general corporate and operational runway
05

Leadership

Enterprise veterans with 100+ combined years building and scaling infrastructure platforms.

JC

Justin Caswell

Founder • CEO • Sr. Architect

20+ years enterprise hybrid cloud, AI/ML, decentralized infra. Chief architect of Phoenix Strategy and Jetson-Triton stack. NVIDIA expertise (Triton, TensorRT, DeepStream).

4 Granted Patents • Motorola • ExxonMobil • DISH/EchoStar
DW

Daniel Walpole

Chief Revenue Officer

World-class GTM executive. Architected Verizon's #1 IoT sales channel. Leads B2B/developer GTM targeting $100B+ AI inference market.

200M Device Sales • $4B ARR at Verizon
SM

Steve Morrison

Chief Financial Officer

30+ years auditing, financial controls, scaling complex tech startups. Oversees WaaS billing engine, revenue waterfall, dual-asset (RVS/RDC) economy.

30+ Years Financial Leadership
GM

Gerard Magee

(Advisory) COO

20+ year operational leader, certified PMP. Operational command for 24-week Phoenix Strategy execution.

PMP Certified • Operations Excellence
MS

Matt Stiers

Head of Business Development

Proven startup operator. Track record of scaling early-stage companies from seed to growth.

$250K to $2M in 24 Months
06

9.7x Projected Return

$2M invested today → $19.4M over 5 years at 10x revenue exit multiple

Bear Case (-30%)
5x
ROI Multiple
Exit Valuation ~$75M
Annual Return ~38%
Base Case (Moderate)
9.7x
ROI Multiple
Exit Valuation ~$150M
Annual Return ~62%
Bull Case (+50%)
15x
ROI Multiple
Exit Valuation ~$225M
Annual Return ~72%

Key Assumptions

10x revenue multiple (conservative; AI SaaS/DePIN averages 15-20x). No dividends assumed. Full liquidity at exit. 20% post-Y5 growth. 50% margins at scale. Risks: Potential dilution ~20% in future rounds. Upside: +50% returns possible at 15x multiple. $170M cumulative revenue projected by 2035 with 2-3% SOM in $700B TAM.

07

Ownership Structure

Current cap table showing 95% founder & team ownership, 5% external investors.

95% Founder & Team 5% External Investors
Justin Caswell
78% Common A - Voting
Brendon Quick
7% Common B - Non-Voting
Gavin Caswell
5% Common B - Non-Voting
Lauren Motazedi
5% Preferred - Non-Voting
XG Consulting
3% Preferred - Non-Voting
Rick Dunn
2% Common B - Non-Voting

LLC membership units separate from RVS tokens. Converting to DE C-Corp via Pillsbury Winthrop Shaw Pittman.

08

Paths to Liquidity

Multiple exit pathways designed to maximize investor returns across different market conditions.

3-5 YEARS

Strategic Acquisition

Primary exit path. Target acquirers: AWS, Google, Azure, NVIDIA, Intel, AMD, telcos, established DePINs.

  • • Buy vs. build for hybrid-cloud inference + Jetson-Triton team
  • • PE M&A firm activity already noted in space
  • • Strategic value of patent portfolio + team expertise
ONGOING

Continued Growth & Profitability

Self-sustaining revenue model with structured investor returns through waterfall distributions.

  • • 80% preferred return → 20% perpetuity share via waterfall
  • • Cash-flow positive by Month 2
  • • Ongoing distributions without requiring exit event
5+ YEARS

IPO

Public market opportunity for maximum valuation at scale.

  • • SPAC/reverse SPAC viable in shorter timeframe
  • • Strong ARR + defensible position + $254B market = IPO candidacy
  • • Public currency for further acquisitions

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