AgenticScale - Sovereign AI Infrastructure

Transaction Summary

Investment Highlights

Transaction Overview

Terms of offer:

AgenticScale, Inc., a New York corporation, is seeking to raise US$5 million to US$20 million through a Simple Agreement for Future Equity (SAFE) to support enterprise AI activities, distributed computing infrastructure development and preparation for a possible public-market transaction.

The SAFE provides a contractual right to future equity in AgenticScale, Inc., subject to its terms. It does not provide a direct ownership interest in an individual infrastructure project, Australian operating company or property asset.

Conversion discount

The initial discount depends on the elapsed time from the SAFE’s Effective Date to the applicable determination date:

The Effective Date requires both parties to have signed and the full accepted investment amount to have cleared. Discount timing is subject to the SAFE’s public-transaction signing-freeze provisions and related-investor rules.

A qualifying financing generally requires at least US$5 million of new, unaffiliated cash invested in a fixed-price equity round at the issuer level. Raising funds through this SAFE offering does not itself trigger conversion.

US$5 million is a fundraising target, rather than a minimum closing or escrow condition. The company may accept subscriptions and use proceeds before reaching that amount.

USE OF FUNDS

Proceeds are intended to support working capital and personnel, site power and engineering, equipment and compute deposits, commercialisation, transaction readiness and offering costs.

The indicative allocation at a US$5 million raise is:

Allocations vary with the amount raised and remain subject to Board approval. The US$20 million scenario also includes US$1 million for disclosed repayments.

A potential public-market transaction forms part of the company’s strategy, but no listing, transaction completion or timetable is assured. The SAFE is unsecured and illiquid, fixes no ownership percentage and may result in the loss of all invested capital. The definitive SAFE governs investor rights.

Company Overview

AgenticScale is developing a distributed AI infrastructure business that combines enterprise AI software, electricity-network intelligence and modular computing facilities.

Its strategy begins with identifying suitable power. Through AgenticGrid, the company assesses available capacity at substations, industrial locations and generation sites, then seeks to deploy standardised SAII Vault facilities where the necessary commercial and technical conditions can be met.

The proposed model is designed to support AI inference—the computing used to run trained AI models—alongside private enterprise and other distributed workloads. Facilities would be managed as a network, with capacity sold to enterprise customers and other computing buyers.

The Australian business already undertakes enterprise AI and related services. The investor memorandum reports unaudited consolidated revenue of approximately US$1.98 million for the year ended 31 December 2025, with a net loss of approximately US$750,000. These figures relate to the Australian business and predate the formation of the New York issuer in January 2026.

The infrastructure rollout represents a development strategy distinct from those historical operations. Identified sites, assessed power opportunities and proposed customer arrangements should not be treated as installed capacity or contracted revenue.

The memorandum also identifies material funding requirements, customer concentration and liquidity constraints. The legal ownership links between the issuer, Australian operations and relevant technology rights remain subject to reconciliation and confirmation.