{ "meta": { "deal_type": "share_sale", "title": "Participation framework for Kai", "subtitle": "Four-tier scope ladder for an equity stake in Causara", "eyebrow": "Confidential · May 2026", "issuer": "Causara", "date": "2026-05-22", "authors": ["Aleksander Meidell-Hagewick"] }, "headline_stats": [ {"value": "4 tiers", "label": "Scope-calibrated ladder", "sub": "USD 1.5M to 40M valuation"}, {"value": "USD 0.5M to 15M", "label": "Maximum cheque", "sub": "By tier, cash plus deferred"}, {"value": "52% to 77%", "label": "Probability-weighted IRR", "sub": "Tiers 1 and 2"}, {"value": "33% to 37.5%", "label": "Maximum stake", "sub": "HoldCo for T1 to T3, Causara for T4"} ], "sections": [ { "id": "executive_summary", "title": "Executive summary", "eyebrow": "01", "body": "This memorandum sets out the participation framework offered to Kai Golden for an equity stake in the Causara platform. It covers two workstreams: General Partner economics within Hydra Compute Capital across the three founding parties (CEI, Hydra, and Kardeshev), and a four-tier scoped equity position in Causara at progressive valuations and commitment sizes.\n\nCausara is the consolidated holding company for the institutional AI infrastructure financing platform. It contains three sub-entities: Intelligence (the proprietary causal AI platform), Advisory (research and consulting services), and HoldCo, which holds one third of Claymont Equivator Infrastructure. CEI is in turn the 30 per cent co-General Partner of Hydra Compute Capital. The four-tier participation ladder offers Kai a position in HoldCo for Tiers 1 to 3 and in Causara directly for Tier 4.\n\nThe participation is structured as a share sale at the valuation per tier. Existing equity transfers from current holders to Kai; cash flows to the seller; the entity cap structure is unchanged. Larger tiers carry a deferred payment mechanism funded from Kai's share of forward distributions, with cash exposure bounded by tier.\n\nThe framework rests on three analytical pillars. A contribution matrix distributes GP economics across foundation and performance items. A probability-weighted discounted cash flow valuation methodology calibrates tier prices against risk-adjusted Net Present Value. The tier valuations are tested against industry benchmarks for GP stake pricing, drawing on observable transactions and pricing conventions used by Petershill, Blue Owl Capital, and Bonaccord Capital Partners." }, { "id": "platform_overview", "title": "Platform overview", "eyebrow": "02", "body": "Causara sits at the centre of an institutional financing platform for GPU compute infrastructure. CEI provides institutional capital origination through Luxembourg and Singapore feeder vehicles. Sovereign and strategic counterparty relationships, including HUMAIN AI (Public Investment Fund of Saudi Arabia) and MCIT engagement (Saudi Arabia), sit within CEI. Hydra Capital provides the operating infrastructure through the Brokkr monetisation platform. Kardeshev Capital provides structured debt architecture.\n\nThe Hydra Compute Capital General Partner entity was established under the 4 April 2026 signed Co-GP document between Hydra Capital, Kardeshev Capital, and CEI. Hydra and Kardeshev together hold 70 per cent of the GP entity; CEI holds 30 per cent. The signed document defines two fund series.\n\n**Series A (GPU Cluster Programme).** Equity deployment into GPU clusters operated by Hydra. Approximately USD 149M SPVs, each funding discrete cluster deployments. Clusters are monetised through on-demand compute sales and long-term offtake via Hydra's NVIDIA Cloud Partner channel and Brokkr platform.\n\n**Series B (Infrastructure Credit Programme).** Mezzanine equity infrastructure financing positioned between senior lenders and sponsor equity. The programme targets approximately USD 3 billion across multiple vintages, financing 30 per cent of an underlying USD 10 billion GPU deployment programme anchored by HUMAIN AI.\n\nThe platform's commercial proposition rests on observable operating data from Hydra's existing deployments. As of 2026, Hydra operates the Brokkr platform across more than 60,000 GPUs deployed across 50 plus data centres. Utilisation sits above 90 per cent across most GPU generations [Hydra Capital, internal operating data, May 2026]. Hydra sourced and lost approximately USD 2.9 billion in qualified pipeline in 2025 due to supply constraints, with an average term on viable B300 requests of 27 months [Hydra Capital, internal operating data, May 2026].\n\nThe 21 May 2026 introductory virtual meeting between MCIT, HUMAIN, and the HKCE consortium established commercial engagement on the HUMAIN programme. The engagement proceeds toward commercial structuring with a sequential commitment structure: a single proof-of-concept deployment before designing the full systematic platform. Probability assumptions used throughout this document reflect this sequential structure." }, { "id": "transaction_structure", "title": "Transaction structure", "eyebrow": "03", "body": "The four-tier ladder offers scope-calibrated equity positions in Causara at progressive valuations. Each tier carries its own scope, valuation, maximum cheque, and deferred payment structure. Kai selects one tier; selection determines the level of exposure across the platform's economic streams.\n\n\n\n\n\n\n\n\n\n
TierScopeEntityValuationMax chequeCash todayDeferredMax stake
Tier 13 Hydra SPVsHoldCoUSD 1.5MUSD 500kUSD 500k—33%
Tier 27 Hydra SPVsHoldCoUSD 3MUSD 1MUSD 500kUSD 500k · 3yr33%
Tier 37 Hydra + HUMAINHoldCoUSD 15MUSD 5MUSD 1.5MUSD 3.5M · 5yr33%
Tier 4Full platformCausaraUSD 40MUSD 15MUSD 5MUSD 10M · 7yr37.5%
\n\n**Tier 1 (3 Hydra Compute SPVs).** The most contracted tier. Scope is limited to the first three Hydra Compute Series A SPVs, representing the near-term economics with the highest realisation probability. Base case IRR is 56 per cent over a 5-year realisation period; probability-weighted IRR is 52 per cent. At 17 per cent of risk-adjusted NPV, the pricing reflects an alignment-first concession.\n\n**Tier 2 (7 Hydra Compute SPVs).** The full Series A scope. Base case IRR is 85 per cent; probability-weighted IRR is 77 per cent. At 16 per cent of risk-adjusted NPV, it remains below the alignment floor and is the most attractive risk-adjusted tier on a probability-weighted basis.\n\n**Tier 3 (7 Hydra Compute SPVs plus HUMAIN).** Adds the HUMAIN Series B programme to the Tier 2 scope. Base case IRR is 103 per cent; probability-weighted IRR is 67 per cent. The substantial gap reflects the 34 per cent realisation probability on the full HUMAIN programme. At 35 per cent of risk-adjusted NPV, it sits within the alignment-priced range.\n\n**Tier 4 (full platform).** Adds the Global Pipeline (approximately USD 25 billion of expected but unsigned AI infrastructure financing outside the HCC structure) and Causara's Intelligence and Advisory sub-entities. The only tier that provides direct equity in Causara itself rather than in HoldCo. Base case IRR is 71 per cent; probability-weighted IRR is 45 per cent. The probability-weighted IRR clears the direct GPU cluster investment benchmark of 30 to 45 per cent IRR over a 3-year horizon.\n\n## Deferred payment mechanism\n\nThe deferred payment mechanism applies to Tiers 2, 3, and 4. Its purpose is to allow Kai to commit to larger stakes while bounding upfront cash exposure. Up to two thirds of the cheque on Tiers 2 to 4 is funded from Kai's share of forward distributions over a defined window.\n\nAt signing, Kai writes the cash portion of the cheque to the seller of the shares. Existing equity transfers. No new shares are issued and no dilution of the cap table occurs. The deferred balance is recorded as a payable with no interest accrual; the balance is principal only, with a cap on the total amount and a defined window for settlement. Kai's share of entity distributions is then applied to settle the deferred balance before any cash flows personally to him. At window end, any residual is either paid in cash or converted to stake reduction at the original entry valuation. The election is made at signing." }, { "id": "contribution_matrix", "title": "Contribution matrix", "eyebrow": "04", "body": "The contribution matrix distributes GP economics across foundation items (fixed by ownership) and performance items (allocated ex post based on actual contribution). Foundation items reflect ownership: if a party holds 30 per cent of the GP entity, it captures 30 per cent of foundation economics. Performance items are allocated by who performs the function; capital origination flows to whoever raises the capital, sovereign relationships flow to whoever holds the relationship.\n\n\n\n\n\n\n\n\n\n\n\n
ItemWeightCEI shareHydra + KLogic
Foundation (ownership-aligned)60%20pp40ppOwnership baseline
Capital origination15%ex postex postBy raiser. CEI raises ~50% via Lux and SG feeders
Offtake or guarantee origination10%ex postex postSeries A 20/80, HUMAIN 80/20, Global Pipeline 50/50
Sovereign or deal relationship5%ex postex postHUMAIN 100% CEI; Series A and Global 20% each
Vehicle structuring5%40%60%Shared legal, tax, and domicile work
Asset operations5%0%100%Hydra operating platform (Brokkr)
\n\nApplying the matrix splits to each programme yields the following CEI shares of total GP economics. For Hydra Compute Series A, CEI captures approximately 33 per cent: 20 percentage points from foundation, 7.5 from capital origination, 2 from offtake, 1 from sovereign relationship, 2 from vehicle structuring, and zero from asset operations. For HUMAIN, CEI captures approximately 43 per cent: 20 percentage points from foundation, 7.5 from capital origination, 8 from offtake, 5 from sovereign relationship, 2 from vehicle structuring. For the Global Pipeline, Causara captures approximately 36 per cent through a similar matrix applied to a separate GP entity outside the HCC framework.\n\nBoth Layer 1 (transactional fees) and Layer 2 (recurring GP economics) are distributed through the matrix, symmetric across both economic layers. The party that does the work captures the corresponding share regardless of which layer the economics arise in." }, { "id": "valuation_methodology", "title": "Valuation methodology", "eyebrow": "05", "body": "Three industry-standard methods are used to test the tier valuations, each grounded in observable market practice for General Partner stake transactions.\n\nThe primary method is a probability-weighted discounted cash flow. Layer 1 and Layer 2 GP economics per programme are projected, realisation probability weights applied to each component, and the result discounted at a risk-appropriate rate. This is the methodology used internally by Petershill, Blackstone Strategic Capital, Goldman Petershill, Blue Owl Capital (formerly Dyal), and Bonaccord Capital Partners when pricing GP stake transactions [industry practice, placement agent conversations, 2025-2026].\n\nA second method draws on GP stake market comparables. Mature GP stakes trade at multiples of forward distributable Fee-Related Earnings. Industry benchmarks indicate established GP stakes trade at approximately 8 to 15 times FRE for the management fee stream and 5 to 10 times for the carry stream. A third method applies probability-weighted scenario trees to base, upside, and downside MOIC scenarios.\n\nProbability assumptions reflect the current commercial status of each scope component: 90 per cent on the three first Hydra Compute SPVs (contracted, near-term, identified counterparties); 75 per cent on the four additional SPVs (pipeline identified, less contracted); 34 per cent on the full HUMAIN programme (post 21 May 2026 introductory meeting, decomposed as 95 per cent engagement progresses, 65 per cent POC closes, 50 per cent scales to full deployment); 25 per cent on the Global Pipeline (expected but not signed); 70 per cent on Intelligence and Advisory.\n\nDiscount rates are calibrated to risk profile: 15 per cent for Hydra Compute Series A (AI infrastructure equity benchmark, with the CoreWeave Delayed Draw Term Loan transaction of 31 March 2026 pricing USD 8.5 billion of senior debt at A3 / A(low) ratings as the comparable [CoreWeave Inc., DDTL announcement, 31 March 2026]); 18 per cent for HUMAIN (sovereign-backed with GCC execution premium); 25 per cent for Global Pipeline (emerging manager benchmark); 20 per cent for Intelligence and Advisory.\n\n\n\n\n\n\n\n\n\n
TierRisk-adjusted NPVCurrent valuation% of NPV
Tier 1USD 9.0MUSD 1.5M17% (below alignment floor)
Tier 2USD 19.1MUSD 3.0M16% (below alignment floor)
Tier 3USD 42.4MUSD 15M35% (alignment-priced)
Tier 4USD 107.1MUSD 40M37% (alignment-priced)
\n\nThe percentage of NPV at which each tier is priced sits against three observable industry pricing zones for GP stake transactions: 60 to 80 per cent of NPV for established GP stakes (Petershill and Blackstone Strategic Capital transactions in mature platforms); 40 to 60 per cent for emerging manager GP stakes; 20 to 40 per cent for alignment or talent retention positions. Tiers 1 and 2 sit below the alignment floor at 17 and 16 per cent. Tiers 3 and 4 sit within the alignment-priced range at 35 and 37 per cent." }, { "id": "capital_flow", "title": "Capital flow architecture", "eyebrow": "06", "body": "The capital flow architecture traces the path of equity through three structural layers.\n\n**Personal participation layer.** Kai's equity contribution under any tier sits at the Causara level (for Tier 4) or at the HoldCo level (for Tiers 1 to 3). HoldCo owns one third of CEI. CEI is the 30 per cent co-General Partner of Hydra Compute Capital. Economic value flows in the reverse direction: GP economics from Hydra Compute Capital distribute to the three co-GP parties per the contribution matrix; CEI's share flows to the CEI entity, of which HoldCo owns one third; HoldCo's share flows to Causara.\n\n**Co-GP layer.** Hydra Capital, Kardeshev Capital, and CEI jointly hold the Hydra Compute Capital General Partner entity at 35 per cent / 35 per cent / 30 per cent respectively per the signed Co-GP document of 4 April 2026.\n\n**Fund deployment layer.** Capital from external LPs flows into Hydra Compute Capital through three channels. CEI raises through Luxembourg and Singapore feeder vehicles, primarily targeting European and Asian institutional investors. Hydra and Kardeshev raise direct from their relationships, primarily North American institutional and family office capital. Each feeder is a passive jurisdictional gateway; investment decisions sit at the co-GP level. The aggregated LP capital enters the Master SPV at the GP entity level. Senior debt (approximately 58 per cent of the capital stack per project) and offtaker prepayment (approximately 12 per cent) layer onto the equity at the Project Vehicle level. Each Project Vehicle is a per-cluster SPV with approximately USD 500 million in enterprise value, supporting around 6,480 Nvidia B300 GPUs.\n\nKai's rights as an equity holder in HoldCo or Causara include standard information rights (financial statements, capital account statements, GP-level reporting) and consent rights on material decisions (issuance of new equity, transfer of material assets, dissolution). The signed Co-GP document provides parallel rights at the CEI level for HoldCo's interest in the GP entity." }, { "id": "risks", "title": "Risk assessment", "eyebrow": "07", "body": "The participation framework carries six material risk categories. Likelihood × impact ratings are qualitative, calibrated against the tier selected; the figures below assume Tier 4 exposure as the upper bound.\n\n\n\n\n\n\n\n\n\n\n\n
RiskLikelihoodImpactMitigant
HUMAIN execution risk. The HUMAIN programme is at framework engagement stage with a proposed proof-of-concept structure. Full USD 10 billion deployment is not committed. Tier 3 and Tier 4 economics depend materially on HUMAIN realisation.MediumHighProbability assumptions in the model reflect the sequential commitment structure (34 per cent realisation probability on the full programme). Probability-weighted IRR provides a transparent view of expected returns. POC outcome by end of 2026 will inform the binary on Phase 2 and Phase 3.
Global Pipeline execution risk. The USD 25 billion Global Pipeline is expected but not signed. Multi-year realisation horizon. Tier 4 carries the most exposure.Medium-highMediumProbability assumption of 25 per cent reflects conservative pricing of unsigned pipeline. Causara plays a similar role in Global Pipeline deals to CEI within HCC, leveraging the same capital origination and structuring capabilities.
GPU market and technology risk. Rental rate compression as supply increases; technology obsolescence as next-generation GPU architectures arrive.MediumMediumClusters under contract lock in revenue at fixed rates. Where clusters are uncontracted, Brokkr maintains greater than 90 per cent utilisation across all on-demand deployments. Conservative residual value underwriting at 40 per cent of MSRP.
Counterparty and structural risk. Offtake counterparty default; failure of one of the co-GP parties to perform; misalignment between Kai's interests and the broader Causara platform.LowHighHydra requires substantial offtake prepayment (10 to 20 per cent of contract value), which naturally filters for high-quality end users. The signed Co-GP document establishes LP admission rules and allocation rights. The deferred payment mechanism ties Kai's interest to long-term platform performance.
Valuation methodology risk. The probability assumptions and discount rates used in the NPV methodology are calibrated; alternative assumptions yield different valuations.MediumMediumThe accompanying Excel model exposes all assumptions as inputs. Sensitivity tables provide direct visibility on the impact of alternative MOIC scenarios and HUMAIN probability. Tier valuations sit at 16 to 37 per cent of risk-adjusted NPV, well below the established-manager range, providing cushion against assumption changes.
Key person and platform continuity risk. Causara's analytical capability is concentrated in the founding team. Departure of key personnel would affect platform value, particularly for Tier 4.LowMediumCausara's value is increasingly platform-encoded (Brokkr operating data, Causara Intelligence proprietary methodology, signed Co-GP framework). The contribution matrix structure means GP economics are programmatic rather than personality-dependent. The 24-month lockup on Kai's residual stake further aligns long-term commitment.
" }, { "id": "process_timeline", "title": "Process and timeline", "eyebrow": "08", "body": "**Near-term (0 to 30 days).** Kai selects a tier and confirms the deferred payment election (cash settlement or stake reduction at window end). CEI, Hydra, and Kardeshev confirm the contribution matrix and the resulting GP economics split. Legal documentation for the share sale begins. The HUMAIN follow-up session per action item 1 of the 21 May 2026 MoM is scheduled.\n\n**Medium-term (30 to 90 days).** Share sale closes. Cash portion paid; deferred balance recorded. HUMAIN proof-of-concept structuring completed. Series A SPV 1 reaches first close. Sovereign comfort letter scope clarified per action item 4 of the 21 May 2026 MoM.\n\n**Long-term (90 days plus).** Distributions from Series A SPV 1 begin to settle deferred balances. HUMAIN proof-of-concept deployment; observed performance informs scaling decision. Series A SPV 2 and 3 deployments per the Series A programme timeline. HUMAIN scaling decision and, if affirmative, transition to Phase 2 (USD 1.5 to 3 billion) and Phase 3 (up to USD 10 billion) of the Series B programme." } ], "charts": [ {"id": "tier_ladder_comparison", "section_id": "transaction_structure"}, {"id": "moic_sensitivity_table", "section_id": "valuation_methodology"}, {"id": "humain_probability_sensitivity_table", "section_id": "valuation_methodology"}, {"id": "npv_vs_valuation_benchmark", "section_id": "valuation_methodology"}, {"id": "capital_flow_three_layer", "section_id": "capital_flow"} ], "terms": { "shares_offered": "Tier-dependent. Tiers 1 to 3: up to 33% of HoldCo's economic interest at the selected scope. Tier 4: up to 37.5% of Causara on a fully diluted basis.", "percent_company": "Maximum 37.5% of Causara (Tier 4); maximum 33% of HoldCo's GPU fund economics at the selected scope (Tiers 1 to 3).", "indicative_price": "USD 0.5M (Tier 1, cash only) to USD 15M (Tier 4, USD 5M cash plus USD 10M deferred over 7 years).", "valuation_basis": "Probability-weighted discounted cash flow on GP economics, calibrated to industry GP stake benchmarks (Petershill, Blue Owl Capital, Bonaccord Capital Partners). Tier valuations represent 16% to 37% of risk-adjusted NPV.", "seller": "Existing Causara equity holders (share sale, no new issuance). Cash flows to seller; entity cap structure is unchanged.", "lockup": "24 months on residual stake after the deferred payment window closes (3 years for Tier 2, 5 years for Tier 3, 7 years for Tier 4).", "drag_tag": "Drag at >=75%, tag at >=10%. Both apply to Causara-level transfers for Tier 4 and HoldCo-level transfers for Tiers 1 to 3.", "rofr": "Right of first refusal to existing Causara holders, 30-day notice period on any third-party transfer.", "process_type": "Bilateral negotiation, single counterparty (Kai Golden). No competitive process.", "exclusivity": "30 days from tier selection to signing of definitive documents.", "timeline": "Tier selection and deferred mechanic election within 30 days. Share sale closing within 30 to 90 days. First distributions from Series A SPV 1 begin to settle deferred balances thereafter. HUMAIN scaling decision (binary on Phase 2 and Phase 3) expected within 12 to 18 months post-POC." }, "disclaimer": "This memorandum is strictly confidential and prepared exclusively for Kai Golden in connection with discussions regarding a potential equity stake in the Causara platform. It does not constitute an offer to sell or a solicitation of an offer to buy any security, partnership interest, or other instrument. Distribution, reproduction, or disclosure to any other party is prohibited without the prior written consent of Causara. The information herein has been prepared by Causara and reflects the best information available as of the date of issue. Forward-looking statements, including probability-weighted return projections, HUMAIN realisation probabilities, Global Pipeline deployment estimates, and IRR sensitivities, are subject to material uncertainty and may differ materially from actual outcomes. The contribution matrix described herein is agreed in principle among CEI, Hydra Capital, and Kardeshev Capital but remains subject to confirmation in the definitive General Partner economics terms. Any decision to proceed with the proposed transaction should be made on the basis of definitive transaction documents, independent legal and financial advice, and the recipient's own diligence." }