AI is the product.
The infrastructure is the business.
Red Team Investments has run modular data centers since 2021 and put Xydo into operation in January 2026 — sovereign AI for organizations that cannot hand their data to someone else's cloud. The platform is built and in market. What scaling it takes is compute: GPUs bought, financed, powered and housed. CapStack Ventures Fund LLC is raising the capital to acquire and finance that infrastructure, through a joint venture between Red Team Investments and Immerline Infrastructure Inc.
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Includes return of original capital, pre-exit distributions and exit proceeds. Net of Co-Sponsor Class B equity but before the 1% Administrative Services Fee, Fund expenses, entity-level taxes and investor taxes. Modeled Mid case — not a guaranteed result.
IMPORTANT DISCLOSURES. NOT REGISTERED / NO REGULATORY REVIEW. The securities described in these materials have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and are being offered and sold in reliance on the exemption provided by Rule 506(c) of Regulation D. Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities, reviewed these materials, or passed upon the accuracy or adequacy of the information contained in them. Any representation to the contrary is unlawful. This page does not constitute an offer to sell or a solicitation of an offer to buy any security; any offering is made solely through the Fund's Private Placement Memorandum, Operating Agreement and Individual Investment Disclosure, which govern in the event of any conflict, and only to verified accredited investors. All financial projections, valuations and return estimates are forward-looking statements based on model assumptions and are not guaranteed; actual results will differ. Investment in Immerline Infrastructure Inc. involves substantial risk, including the possible loss of the entire amount invested. TAX NOTICE. Nothing in these materials is tax advice. Tax consequences, including whether any portion of the investment qualifies for treatment under IRC §1202, depend on facts not yet determined and on each investor's own circumstances, and have not been confirmed by any tax advisor. Investors must consult their own tax advisors. WE ARE NOT YOUR FINANCIAL ADVISOR — YOU MAKE YOUR OWN INVESTMENT DECISIONS. Investors should review the complete Private Placement Memorandum and Operating Agreement, and consult their own legal, tax and financial advisors before making any investment decision. Information concerning third parties has not been independently verified by the Fund.
Additional compute capacity.
According to Red Team Investments, its modular data centers have operated since 2021, GPU infrastructure has been in service since 2023, and the Xydo platform has operated since January 2026. This offering funds additional compute infrastructure supporting that business.
RTI operating history is provided by the operating partner and has not been independently verified by the Fund. It is not Fund investment performance.
Modeled figures reflect the Mid case of the RT Fund 2 JV CapStack Model v4.1, August 2026. They are forward-looking and not guaranteed; actual results will differ. Complete terms, assumptions and risk factors are set out in the offering documents.
The 12% cumulative preferred dividend accrues on invested capital from deployment and is payable quarterly when declared by the Immerline Board from legally available funds. Otherwise, it accrues until paid. The model assumes no distributions during the first seven months following initial deployment. Preferred dividend accrual stops when original capital is recovered. Payments are not guaranteed.
The modeled 6.07× multiple includes return of original capital, pre-exit distributions and exit proceeds. Returns are net of Co-Sponsor Class B equity but before the 1% Administrative Services Fee, Fund expenses, entity-level taxes and investor taxes. Figures reflect the modeled Mid case, not guaranteed results.
A modeled distribution waterfall.
Class A receives priority return of original capital.
Class A receives priority payment of its accrued preferred dividend.
After capital and accrued preferred are recovered, the effective JV share flowing to Immerline is split between Class A and Class B under the disclosed waterfall.
Exit proceeds are distributed under the governing terms. Exit timing and occurrence are not guaranteed.
Capital modeled back before the exit — not at it.
Four layers of the AI stack, one company — in an industry where most competitors own exactly one.
01 — Vertically integrated
Eight years building integration and consulting, an orchestration platform, private cloud compute, and the data centers to put it in.
02 — Hardware plus equity
The JV combines GPU operations with an RTI equity position. Both depend on the same compute business and do not diversify one another. A downturn in compute demand could reduce operating cash flow and the value of the equity position together.
03 — Sponsors paid last
After JV debt service and operating reserves, Class A has priority over Class B distributions until original capital and the full accrued preferred dividend are recovered. Class B is management equity and receives no distributions until that recovery is complete.
Immerline Infrastructure Inc. will hold a UCC-1 lien on the original GPU hardware upon perfection, a condition to deployment. On debt-financed expansion hardware, Immerline's claim is subordinate to the debt provider and covers only value above the outstanding debt. That remaining value may be limited or eliminated in a downside scenario.
At least one Key Provider Agreement is in place.
At least one executed Key Provider Agreement is in place with a compute marketplace operator. The agreement is available to investors under a separate NDA specific to that document. Additional customer agreements remain in development, including executed MOUs not yet converted to binding revenue contracts.
Counterparty names and agreement terms are confidential and available only under NDA. Nothing on this page promises revenue, utilization, or the identity of any counterparty.
Investors allocate to this offering through CapStack Ventures Fund LLC. The Fund holds Class A Preferred Stock representing 49.9% of Immerline Infrastructure Inc. Immerline holds a combined 66.67% economic interest in RT Fund 2, LLC, the joint venture with Red Team Investments. The JV holds the GPU hardware and RTI stock position.
The 12% cumulative preferred dividend accrues on invested capital from deployment and is payable quarterly when declared by the Immerline Board from legally available funds. Otherwise, it accrues until paid. The model assumes no distributions during the first seven months following initial deployment. Preferred dividend accrual stops when original capital is recovered. Payments are not guaranteed.
The Administrative Services Fee continues after original capital is returned. It accrues until the later of complete disposition of the underlying investment or redemption, withdrawal or termination of the investor's interest, as described in the offering documents. Unpaid accrued fees are deducted from investor distributions. Co-Sponsor compensation includes Class B equity in Immerline Infrastructure Inc.
The modeled 6.07× multiple includes return of original capital, pre-exit distributions and exit proceeds. Returns are net of Co-Sponsor Class B equity but before the 1% Administrative Services Fee, Fund expenses, entity-level taxes and investor taxes. Figures reflect the modeled Mid case, not guaranteed results.
Complete terms, hold periods, withdrawal provisions and risk factors are provided in the full offering document set for verified accredited investors.
Key risks and conditions
The growth model depends on additional GPU capacity financed beyond the initial hardware allocation. It contemplates approximately $92 million of debt principal. No lender is committed at this time, and debt service takes priority over investor distributions. Expansion GPU purchases or leases cannot close until acceptable financing is secured and committed, with unanimous approval of the RT Fund 2 Board of Managers. Modeled returns depend on these financing assumptions.
Independent valuation, QSBS review, additional customer-contract conversion, lien perfection and required JV Operating Agreement provisions remain subject to confirmation as described in the Individual Investment Disclosure.
No public market exists for Fund, SPV or JV interests. Investors must be prepared for an illiquid investment and the possible loss of their entire investment.
A Delaware limited liability company operating from Ohio, and an evergreen Regulation D Rule 506(c) private fund, investing across private credit, structured equity, growth capital, venture, private equity and commercial real estate.