Please read this page carefully. It applies to the whole of this website, gpu-capital.com, including market notes and any page you reach after you log in. By using this website you accept these terms and our Terms of Use.
If anything on this website conflicts with this page, this page applies. If anything on this website or on this page conflicts with a Fund’s offering documents, the offering documents apply.
1. Who we are
In this notice, “GPU Capital”, “we”, “us” and “our” mean GPU Capital LLC and its affiliates, including GPU Capital Partners LLC. A “Fund” means a private investment fund or other investment vehicle that GPU Capital manages or advises. GPU Capital is based in Seattle, Washington.
GPU Capital Partners LLC files reports with the Washington State Department of Financial Institutions as an exempt reporting adviser. It is not registered as an investment adviser with the US Securities and Exchange Commission (SEC) or with any state. Filing these reports does not mean that any regulator has reviewed or approved GPU Capital, its services or any Fund, and it does not imply any level of skill or training. You can look up GPU Capital Partners LLC on the SEC’s Investment Adviser Public Disclosure website.
2. No offer or solicitation
This website is for information only. Nothing on it is:
- an offer to sell, or a solicitation of an offer to buy, any interest in a Fund or any other security;
- an offer of investment advisory services; or
- a recommendation to buy, sell or hold any investment or to follow any strategy.
An offer of interests in a Fund may be made only through that Fund’s confidential private placement memorandum, limited partnership agreement and subscription documents (together, the “offering documents”), and only to persons who are eligible and whom we have accepted after our review. The offering documents describe the Fund’s terms, fees, risks and conflicts of interest, and they replace anything on this website. Read them in full, and consult your own advisers, before you decide to invest.
3. Who can invest
The Funds are open only to investors who meet the eligibility requirements in their offering documents. These generally require that an investor be both an “accredited investor” as defined in SEC Rule 501(a) and a “qualified purchaser” as defined in section 2(a)(51) of the Investment Company Act of 1940. Answering questions about your eligibility on this website does not make you eligible, and we may decline any request for any reason.
Interests in the Funds are not registered under the Securities Act of 1933 or the securities laws of any state, and the Funds are not registered as investment companies under the Investment Company Act of 1940. Interests are offered in reliance on exemptions from registration. They are subject to restrictions on transfer and resale, and you may not be able to sell or transfer them.
This website is intended for persons in the United States. It is not directed to any person in any jurisdiction where publishing it or making it available would be unlawful.
4. No regulatory approval
Neither the SEC nor any state securities regulator, nor any other regulator, has approved or disapproved of any Fund or any interest in a Fund, passed on the merits of any offering, or reviewed or confirmed the accuracy or completeness of this website or of any offering documents.
5. No investment, legal or tax advice
Nothing on this website is investment, legal, tax, accounting or other professional advice, and nothing on it takes account of your objectives, financial situation or needs. Using this website, contacting us or receiving materials from us does not make you our client. Our advisory client is each Fund, not the investors in it. Talk to your own legal, tax and financial advisers before making any investment decision.
6. Performance information
Past performance does not predict future results. The value of any investment can go down as well as up. You could lose some or all of the money you invest.
When we provide performance information, we provide footnotes explaining what it covers, how it was calculated and its limitations. Please read them with the figures. The following points apply to all performance information we provide.
The Managing Partner’s prior personal investments. Some materials describe results of GPU equipment projects in which our Managing Partner, Marek Omilian, invested his own money before any Fund made an investment. Those results are not the results of any Fund or of GPU Capital, and no Fund investor earned them. Those projects differed from the Funds in size, structure, financing, leverage, diversification, counterparties, fees and timing, and market conditions have changed since they were made. A Fund may not be able to find, or make, similar investments. Because those projects did not pay the fees, carried interest and expenses that Fund investors pay, any “net” figures for them are calculated by deducting assumed fees and expenses, as explained in the footnotes.
Gross and net returns. “Gross” returns are calculated before management fees, carried interest (also called a performance allocation), fund expenses and taxes. “Net” returns are calculated after deducting management fees, carried interest and fund expenses, but before any taxes you pay yourself. Net returns are lower than gross returns, sometimes by a large amount. Whenever we show a gross return, we show the net return for the same investments and the same period, with at least equal prominence.
IRR and MOIC. “IRR” (internal rate of return) is an annualized return that depends on both the amount and the timing of cash flows. IRRs can be high when gains are earned over short periods, even if the gains are small in dollar terms, and they can be calculated in different ways that give different results. “MOIC” (multiple on invested capital) is the total of cash returned plus the estimated value of what remains, divided by the amount invested. It does not account for how long the money was invested. Neither measure is a measure of risk.
Realized and unrealized results. Results for investments that have not been fully realized include estimated values for the assets or contracts that remain. Those estimates may never be achieved. Where those estimates were made by GPU Capital, Mr. Omilian or GPU Appraisals, they are not independent (see section 11).
Selected investments. When we describe a single investment or a group of investments, we will provide on request the results of all investments in the same track record or Fund, and we will tell you how the investments shown were selected.
7. Case studies, examples, targets and projections
Case studies, examples, models, targets and projected returns are hypothetical. They are not the results of any actual investment, and you should not assume that a Fund will make any similar investment or achieve similar results.
Hypothetical figures are prepared by GPU Capital. They rely on assumptions, for example about equipment prices, rental rates, utilization, financing terms, operating costs, residual values and the absence of defaults, that may prove wrong. They do not reflect every factor that can affect actual results, and they are prepared with knowledge of past events. Actual results may be materially lower, and may be a loss. A target return is an objective, not a promise or a prediction.
Ask us if you would like more detail about any hypothetical information we provide.
8. Forward-looking statements
This website contains forward-looking statements, such as statements about markets, demand for computing capacity, rental rates, equipment values, deal flow, strategy, targets and expected cash flows. Words such as “aim”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “should”, “target” and “will” often identify them. Forward-looking statements reflect our views at the time they were made. They involve risks and uncertainties, many outside our control, and actual events or results may differ materially. You should not rely on them. We do not undertake to update them.
9. Summary of principal risks
An investment in a Fund is speculative and involves a high degree of risk. It is suitable only for investors who can afford to lose their entire investment and who do not need their money back for many years. The list below is a summary only. It does not include every risk, and the risks are not listed in order of importance. The offering documents describe these and other risks in detail.
Limited operating history. GPU Capital and the Funds are new and have little or no record of operating results as a fund manager or as funds. Past results of the Managing Partner’s personal investments may not be repeated.
Technology obsolescence and residual value. NVIDIA and other manufacturers release new generations of GPUs frequently. Each new generation can reduce the rental rates and resale values of older equipment, sometimes sharply and quickly. The useful economic life of GPU servers is uncertain and may be shorter than we assume. Equipment may be worth much less than expected at the end of a lease or loan, or may be hard to sell at all.
Falling rental rates. Prices for renting GPU computing capacity have changed rapidly and could fall further as supply grows, as newer equipment arrives or as demand changes. Lower market rates can lead lessees to seek to renegotiate, can reduce the value of the Fund’s equipment and contracts, and can mean that equipment can only be re-leased, after a default or at the end of a term, at much lower rates.
Counterparty default. The Funds lease equipment to, and lend to, AI cloud operators. Many of them are young, fast-growing businesses with limited operating histories, high debt, a small number of customers and uncertain profitability. A lessee or borrower may pay late, seek to renegotiate, become insolvent or stop paying. Guarantees, including personal guarantees, may not be available in every transaction, may be difficult or costly to enforce and may be worth little. An operator’s own customers may also fail to pay the operator, which can in turn cause it to default.
Operator execution. The Funds depend on operators to install, run, maintain, secure and insure the equipment and to find customers for it. If an operator cannot do this well, the equipment may sit idle or be damaged, and the operator may be unable to pay. The Funds have limited control over how operators run their businesses.
Power and data center risk. GPU servers need large amounts of power and cooling in suitable data centers. Power and space may be unavailable, delayed or more expensive than expected. Data center outages, equipment failure, fire, flooding, extreme weather or other events can damage equipment or interrupt revenue. A data center operator may claim rights over equipment on its premises, for example for unpaid fees, or may end its contract with the operator, which can make the equipment hard to access or move.
Collateral, enforcement and recovery. Recovering equipment after a default can be slow, expensive and uncertain. Bankruptcy or insolvency proceedings can delay or prevent repossession, and a court might treat a lease as a secured loan. Where a Fund holds a second lien, other creditors with a first lien are paid first, and the Fund may recover little or nothing. Security interests may be unperfected or contested, and equipment may be located in other states or countries with different laws. Equipment may need to be removed, shipped, tested and resold, and sale prices in a forced sale may be far below appraised values.
AI demand and market risk. The Funds’ strategy depends on continued demand for AI computing capacity. That demand, and the funding available to AI companies, could slow or fall because of technology changes, more efficient software, economic conditions, changes in capital markets or other factors. Many AI and data center businesses could face financial stress at the same time.
Illiquidity. There is no public market for Fund interests, and none is expected to develop. Transfers require our consent and must comply with securities laws. Withdrawals or redemptions may be limited or unavailable. You should expect to hold your investment for the full life of the Fund. The Funds’ own assets, such as leases, loans and used equipment, can also be hard to sell.
Concentration. A Fund may hold a small number of investments, particularly in its early years. It will be concentrated in a single type of asset (GPU servers), a single industry (AI computing) and a small number of manufacturers, operators and data centers. Problems with any one of them could significantly reduce a Fund’s returns. Any diversification targets we describe are objectives, not assurances.
Valuation. Most Fund assets have no readily available market price. Their values are estimates based on judgments and assumptions, for example about equipment values, rental rates, credit quality and residual values. Those estimates may differ significantly from the price that could be obtained in a sale. Valuations affect reported performance, and may affect other amounts described in the offering documents. Some valuations may be prepared by GPU Capital or an affiliate, which creates conflicts of interest (see section 11).
Conflicts of interest. GPU Capital, Mr. Omilian and their affiliates have interests that may differ from those of the Funds and their investors, including through GPU Appraisals, an affiliated appraisal practice. See section 11.
Leverage. A Fund or its investments may use borrowed money, including equipment financing from manufacturers or other lenders. Lenders are generally paid before investors and may have rights to the equipment. Leverage increases the size of losses as well as gains, adds interest cost and refinancing risk, and can lead to the loss of equipment if loan terms are breached.
Key person. The Funds depend heavily on Marek Omilian, who makes investment decisions. If he dies, becomes disabled, leaves or devotes less time to the Funds, the Funds could be seriously harmed. Mr. Omilian also has other business activities, including GPU Appraisals, which reduce the time he can spend on the Funds.
Regulatory, export control and sanctions risk. US export controls restrict where advanced GPUs and related technology may be shipped, who may use them and for what. Economic sanctions prohibit dealings with certain countries and persons. These rules have changed often and may change again. They could reduce the number of eligible lessees and buyers, lower resale values, require licenses, delay transactions or prevent the Funds from recovering or reselling equipment. A breach by a Fund, an operator or an end user could lead to severe penalties and loss of equipment. Changes in securities, tax, data center, energy or other laws could also harm the Funds.
Dependence on suppliers. The Funds’ assets are largely made by NVIDIA and a small number of server manufacturers. Supply shortages, delivery delays, product defects, warranty limits or changes in a manufacturer’s pricing or policies could harm the Funds.
Insurance. Insurance on the equipment may be unavailable, insufficient or disputed, and may not cover every loss, such as loss in value from obsolescence.
Interest rates, currencies and other countries. Changes in interest rates can affect the value of leases and loans and the cost of financing. Investments outside the United States add currency, legal, tax and political risks.
Fees and expenses. Investors pay management fees, carried interest and Fund expenses whether or not the Fund performs well, and these reduce returns.
Distributions are not guaranteed. Any target for the timing or amount of distributions, or for the return of capital, is an objective only. Distributions depend on cash received from lessees and borrowers and may be reduced, delayed or suspended.
Tax. The tax treatment of an investment in a Fund is complex and may be unfavorable for some investors, including tax-exempt and non-US investors. Investors may receive tax information late and may owe tax on income they have not received in cash. Consult your own tax adviser.
Targets, pipeline and market data. Descriptions of target returns, diversification, pipeline or market size are estimates and objectives. Discussions with potential operators may never lead to investments.
10. Operator financing
Information about financing for AI cloud operators is for information only. It is not an offer or a commitment to lend, lease or provide any other financing. Any financing depends on our due diligence, approval at our sole discretion, the availability of capital and signed final agreements, and it may be provided by a Fund rather than by GPU Capital. Information you send us about your company is handled as described on the inquiry form and in our Privacy Policy.
11. Conflicts of interest
GPU Capital, Mr. Omilian and their affiliates have interests that may conflict with the interests of the Funds and their investors. The offering documents describe these conflicts in detail. The main ones are summarized below.
Our affiliated appraisal practice: GPU Appraisals
Mr. Omilian, the Managing Partner of GPU Capital, also leads GPU Appraisals, an equipment appraisal practice of Value Prism Consulting. GPU Appraisals is therefore an affiliate of GPU Capital. This creates the following conflicts.
- Valuations of Fund assets are not independent. If GPU Appraisals values equipment that a Fund owns or lends against, or values a Fund’s leases or loans, the valuation is not independent of GPU Capital. GPU Capital and Mr. Omilian have financial interests, such as management fees and carried interest, that can be affected by those values, for example through reported performance or the timing of carried interest.
- Underwriting. An affiliate’s appraisal can influence how much a Fund pays for equipment, how much it lends and on what terms. An affiliated appraiser may be less likely to challenge assumptions that support a transaction GPU Capital wants to complete.
- Fees. GPU Appraisals may be paid fees by a Fund, by operators that seek financing from a Fund, or by other parties. If an operator or a Fund pays GPU Appraisals in connection with a Fund transaction, Mr. Omilian benefits from that fee as well as from his interest in the Fund.
- Other clients. GPU Appraisals appraises equipment for lenders, borrowers and others. These may include operators that a Fund finances, lenders that compete with the Funds, or parties on the other side of a Fund transaction. Mr. Omilian may learn information in one role that he cannot use or share in another, and he may face pressure to favor one client over another.
- Time. Work for GPU Appraisals reduces the time Mr. Omilian can spend on the Funds.
How we address these conflicts. Our offering documents describe how these conflicts are managed. We do not describe valuations of Fund assets by GPU Appraisals as independent.
Other conflicts
- Fees and carried interest. Management fees and carried interest may give GPU Capital an incentive to raise or invest more capital, to make riskier investments, to time sales or to value assets in ways that increase its compensation.
- Personal investments of the Managing Partner. Mr. Omilian has invested personally in GPU equipment projects and may continue to hold those investments. They may compete with the Funds for investment opportunities, operators, data center space or buyers of used equipment.
- Allocation of opportunities. If GPU Capital manages more than one Fund or account, or if affiliates or co-investors invest alongside a Fund, GPU Capital must decide how to allocate opportunities and expenses among them.
- Relationships with operators and others. GPU Capital, Mr. Omilian or affiliates may have business, advisory, appraisal or investment relationships with operators, data center providers, equipment manufacturers, brokers and lenders that deal with the Funds.
- Mr. Omilian’s investment in a Fund. Any personal investment by Mr. Omilian in a Fund aligns some of his interests with those of investors. It does not remove the conflicts above.
12. Third-party information
Some information on this website comes from third-party sources, such as industry research, company announcements and news reports. We cite the source and its date wherever we use such information. We believe these sources are reliable, but we have not independently verified the information and cannot guarantee that it is accurate or complete. Market data and estimates are as of the date shown and may have changed.
Quotations from, and references to, third parties, including company executives, are included for information only. Those persons and companies have no connection with GPU Capital unless we say so, and they do not endorse GPU Capital, the Funds or their strategy.
NVIDIA, H100, H200, B200, B300 and other product names are trademarks of their owners. GPU Capital is not affiliated with, sponsored by or endorsed by NVIDIA or any other company named on this website, unless we say so.
13. Links to other websites
This website links to websites run by others, for example Carta (our investor portal), Calendly (meeting booking) and the website of GPU Appraisals. We do not control those websites and are not responsible for their content, security or privacy practices. Their own terms and privacy policies apply. A link is not an endorsement.
14. Protect yourself from fraud
Criminals sometimes pretend to be investment firms or their staff. Please be careful.
- GPU Capital will never ask you to send money to a personal account, to pay in cryptocurrency or by gift card, or to pay a “fee” to receive an investment opportunity.
- We will never guarantee a return or pressure you to invest quickly.
- Subscriptions are completed only through a Fund’s subscription documents. We will never change payment instructions by email alone. Before sending any money, confirm the payment instructions by calling us on a phone number you have verified independently, not one given in the message that sent you the instructions.
- We will never ask for your Carta password or other login details.
- Be wary of anyone who contacts you claiming to be from GPU Capital through social media or messaging apps.
If you receive a suspicious message, do not reply or click any links, and contact us at marek@gpu-capital.com or 404.307.8194. You can also check an adviser on the SEC’s Investment Adviser Public Disclosure website, find guidance at Investor.gov, and report suspected fraud to the SEC at sec.gov/tcr.
15. Accuracy, dates and changes
Information on this website is current only as of the date shown on it, or if there is no date, as of the date it was published. It may have changed since then. We may change, update or remove any information on this website, including this page, at any time without notice, but we do not undertake to do so. Although we take care to keep the website accurate, it may contain errors or omissions.
16. Contact
GPU Capital LLC, Seattle, Washington
Email: marek@gpu-capital.com
Phone: 404.307.8194