Pantheon Compute Prospectus

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Pantheon Compute Prospectus

1. Executive Summary

Pantheon Compute has successfully deployed and operationalized a state-of-the-art 5 MW high-density GPU campus in Carbon County, Wyoming, purpose-built for ultra-low-latency AI inference workloads. This facility represents a new paradigm in computational infrastructure, combining consumer-grade hardware economics with enterprise-grade reliability in a capital-efficient deployment model.

Key Milestones Achieved (Past 6 Months)

  • Scaled to 800 RTX 4090 GPUs utilizing our proprietary open-air 8-card build.

  • Sustained 85% average utilization across all compute nodes, generating $1.05 million in top-line revenue.

  • Demonstrated exceptional ROI velocity with a 6-month concept-to-cash cycle by leveraging Wyoming's advantages:

    • Ultra-competitive land acquisition costs

    • Pre-existing HPC infrastructure

    • Favorable commercial power rates at 8.7¢/kWh

    • Semi-arid climate enabling free-air cooling ~10 months annually

Growth Capital Opportunity

We are seeking strategic capital partners to:

  • Double our computational capacity (+800 × 5090-class GPUs) to meet demonstrable market demand

  • Accelerate our multi-site strategy to diversify geographic footprint

Flexible Structures

  • Option A: 4090 Fleet Buy-in - Acquire ownership stakes in the operational 4090 GPU array (28-32% projected IRR)

  • Option B: 5090 Deployment Funding - Capitalize the next-generation 5090 GPU deployment (37-41% projected IRR)

2. AI Computing Market Overview

The Inference Inflection Point

The AI computing landscape has reached a critical inflection point: inference—not training—is now the dominant cost driver for generative AI deployments at scale. As foundation models proliferate across industries, the economics of inference have become the determining factor in commercial viability.

Market Size & Growth Trajectory

  • $106 billion market by 2025 (current year)

  • $255 billion by 2030, representing a 19% CAGR

  • The Mountain West region positioned to capture 7-9% of this market due to favorable power economics, cooling advantages, and strategic proximity to major interconnection points

Supply Constraints Creating Market Opportunity

  • Dwindling RTX 4090 inventories ahead of the anticipated 5090 launch (15-22% above MSRP premiums)

  • Cloud providers facing allocation limits, forcing capacity rationing

  • Enterprise deployment backlogs extending 6-8 months for traditional infrastructure providers

Pantheon's custom deployments at every level of the stack create long term speed and cost advantages that will continue to create new opportunities as this space grows.

3. Pantheon GPU Infrastructure Strategy

Economic Architecture

  • Cost-per-FLOP Optimization

    • RTX 4090 ($3.5 K) and 5090 ($4.5 K) deliver ≈ $5 per TFLOP of compute; H100 ($35 K) and H200 ($45 K) sit at $9-11 per TFLOP—about half the efficiency and 10× the upfront cost.


    • One or two consumer cards easily serve Llama-3 70B, Mixtral 8×22B, Stable Diffusion XL, Whisper-large, and similar jobs; at today’s H100 rental rates that pricing supports ~75 % gross margins.

  • Retrofitted ASIC Infrastructure

    • Leveraging pre-wired and network monitored 420v power distribution units

    • 6 kW "wind-tunnel" fan systems repurposed from cryptocurrency mining installations

    • Removable GPU frame design enables rapid deployment and maintenance

Environmental Highlights

  • Redundant Cold-Aisle Containment

    • Custom-designed hot/cold separate system with climate differential monitoring

    • N+1 redundant top-exhaust fans for maximum airflow

    • Junction temperatures maintained below 71°C even at 40°C ambient conditions

  • Rapid Repair Protocol

    • 5% spare inventory maintained on-site

    • Failed cards swapped in under 30 minutes with documented procedures

    • Mean time to recovery: 22 minutes (vs. industry standard of 4-6 hours)

Software-Defined Operations

  • Efficient Internal and Marketplace operations

    • Proprietary Bare Metal provisioning system rapidly deploys on multiple marketplaces:

      • RunPod, TensorDock, Shadeform, Akash, Direct

    • Idle capacity falls back to our Pod Based Rental API

    • Silicon Net Analysis software 

    • Custom on QA system drives diagnosis and repair

4. Facility Specifications (Central WY Campus)

Strategic Location Advantages

Pantheon's primary GPU facility in Central Wyoming provides significant advantages in power costs, climate, and infrastructure readiness.

Core Facility Attributes

Attribute

Detail

Land & Zoning

250,000 sq ft parcel with 30-year lease

Power Infrastructure

5 MW capacity constructed and bonded with 1MW current load. 

Cooling Systems

Mixed free-air + evaporative cooling design with responsive temperature and humidity controls

Network Connectivity

Redundant 10 Gb line with 2Gb failover (Spectrum + Lumen) with direct BGP linking for redundant public IP access

Security Systems

24/7 CCTV monitoring, ADT access security, dual door security with biometric locking

Operational Staffing

2 full-time Level-2 technicians, 2 part-time swing shift personnel, remote NOC

Expansion Capabilities

  • Second transformer pad constructed for additional 5 MW

  • 10MW Site build out started Q4 2024

  • Current Building sized for 5,000+ GPU total capacity

  • Local utility has confirmed capacity for phased expansion to 25 MW total

5. Financial Projections

5.1 Existing Fleet Performance (800 × RTX 4090)

Key Performance Indicators:

  • Billable hours: 7,450 hours/GPU/year (based on 90-day trailing average)

  • Effective utilization rate: 85% (vs. industry average of 65-70%)

  • Average rate realized: $0.45/GPU-hour

  • Annualized run-rate revenue: $2.68 million

Operational Expenses (Annual):

  • Power costs: $100,000 (8.7¢/kWh commercial tariff)

  • Staff expenses: $250,000 (inclusive of benefits)

  • Network/bandwidth: $60,000

  • Miscellaneous costs: $110,000 (operational expenses, spare inventory)

  • Total OPEX: $.52 million

Financial Performance:

  • EBITDA: $2.18 million

  • EBITDA margin: 81.3% (unaudited)

  • Pre owner distribution payback period: 9.8 months (aggressive estimates based on market demand)

5.2 Expansion Plan (+800 × 5090-class)

Metric

Assumption

Card Cost

$4,500 all-in (inclusive of server components)

Utilization

95% (reserved contracts + marketplace)

Billable Rate

$0.70/GPU-hour (training-capable 5090)

Annual Revenue

$5.81 million incremental

Incremental OPEX

$0.75 million

Payback Period

8.3 months unlevered

5.3 Consolidated Financial Metrics

Key Investment Metrics:

  • Owner Share: 50% of net revenue after power costs

  • Projected IRR: 75-82% on a 36-month horizon

  • Cash Yield: Distributions begin in month 2 of operations

Capital Structure:

  • Total CapEx Requirement: $2.25 million (GPUs and infrastructure)

  • Working Capital Allocation: $0.38 million (90 days operating expenses)

  • Contingency Reserve: $0.25 million

  • Total Raise: $2.88 million

[Financial audit pending - Final validation expected by June 2025]

6. Client Pipeline & Use-Cases

Strategic Direct Clients

Customer

Scope

Status

Value Proposition

Stealth Quant Trading Firm

64 GPU training & inference cluster

Running >30 days, 99.2% uptime

Custom 256TB Storage deployment to support HPC operations

Inference SaaS Provider

56 GPU low-latency pods

Running >60 days, 99.2% uptime

Real-time inference for enterprise client base with low cost per flop and high reliability

Marketplaces (Runpod, Akash, Shadeform etc)

500+ GPU on platform

Running for >6mos

Large scale 4090 in single networked cluster, Bare Metal API availability, rapid response.

Additional Pipeline

24 Card Available for customer exploration

Work with new customers and modify software/hardware to fit needs

Flexibility, deep technical expertise, low cost

Pipeline Development

Current pipeline value represents approximately 300% of planned expansion capacity, providing high confidence in rapid utilization of the upcoming 5090 deployment.

7. Management & Operations

Core Leadership Team

  • Co-Founder, CEO: 10+ years in distributed compute hardware deployment, scaled multiple business >$1M in revenues in last 3 years, former Amazon Special Projects

  • Co-Founder CFO: 25+ years in software development, expertise in process automation and wealth management

  • Operations Director: 30+ years of experience in high performance energy field operations, 5+ years scaling and operating a ASIC mining facility, connected to facilities and energy supply across the U.S.

Technical Operations

Pantheon employs a lean but highly efficient operational model:

Site Operations Team

  • 2 full-time Level-2 technicians (hardware specialists)

  • 2 part-time swing shift personnel for 16/5 coverage

  • Remote NOC in Los Angeles providing 24/7 monitoring

  • 1:400 technician-to-GPU ratio (vs. industry standard 1:120)

Technology Stack

  • Internal DCIM with visibility on machine status, networking, tickets, and benchmarks

  • External management dashboard for Pods, Bare Metal, and billing with API

  • Security and monitoring with alerting systems and rapid response

Operational Philosophy

  • Automate Everything: Zero-touch provisioning, CI/CD for infrastructure, predictive maintenance

  • Measure Relentlessly: Real-time metrics on all components, financial analytics tied to hardware performance

  • Scale Efficiently: Standardized hardware configurations, documented procedures for all maintenance

8. Competitive Advantages

Economic Moat Factors

Power & Tax Advantages

  • Wyoming's 0% corporate income tax

  • 8.7¢/kWh commercial power rate (40% lower than California, 10% lower than Texas)

  • Close relationships with regional power operators

Operational Efficiency

  • Rapid deployment: 100 GPUs/week with just two staff members (4× faster than traditional data centers)

  • Equipment standardization reduces spare parts inventory requirements by 60%

  • Low headcount model: 1 technician per 400 GPUs (vs. industry norm of 1 per 120)

  • Custom builds reduce margin through Systems Integrators

Environmental Advantage

  • Local climate: 280 cooling-degree days annually vs. 3,000+ in Sun Belt markets

  • Free-air cooling 10 months per year

  • 33% lower carbon footprint per compute hour than industry average

Technical Differentiation

Marketplace Arbitrage Software

  • Dynamic allocation and metrics engine

  • Yields 8-12% higher net revenue vs. static allocations

  • Custom integration with major GPU marketplaces via Silicon.net

Deployment Velocity

  • From GPU arrival to revenue generation in under 48 hours

  • Automated deployment and QA procedures

  • 1-click deploy for new customers and marketplaces

Support Efficiency

  • Tiered monitoring system with predictive alerting

  • Knowledge base with documented resolution for 97% of known failure modes

  • Remote management capabilities reducing on-site visits by 78%

Proven Performance Metrics

  • 99.1% uptime (past 6 months) - excluding scheduled maintenance

  • Mean time to recovery: 120 minutes (vs. industry standard 4-6 hours)

  • Hardware deployment efficiency: 12.5 GPUs per staff-hour

9. Investment Structure

Investment Options

Option

Minimum Ticket

Cash-Flow Start

Target IRR

Key Features

4090 Pool Buy-in

$3,500/GPU

Immediate

28-32%

• Direct ownership in operating fleet

• Established revenue history

• Lower risk profile with immediate yield

5090 Pre-Order

$4,500/GPU

4-8 weeks

37-41%

• Next-generation hardware access

• Deployment discount vs. market rates

• Enhanced yield potential

SAFE

≥$50,000

N/A

8% coupon + equity

• Spread risk across entire cluster

• Defined 36 month operational period

• Bulk liquidation at the end of term

Legal Structure

All GPU assets are tokenized through Silicon Network's protocol, with ownership represented exclusively by GPU NFTs. This structure provides:

  • Bankruptcy-remote ownership through bailee relationship (Provider holds GPUs solely as bailee with no estate interest)

  • 50/50 revenue sharing of net revenue after platform fees

  • Clean tax treatment with clear responsibility delineation

  • Multiple exit mechanisms (redemption, liquidation, or transfer)

  • On-chain governance and transparency

  • Mandatory UUID tracking and tamper-evident labeling

  • Economic protection through Provider's insurance obligations

  • Clear performance SLAs with remediation processes

This structure is formalized through a comprehensive GPU Service Agreement with Pantheon Compute (Delaware C-Corporation) as Provider, linked here https://pantheoncompute.com/legal/service/4090 

Revenue Distribution Waterfall

  1. Revenue Share (50% to Provider, 50% to GPU Owner of net revenue)

  2. Early Termination Fee (30% of original purchase price if Owner terminates early)

  3. Decommissioning Fee (1% of total liquidation value at end-of-life)

  4. Economic Protection (Provider ensures minimum $50/month net revenue floor)

Investor Protections

  • Silicon Network Monitoring - Real-time GPU tracking via tamper-evident UUID labels

  • On-Chain Transparency - Performance metrics, revenue data, and SLA compliance publicly verified

  • Uptime SLA - 95% minimum uptime with remedial data credit burn for violations

  • Service Level Enforcement - Automated compensation for performance shortfalls

  • Hardware Guarantees - Functionally equivalent replacement for failed equipment

  • Redemption Rights - Owner can recall physical GPU by surrendering NFT

  • Transfer Freedom - Unrestricted ability to sell/transfer GPU NFT ownership

  • Force Majeure Protection - Comprehensive disaster recovery planning and insurance

Exit Options

  • Ongoing Revenue Share - Continue receiving 50% of net revenue throughout GPU lifecycle

  • NFT Transfer - Sell GPU ownership to new investors by transferring the GPU NFT via Silicon Network

  • Redemption - Retrieve physical GPU by surrendering the GPU NFT (shipping at owner's expense)

  • Early Termination - Exit before end-of-life date with 30% fee on original purchase price

  • End-of-Life Liquidation - Receive pro-rata share of liquidation value when GPU reaches EOL

  • Owner Extension - Request 12-month EOL extension if owner controls all GPUs in server

  • Forced Liquidation Protection - Economic hardship exit requires 3 consecutive months below $50 revenue threshold

10. Risk Factors & Mitigation

Supply Chain Risks

GPU Supply Constraints

  • Risk: Limited availability of new GPUs due to global semiconductor shortages

  • Mitigation:

    • Multi-vendor purchase orders across different channels

    • Swap-compatible sled design adapting to various GPU form factors

    • Strategic inventory buffer of 5% maintained

    • Privileged relationships with former mining hardware channels

Operational Risks

Power Pricing Escalations

  • Risk: Potential increases in electricity costs impacting margins

  • Mitigation:

    • Load-shifting capabilities during peak pricing periods

    • Secondary site selection focused on renewable power sources

Market Price Compression

  • Risk: Decreasing GPU-hour rates due to increased market competition

  • Mitigation:

    • Cross-listing on four spot markets for optimal price discovery

    • Reserved capacity deals accounting for ≥30% of total capacity

    • Differentiation through higher card per rig (8x) specialization

    • Cost structure allows profitability even at significantly reduced rates

Infrastructure Risks

Single-Site Exposure

  • Risk: Geographic concentration of computing assets

  • Mitigation:

    • Site #2 location secured in Central Wyoming with access to 10 MW power

    • Can be activated within 120 days if needed

    • Distributed network architecture supporting multi-site operations

    • Insurance coverage for business interruption

Hardware Reliability

  • Risk: GPU failure rates impacting availability and performance

  • Mitigation:

    • Standardized hot-swap procedures for <10 minute replacement

    • Comprehensive RMA relationships with key vendors

    • Burn-in testing protocol for all new hardware

Regulatory Risks

Export Controls & Compliance

  • Risk: Changing regulatory landscape for AI compute resources

  • Mitigation:

    • All equipment maintained below 4096 GPU memory threshold

    • No export-controlled silicon in current or planned deployments

    • Regular consultation with specialized legal counsel

Tax Environment Changes

  • Risk: Potential modifications to Wyoming's favorable tax structure

  • Mitigation:

    • Long-term tax agreements with local authorities

    • Diversified site strategy including multiple tax jurisdictions

    • Flexible corporate structure enabling jurisdictional optimization

11. Market Validation

Operational Performance

  • Sustained Utilization: >85% average utilization since February 2025

  • Revenue Growth: Consistent month-over-month growth since initial deployment

  • Customer Retention: 50% retention rate among direct customers, with 60% increasing allocation within 90 days

Capital Efficiency

  • Rapid Deployment: $2.5 million in equipment deployed and generating revenue in <6 months

  • Third-Party Validation: 12 independent investors already participating through Silicon.net

  • Cost Structure: 47% EBITDA margin, significantly outperforming public cloud GPU offerings

  • Unit Economics: Current operations tracking to 16.4-month payback (ahead of 18-month projection)

Market Demand Signals

  • Enterprise Traction: Two Fortune 500 inference teams in technical diligence (NDAs on file)

  • Waitlist Growth: 35+ organizations on waitlist for 5090 deployment (2.4× planned capacity)

  • Pipeline Expansion: 220% of planned expansion capacity in qualified sales pipeline

  • Market Rate Stability: Maintained target rates despite broader market fluctuations

Customer Success Metrics

Our customers are achieving significant technical and business objectives:

Stealth Quant Trading Firm

  • Reduced model inference latency from 12ms to 2.8ms

  • Unlocked new trading strategies previously constrained by compute limitations

  • ROI measured at 8.4× over six months of operations

Voice-AI SaaS Provider

  • Scaled to 500 million API calls per month

  • Reduced compute costs by 42% compared to previous cloud provider

  • Maintained consistent sub-30ms response times at scale

Forward-Looking Statements: This document contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from predicted results. Factors that could affect outcomes include regulatory changes, energy fluctuations, competitive pressures, supply chain disruptions, and macroeconomic conditions.