The document offering a company’s shares or bonds, which its buyers and lenders read. SpaceX’s showed its lenders how fast the machine had been built, and the lawsuit over its turbines. See S-1. Chapter 10.
From The AI Compute Race. Read the book
Where the book uses it
- Chapter 10 — The Lender’s Decision
Who is lending the money and who bears the loss: the bonds, leases and guarantees behind the largest campuses, and how the paper reaches ordinary retirement accounts.
Where the record uses it
- Campus Project Matador / HyperGrid
- Person Damodaran, Aswath
Sources that use it
- Amazon.com, Inc., “Prospectus Supplement, $25,000,000,000 Senior Notes,” U.S. Securities and Exchange Commission, 7 July 2026 (cover: fourteen Joint Book-Running Managers, Barclays, Goldman Sachs & Co. LLC, J.P. Morgan, Morgan Stanley, BofA Securities, Citigroup, HSBC, Wells Fargo Securities, Deutsche Bank Securities, BNP PARIBAS, RBC Capital Markets, Scotiabank, SOCIETE GENERALE and TD Securities, and twenty co-managers; Use of Proceeds, p. S-12: “The net proceeds from the sale of the notes will be used for general corporate purposes, which may include, but are not limited to, repayment of debt, acquisitions, investments, working capital, investments in our subsidiaries, capital expenditures, and repurchases of outstanding shares of our common stock”; risk factors, pp. S-7 and S-8: “The indenture for the notes does not” “require us to maintain any financial ratios”, “limit our ability to incur indebtedness that is equal in right of payment to the notes” or “restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock”) In the Sources
- SB Energy, Inc., Form S-1 registration statement, filed 1 September 2026 (accepted 31 August 2026, 17:41 ET; accession 0001628280-26-059639; CIK 2133037 — the 1628280 in the row’s earlier URL is the filing agent’s and returned HTTP 404; the leases dated under Recent Developments: “On August 17, 2026, 17 of our subsidiaries, each as landlord, and an affiliate of OpenAI, as tenant, entered into individual lease agreements for the PORTS-Pike Technology Campus, resulting in 17 leases covering approximately 8.0 GW-IT of critical IT capacity in the aggregate”; the Business section on the campus’s transmission: “AEP Ohio and its affiliates intend to incur approximately $5.1 billion in capital costs to help facilitate the new regional grid infrastructure upgrades necessary to serve the PORTS-Pike Technology Campus” and “This structure is intended to directly allocate the costs of this expansion and other embedded costs to the PORTS-Pike Technology Campus and to protect ratepayers of AEP Ohio as well as more broadly in the region. Our leases with OpenAI will then pass on these costs as operating costs throughout the duration of the lease”, the sum a utility’s intention as the issuer reports it, not reconciled by any document with the $4.2 billion of the Energy Department’s fact sheet) — the landlord of OpenAI’s Ohio (PORTS-Pike) and Texas (Milam County) campuses and of SoftBank’s Cosmos campus; read directly for this book: Prospectus Summary pp. 5–9 and 20–21 (capacity, backlog, NVIDIA Class N purchase; the MD&A’s backlog paragraph: consolidated backlog “approximately $439 billion”, of which “approximately $357 billion is expected to be recognized thereafter”, beyond 96 months, while the “$351 billion” expected thereafter is the DC segment’s share of its own $430 billion; backlog-associated capex “approximately $178 billion, measured on a cash basis from June 30, 2026”; the portfolio: 8.8 GW-IT contracted, 0.8 GW-IT of it under construction at the Cosmos Technology Campus and Milam County Buildings 1 and 2, and the 8.0 GW-IT PORTS-Pike campus contracted but not yet under construction; “Together, Borden County and Scurry County represent approximately 1.7 GW-IT of near-term critical IT capacity in ERCOT with secured interconnection”, p. 5; “No data center capacity is currently in operation”, p. 5; PORTS-Pike “will be among the largest data centers in the world”, “8.0 GW-IT of data center capacity, representing 10 GW of gross power load expected to be supported by the PJM transmission system and new neighboring gas-fired generation facilities”, p. 9; “Rent commencement for each phase and the tenant’s associated obligations remain conditioned on satisfaction of the applicable RFS conditions”, p. 9; “reflecting an investment from NVIDIA of $3.0 billion in total between the Prepaid Forward Contract and the Share Purchase Agreement”, p. 20, both dated 17 August 2026, p. ii and p. iv; the forward with Energy Global, “our indirect parent entity”, p. iii, at “the initial public offering price before underwriting discounts and expenses multiplied by 90%”, p. iv, for Class N “non-voting common stock”, p. ii; the company plans to fund “the majority” of the backlog capex from “newly raised project-level debt financing”, p. 41; the offering summary, p. 28: NVIDIA’s Class N purchase “for an aggregate purchase price of $1.5 billion” is “contingent upon, and is scheduled to close simultaneously with, the closing of this offering, subject to the satisfaction of certain conditions”, the forward’s $1.5 billion prepaid “for delivery of Class N common stock upon the completion of this offering”, p. iv), Recent Developments (17 August 2026: 17 leases with an OpenAI affiliate covering approximately 8.0 GW-IT of the 17-building PORTS-Pike campus, 20-year initial terms, triple-net, yield-on-cost rent, commencement conditioned on RFS conditions; NVIDIA’s residual value guaranties of the tenant’s lease obligations “covering only the initial approximately 4.25 GW-IT at an aggregate guaranteed value of $105 billion,” with an option in NVIDIA’s sole discretion to guarantee the remaining 3.78 GW-IT, triggered “only upon specified tenant insolvency or an uncured monetary default,” the guaranteed minimum value holding constant and then declining “on a defined schedule over the 20-year leases”; “The guaranteed minimum value holds constant and then declines on a defined schedule over the 20-year leases”, p. 19; “such compensation is provided separately by OpenAI under a separate agreement”, p. 19; “the leases covering each of the initial nine buildings, representing approximately 4.25 GW-IT”, p. 164; risk factors, p. 53: it “is not a guaranty of rent or other payment obligations”; p. 51: “no covered loss amount is payable unless and until the applicable RFS Conditions have been satisfied”), Risk Factors pp. 41, 47–59, 79–87, Business pp. 177–201 (project table, PORTS-Pike leases and NVIDIA residual value guaranties, utility service; “Energization of certain Texas projects remains subject to completion of the ERCOT and PUCT audit and verification process”, p. 180; “further supplemented by an initial build-out of approximately 9.2 GW of gas-fired generation facilities”, p. 183; “Each of the 17 buildings is subject to a separate 20-year NNN lease”, p. 183; the gas plant is “being developed by an affiliate of SoftBank that is not our subsidiary”, p. 195, “not owned by the Company”, p. 11; “expected to be funded under the U.S.-Japan Partnership through an investment vehicle jointly owned by the U.S. Department of Commerce and an entity established by the Japan Bank for International Cooperation, with potential participation by various Japanese institutional investors”, and, of that participation, “no such participation has been committed as of the date of this prospectus”, p. 184, the risk factor on p. 78 adding “there can be no assurance that such funding will be provided on the anticipated timeline, in the anticipated amounts, or at all”; for Milam County “high-voltage interconnection is being delivered in phases”, the first “200 MW from Orion 1 via 34.5kV, targeted August 2026”, the fourth targeted March 2027, “for a total initial campus load of approximately 660 MW”, p. 195; “Utility service for the 0.8 GW of load at the PORTS-Pike Technology Campus is covered by an Electric Service Agreement and Letter of Agreement with AEP Ohio, which includes the condition that certain transmission upgrades be completed”, p. 200; “Utility service, the transmission expansion project, and allocation of transmission costs to the PORTS-Pike Technology Campus for the 9.2 GW of transmission capacity are covered under separate agreements”, and “These agreements are at various stages of execution and are subject to final regulatory approvals”, p. 200), MD&A pp. 137–140, Certain Relationships pp. 236–241 (OpenAI warrants, NVIDIA guaranty; “3,991,809 warrants”, at “a nominal exercise price of $0.01 per share”, p. iv; “The warrant arrangement was intended as a material inducement for OpenAI to enter into the lease arrangements and was agreed to be treated as a discount or allowance against payments under those arrangements, including rent”, p. 237; “As of June 30, 2026, the fair value of the warrant liability was approximately $5.5 billion”, p. 237, and a loss of “$2,573,056 thousand for the six months ended June 30, 2026”, p. F-79; the 30 June 2026 fair value is that of the 8,554,600 warrants issued on 9 January 2026, p. F-79, valued at $5,486,117 thousand, p. F-80, of which 4,562,791 were forfeited and cancelled under the amended and restated agreement, p. F-89; on 9 January 2026, the day of the warrants, an affiliate of OpenAI “made an equity investment of $500.0 million preferred equity investment in Energy Global,” the parent, to convert into common equity on a qualifying listing), Description of Certain Indebtedness pp. 244–253 (Cosmos notes; Cosmos: “On May 7, 2026 … issued $999.0 million aggregate principal amount of 8.875% Senior Secured Notes due 2031 … at a price of 99.500% … with a yield to maturity of 9.002%”, the tenant “an affiliate of SoftBank” on a 15-year triple-net lease; the MD&A read again on 20 September 2026; Cosmos leased “with an affiliate of SoftBank as tenant”, p. 6, SoftBank being “our controlling shareholder”, p. 17; “The Cosmos Senior Secured Notes mature on May 1, 2031”, p. 248; p. 247: the “Orion Project Finance Facilities” were entered “to finance the Ben Milam Solar project portfolio”; the Cosmos notes’ completion guaranty: “one of our parent entities provided a completion guaranty for the benefit of the noteholders and the tenant”, p. 6; read again against the filing on 24 September 2026, every page number the prospectus’s own). In the Sources
- SpaceX, Free Writing Prospectus filed pursuant to Rule 433, 8 June 2026: Exhibit A, transcript of Gavin Baker’s interview of Bret Johnsen, Chief Financial Officer (the business is launch, connectivity and “now AI compute”; asked what orbit enables, he names the regulatory case as the first of its advantages, “the one that I think we should start with is regulatory,” the escape from the ground’s “I don’t want this data center in my backyard”; “power bills are not going down”; “roughly 200 launches for every gigawatt that we put up. About 5 megawatts per launch”; test pieces “as soon as next year”, 2027, “In 2028, we’ll start flying if we stay on target,” “meaningful amounts of compute in space” in 2029; Johnsen on the model people come to rely on, a commitment about a future state and not a description of Grok, which is not named in that answer: “it’s also critical that we have the ability to make sure that the AI model that people start to really rely upon is a truth-seeking model”; “when you start talking about NVIDIA or the AI5 chip or TPU, all of a sudden you start talking about TSMC”). In the Sources
- SpaceX, Free Writing Prospectus filed pursuant to Rule 433, 8 June 2026: Exhibit B, transcript of a conversation between Elon Musk, Chief Executive Officer and Chairman, Dan Huot, Communications Manager, and Ian Dahl, Director of Satellite Engineering (AI1 draft design: 150 kW peak, 120 kW sustained, about a 70-meter wingspan, 600–800 km; ramp “roughly an annualized rate of a gigawatt per year by the end of next year in terms of space AI compute. And then aspirationally, scale that by an order of magnitude per year. So, in two and a half years hitting an annualized rate of 10 gigawatts a year to space, in three and a half years, maybe a hundred gigawatts,” introduced “people should take this with a grain of salt to some degree because this is just our best guess. So, this is not a promise of what we’ll do. This is what we are going to try to do and think we probably can do”; the filing dates the video’s posting to X, 8 June 2026, not its recording; the design assumptions of “250 watts per square meter for the solar array, and about 1,400 watts per square meter for the radiators,” the radiators “double-sided” and “radiating on both sides”). In the Sources
- SpaceX, Free Writing Prospectus filed pursuant to Rule 433 (Registration No. 333-296070), June 2026, carrying the Australian prospectus and its risk section 1.2 (orbital hardware must withstand launch loads, thermal cycling, “radiation from solar and cosmic sources,” micrometeoroids and debris; once deployed it “will not be readily accessible, and as a result, will not be easily repaired or upgraded, such that any component failures could result in permanent capacity loss, accelerated depreciation, decommissioning or need for replacement”; space weather events “could in the future disrupt satellite propulsion, power systems, and communications equipment, potentially leading to reduced performance or permanent damage”; “the useful life of our satellites is inherently shorter than that of the information technology systems and infrastructure they host”; the orbital initiatives “may not achieve commercial viability”). In the Sources
Related terms
From the glossary of The AI Compute Race.
How to cite this page
Dryburgh, Lee S. “Prospectus.” In The AI Compute Race. DRYBURGH. https://dryburgh.com/vol1/glossary/prospectus (accessed 2026-11-01).
BibTeX
@misc{dryburgh-prospectus-2026,
author = {Dryburgh, Lee S.},
title = {{Prospectus}},
howpublished = {In \emph{The AI Compute Race}, DRYBURGH},
year = {2026},
url = {https://dryburgh.com/vol1/glossary/prospectus},
note = {Accessed 2026-11-01}
}