A Full Stack AI Infrastructure Platform

A Full Stack AI Infrastructure Platform

A working proposal for discussion. Alan, Wendy, Terrence.

Internal. 2026-09-11.

1The proposal

2The picture

Founders & team
Platform External Investors
Series A, engage after power secured for site 1
PRC holdco
Sponsor SPV
Platform HoldCo (Cayman)
Seeded by PRC holdco (no voting, no board seat, to comply with chip regs)
Staffing / Service
US and SG, hires
Delivers services globally
ComputeCo
Operates as cloud company
Owns and operates the clouds
GPU financings
Junior tranche / Pref / structured equity
Senior GPU debt financing
USD or local with swap
GPU Companies
Site-specific asset, opco, full operating chain
Security for financings
Land Lease OpCo OR external buyer
Chain of companies, from holdco to opco, SG to local
Can also lease to external
Compute Buyers
External compute demand
SitesCo
Minority interests in sites
Earns various fees
Platform for development
Infra equity investors
Majority owners in infra equity
Source Partners
Organizes powered shell development
Earns equity in sites
Sourcing SPV
Organizes powered shell development
Earns equity in sites
Investment SPV
Minority investment per site
DC OpsCo
Operates facility: power, cooling, security, maintenance
own or outsource
Non-PRC controlled
Site N
Owns land/buildings/power infra
Contracts/receives power, holds PPA
Non-PRC controlled
Debt financings
Construction / project debt
Jr/prefs at holdco
EPC / Construction Co (local per country)
Builds and commissions the facility
minority, seedPhase 2: Neocloud StackPhase 1: Developer StackPhase 1 Parallel:Validation onNeocloud OptionPhase 1 Parallel:Validation onNeocloud OptionGPUfinancingpayleasesitecomputepayminoritymajorityminorityminorityminorityownoroutsourcefeesFeesServicedebtfinancepayleaseFeesBuilds
Founders and teamOursOurs or outsourcedOutside money and demandThe backers and their contractorsFinancingsOwnershipMoneyService or lease

Two stacks under one platform. The developer stack finds, owns and builds the sites, and comes first. The cloud stack owns the chips and sells the compute, and is validated in parallel while the first site is built.

3The play, in order

#StepWhy here
1Settle the structureNothing else can start. Every conversation below depends on knowing what the company is
2The backers seed a new holding company as the platformAlan cannot talk to investors or hire anyone without a company that exists and is funded. Control sits with a non PRC founder from day one
3SECURE THE POWER on the first siteEvery downstream unlock runs through this. Nothing is credible before it and everything is possible after it
4Market in every direction at once: neoclouds, NVIDIA, the hyperscalersThe moment there is a power asset to market, all of these open at the same time
5Engage the next round of investorsPriced against a site with power rather than against a plan. Alan can take these calls once he knows what he is pitching
6Sign conditional agreements on everything, unlocked by milestonesThe way to catch the wave while it is still hot without committing cash before each condition is met
7Capitalize the site company and contract the buildInfra equity takes the majority. The rights the backers contribute become equity at close. The build goes to their builder at a margin
8Draw the project debtThe building gets built on other people's capital
9Buy and finance the chipsThe in country company imports, owns and borrows senior against them
10Go live, then repeatFees and compute earnings reach the platform. Each site repeats, and term debt replaces construction debt

Running in parallel from step 2:

A lender will not fund a building with no tenant, and a tenant will not commit to a building that does not exist yet. A conditional agreement breaks that: signed and binding today, but it does not commence and nothing is owed until named, dated conditions are met. We use that shape everywhere, not only on the lease.

4Why now

At its first raiseWhere it is now
DayOneMarch 2024. Over 70 MW already revenue-generating, 330 MW in service and under construction, 340 MW held for development. Raised US$587mmOver 1.5 GW of bookings across Asia Pacific and Europe. US$4.5bn Series C closed 5 June 2026. Valued near US$20bn, targeting US$20bn at a US listing
VoltaJanuary 2026. Incorporated with one pound sterling of share capital. Nothing operational, no revenueUS$2.4bn valuation in August 2026 on a US$300mm raise, with a reported US$10bn compute partnership and backing from NVIDIA and Dell. Still no revenue
UsOver 200 MW of pipeline across Malaysia and Brazil, plus Indonesia. Nothing operational yetNot started

5Why us

6What is in, and what is out

7Next steps

Appendix 1. The two precedents

DayOne, the developer playbook

Volta, how to build an enterprise from nothing

Why we combine them

Appendix 2. The full structure

Neocloud Stack
Developer Stack
Founders
Team ESOP
External Investors
PRC holdco
Platform HoldCo (Cayman)
  • Fundraising, governance, finance and admin
  • Earns cloud compute earnings and platform level residuals on projects
US StaffCo (US)
  • Hires US staff
  • Delivers services globally
SG StaffCo (SG)
  • Hires SG staff
  • Delivers services globally
Compute Holdco (SG)
  • Operates as cloud company
  • Owns and operates the clouds
  • Later: corporate debt / revolver / convertible
All GPU HoldCo (SG)
  • Holdco to site GPUs
  • Later: addt'l financing
All Land Lease Holdco (SG)
  • Holdco land leases
Jr GPU financings
  • Junior tranche / Pref / structured equity
Site1 GPU HoldCo (SG)
  • Site level parent
  • Receives Jr financing
Site1 Land Lease Holdco (SG)
  • Site1 holdco
Sr GPU Debt financings
  • Senior GPU debt financing
  • USD or local with swap
Site1 GPU AssetCo (BR)
  • Imports/owns GPUs
  • Sr debt borrower
Site1 GPU OpCo (BR)
  • Runs GPUs, sells compute, receives revenue
  • Prepayments, WC
  • Lender security
Site1 Lease OpCo (BR)
  • Lease counterparty to PropCo
  • Can also lease to external
Compute Buyers
  • External compute demand
Global Sites HoldCo (SG)
  • Global holdco for minority interest in sites
  • Retains development, asset management, promote/carry, and other fees
Infra equity investors
  • Majority ownership in infra equity
Source Partners
  • Organizes powered shell development
  • Earns equity in sites
Sourcing SPV
  • Organizes powered shell development
  • Earns equity in sites
Investment SPV
  • Minority investment per site
Site1 Prop Holdco (SG)
  • Investors put equity here
  • Owns Site1 PropCo
  • Non-PRC controlled
Add'l financings
  • Holdco/ mezzanine / pref debt
Site1 PropCo (BR)
  • Owns land/buildings/power infra
  • Contracts/receives power, holds PPA
  • Non-PRC controlled
Debt financings
  • Construction / project debt
  • Later: Term/refi debt
Site1 DC OpsCo (BR)
  • Operates facility: power, cooling, security, maintenance
  • own or outsource
  • Non-PRC controlled
EPC / Construction Co (local per country)
  • Builds and commissions the facility
junior financing
senior financing
pay
compute
pay
lease GPU
pay
lease site
pay
lease
fees
own or outsource
minority
majority
minority
minority
minority
100%
Fees
Service
Fees
Builds
debt finance
debt finance

Scroll the panel sideways to see the whole diagram.

Every entity, with Site 1 as the worked example. Each country repeats the site layer.

Every entity, with Site 1 as the worked example. Each country repeats the site layer. Reference material, so it is wider than the page and scrolls sideways.