Crusoe Filed Two Form Ds in One Day for $3.70 Billion, and Says the Larger Total Includes Earlier SAFEs

Crusoe Inc. filed two Form D notices with the SEC on September 17, 2026. The larger reports $3,108,543,889 sold to 108 investors against a $3,901,017,922 offering, with $792,474,033 remaining (accession 0001924674-26-000002). The smaller reports $595,943,098 offered and the same amount sold, to 52 investors, with nothing remaining (accession 0001924674-26-000001). Together the two notices disclose $3,704,487,787 of sales across 160 investor slots.

The larger filing carries a clarification that changes how the headline figure should be read: the total offering amount and total amount sold "include the amount of certain previously issued simple agreements for future equity." On the filing's own terms, then, the $3.11 billion is not all new cash raised in this round.

What the two filings show

The two notices cover separate offerings with separate first-sale dates. The $595.9 million offering reports a first sale of July 17, 2026 and is fully subscribed. The $3.90 billion offering reports a first sale of August 31, 2026 and is about 80% subscribed. Both rely on Rule 506(b), both are filed from Colorado, and both report no sales commissions and no finder's fees.

Nine related persons are named on the larger filing: Chase Lochmiller and Charles Cavness as executive officers and directors, Michael Gordon as an executive officer, and Bill Stein, Vivek Pattipati, JB Straubel, Enrique Salem, Nael Kassar and Thomas Seifert as directors.

• —Accession 0001924674-26-000002: $3,901,017,922 offered, $3,108,543,889 sold, $792,474,033 remaining, 108 investors, first sale 2026-08-31
• —Accession 0001924674-26-000001: $595,943,098 offered and sold, $0 remaining, 52 investors, first sale 2026-07-17
• —The larger filing states its totals include previously issued simple agreements for future equity
• —Both notices claim Rule 506(b); neither reports sales commissions or finder's fees

This is not Crusoe's first Form D

Crusoe has filed seven Form D notices since April 22, 2022. The most recent before this pair was October 23, 2025: $1,374,999,988 offered, $1,027,378,596 sold, 71 investors. Earlier notices were filed in November 2024, December 2023 and April 2022, with one amendment in February 2024.

Set against that record, the September 17 pair is a step up in scale rather than a debut. Reported sales went from about $1.03 billion on the October 2025 notice to about $3.70 billion across the two September 2026 notices, and the investor count went from 71 to 160 across the two.

Bloomberg reported on September 3, 2026, ahead of any company announcement, that Crusoe had raised more than $3 billion in a funding round valuing it at roughly $30 billion, citing people familiar with the matter. The $3,901,017,922 offering amount on the larger Form D is a filing figure and is stated here as such; Form D notices do not carry or verify valuations.

The pattern in AltStreet's data

Two Form Ds from one issuer on one day is a shape that needs checking before it is reported, because master and feeder vehicles routinely file the same Item 13 total on the same date and a naive read doubles the money. That is not what happened here. These are two notices from the same issuer, under the same CIK, reporting different offering amounts, different sold amounts, different investor counts and different first-sale dates. They are additive, and the $3,704,487,787 combined figure is stated on that basis.

The clarification about previously issued SAFEs is the more consequential detail for anyone building a capital-formation series from Form D data. An offering that rolls earlier convertible instruments into its reported total will overstate new capital in any time series that treats Item 13 as cash raised in the period.

Why it matters

For anyone tracking AI infrastructure financing, the filed record now shows Crusoe reporting $3.70 billion of sales in one day across two offerings, against about $1.03 billion on its previous notice eleven months earlier. That is the verifiable part.

What the filings do not support is a clean reading of $3.70 billion as new money. The larger notice says its total includes previously issued SAFEs without quantifying them, so the share of the figure that represents fresh capital cannot be derived from the filing. The $792,474,033 still shown as remaining on that offering means it was not fully subscribed as of September 17, and a later amendment could revise both the sold amount and the investor count.

What the filings do not show

Neither notice names an investor, breaks the totals down by participant, or quantifies how much of the larger total is attributable to previously issued SAFEs. Neither discloses use of proceeds, security terms, valuation or the company's financial condition. Form D does not require any of those.

This article does not characterise the relationship between the two September 17 offerings beyond what the filings state, and does not assert that either corresponds to any particular publicly described financing round. AltStreet holds no prior review history or related-entity records for this issuer, so the context here comes from the primary filings and the single named news report.