Oxide Computer raises $445M (SEC Form D)

# SEC FORM D Source: [https://www.sec.gov/Archives/edgar/data/1795071/000179507126000002/xslFormDX01/primary_doc.xml](https://www.sec.gov/Archives/edgar/data/1795071/000179507126000002/xslFormDX01/primary_doc.xml) The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete\. The reader should not assume that the information is accurate and complete\. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D\.C\. 20549 Intentional misstatements or omissions of fact constitute federal criminal violations\. See 18 U\.S\.C\. 1001\.FORM D Notice of Exempt Offering of Securities OMB APPROVALOMB Number:3235\-0076Estimated average burdenhours per response:4\.00 --- 1\. Issuer's Identity CIK \(Filer ID Number\)Previous NamesXNoneEntity Type[0001795071](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001795071)XCorporationLimited PartnershipLimited Liability CompanyGeneral PartnershipBusiness TrustOther \(Specify\) Name of IssuerOxide Computer CoJurisdiction of Incorporation/OrganizationDELAWAREYear of Incorporation/OrganizationXOver Five Years AgoWithin Last Five Years \(Specify Year\)Yet to Be Formed2\. Principal Place of Business and Contact Information Name of IssuerOxide Computer CoStreet Address 1Street Address 21251 Park Ave\.CityState/Province/CountryZIP/PostalCodePhone Number of IssuerEmeryvilleCALIFORNIA94608510\-922\-13923\. Related Persons Last NameFirst NameMiddle NameTuckStevenStreet Address 1Street Address 21251 Park Ave\.CityState/Province/CountryZIP/PostalCodeEmeryvilleCALIFORNIA94608Relationship:XExecutive OfficerXDirectorPromoterClarification of Response \(if Necessary\): --- Last NameFirst NameMiddle NameCantrillBryanStreet Address 1Street Address 21251 Park Ave\.CityState/Province/CountryZIP/PostalCodeEmeryvilleCALIFORNIA94608Relationship:XExecutive OfficerXDirectorPromoterClarification of Response \(if Necessary\): --- Last NameFirst NameMiddle NameWinterrothSethStreet Address 1Street Address 21251 Park Ave\.CityState/Province/CountryZIP/PostalCodeEmeryvilleCALIFORNIA94608Relationship:Executive OfficerXDirectorPromoterClarification of Response \(if Necessary\): --- Last NameFirst NameMiddle NameCrupiGaetanoStreet Address 1Street Address 21251 Park Ave\.CityState/Province/CountryZIP/PostalCodeEmeryvilleCALIFORNIA94608Relationship:Executive OfficerXDirectorPromoterClarification of Response \(if Necessary\): --- Last NameFirst NameMiddle NameOrnScottStreet Address 1Street Address 21251 Park Ave\.CityState/Province/CountryZIP/PostalCodeEmeryvilleCALIFORNIA94608Relationship:XExecutive OfficerDirectorPromoterClarification of Response \(if Necessary\): --- 4\. Industry Group AgricultureBanking & Financial ServicesCommercial BankingInsuranceInvestingInvestment BankingPooled Investment FundIs the issuer registered as an investment company under the Investment Company Act of 1940?YesNoOther Banking & Financial ServicesBusiness ServicesEnergyCoal MiningElectric UtilitiesEnergy ConservationEnvironmental ServicesOil & GasOther EnergyHealth CareBiotechnologyHealth InsuranceHospitals & PhysiciansPharmaceuticalsOther Health CareManufacturingReal EstateCommercialConstructionREITS & FinanceResidentialOther Real EstateRetailingRestaurantsTechnologyComputersTelecommunicationsXOther TechnologyTravelAirlines & AirportsLodging & ConventionsTourism & Travel ServicesOther TravelOther5\. Issuer Size Revenue RangeORAggregate Net Asset Value RangeNo RevenuesNo Aggregate Net Asset Value$1 \- $1,000,000$1 \- $5,000,000$1,000,001 \- $5,000,000$5,000,001 \- $25,000,000$5,000,001 \- $25,000,000$25,000,001 \- $50,000,000$25,000,001 \- $100,000,000$50,000,001 \- $100,000,000Over $100,000,000Over $100,000,000XDecline to DiscloseDecline to DiscloseNot ApplicableNot Applicable6\. Federal Exemption\(s\) and Exclusion\(s\) Claimed \(select all that apply\) Rule 504\(b\)\(1\) \(not \(i\), \(ii\) or \(iii\)\)Rule 504 \(b\)\(1\)\(i\)Rule 504 \(b\)\(1\)\(ii\)Rule 504 \(b\)\(1\)\(iii\)XRule 506\(b\)Rule 506\(c\)Securities Act Section 4\(a\)\(5\)Investment Company Act Section 3\(c\)Section 3\(c\)\(1\)Section 3\(c\)\(9\)Section 3\(c\)\(2\)Section 3\(c\)\(10\)Section 3\(c\)\(3\)Section 3\(c\)\(11\)Section 3\(c\)\(4\)Section 3\(c\)\(12\)Section 3\(c\)\(5\)Section 3\(c\)\(13\)Section 3\(c\)\(6\)Section 3\(c\)\(14\)Section 3\(c\)\(7\)7\. Type of Filing XNew NoticeDate of First Sale2026\-07\-20First Sale Yet to OccurAmendment8\. Duration of Offering Does the Issuer intend this offering to last more than one year?YesXNo9\. Type\(s\) of Securities Offered \(select all that apply\) XEquityPooled Investment Fund InterestsDebtTenant\-in\-Common SecuritiesOption, Warrant or Other Right to Acquire Another SecurityMineral Property SecuritiesSecurity to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire SecurityOther \(describe\)10\. Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?YesXNoClarification of Response \(if Necessary\): 11\. Minimum Investment Minimum investment accepted from any outside investor$0USD12\. Sales Compensation RecipientRecipient CRD NumberXNone\(Associated\) Broker or DealerXNone\(Associated\) Broker or Dealer CRD NumberXNoneStreet Address 1Street Address 2CityState/Province/CountryZIP/Postal CodeState\(s\) of Solicitation \(select all that apply\) Check “All States” or check individual StatesAll StatesForeign/non\-US 13\. Offering and Sales Amounts Total Offering Amount$444,999,052USDorIndefiniteTotal Amount Sold$444,999,052USDTotal Remaining to be Sold$0USDorIndefiniteClarification of Response \(if Necessary\): 14\. Investors Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non\-accredited investors who already have invested in the offering\.Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:15 15\. Sales Commissions & Finder's Fees Expenses Provide separately the amounts of sales commissions and finders fees expenses, if any\. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount\. Sales Commissions$0USDEstimateFinders' Fees$0USDEstimateClarification of Response \(if Necessary\): 16\. Use of Proceeds Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above\. If the amount is unknown, provide an estimate and check the box next to the amount\. $0USDEstimateClarification of Response \(if Necessary\): Signature and Submission Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice\. Terms of Submission In submitting this notice, each issuer named above is:- Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees\.\* - Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration \(a\) arises out of any activity in connection with the offering of securities that is the subject of this notice, and \(b\) is founded, directly or indirectly, upon the provisions of: \(i\) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or \(ii\) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed\. - Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504\(b\)\(3\) or Rule 506\(d\)\. Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person\. For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature\. IssuerSignatureName of SignerTitleDateOxide Computer CoSteven TuckSteven TuckPresident2026\-08\-04Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number\. \* This undertaking does not affect any limits Section 102\(a\) of the National Securities Markets Improvement Act of 1996 \("NSMIA"\) \[Pub\. L\. No\. 104\-290, 110 Stat\. 3416 \(Oct\. 11, 1996\)\] imposes on the ability of States to require information\. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti\-fraud authority\. ---