Gain Exposure to VC-Backed A.I. Chip Companies
Series 2-1, (the StartEngine “A.I. Chip Fund”), a series of StartEngine Private Funds LLC, offers exclusive exposure to six private companies at the heart of developing cutting-edge GPU, LPU, and marketing technologies — all with just a single investment.
$102.80 Per Share Minimum Investment $20,560
Fund Breakdown*
Anticipated breakdown assuming a fully subscribed offering:
* While the Howard Marks A.I. Fund will endeavor to have a similar type of allocation, it may not be able to do so for reasons beyond its control, including limitations by a portfolio company on the transfer of securities, or the number of investors in the fund. In such a situation, the actual fund allocation may be different than the described intended allocation, resulting in a different risk profile associated with the fund and the underlying portfolio company securities. This graph represents the fund's composition assuming it reaches its maximum investment amount. If the fund does not reach its maximum investment amount, the actual amounts will vary in proportion to their percentage makeup as depicted in the Terms section.
About the Portfolio Companies
Cerebras Systems is revolutionizing the AI hardware landscape with its groundbreaking processors and supercomputers designed to handle the most demanding AI workloads. In March 2024, Cerebras unveiled a new processor that is theoretically equivalent to 62 NVIDIA H100 GPUs and is capable of training AI models with up to 24 trillion parameters, making it a potential game-changer for large-scale AI applications. As of August 29, 2024 the company also just released the fastest A.I. Inference for a gen-A.I. ever.
This company’s customers include Mayo Clinic, AstraZeneca, and Argonne National Laboratory, highlighting its impact across various sectors.
Raised as of June 2023: $723M (through Series F)
Notable Investors: Sequoia, Sam Altman, Benchmark Capital, 10X Capital, Jeff Rothschild, Adam D’Angelo
Leadership Team: Andrew Feldman, who co-founded SeaMicro, that was later acquired by AMD for $355 million
*SeaMicro is at a different development stage, so its valuation may not be directly comparable. Investors should not assume that investments in the A.I. Chip Fund will increase in value. See footnote 7 below.
Press Section:
1. Time Magazine: Cerebras CEO Andrew Feldman Makes Time 100 Most Influential in A.I. List
2. Forbes: Nvidia Stock Could Fall Due To Startup’s 20 Times Faster Chip
3. Reuters: Cerebras Launches AI inference Tool to Challenge Nvidia
These links are provided solely for informational purposes and should not influence your investment decision. Investing in The A.I. Chip Fund carries significant risks, including the potential loss of your entire investment. The presence of these links does not imply endorsement or accuracy, and we do not guarantee the reliability of the information provided.
You can read more about Cerebras here.
Groq is at the cutting edge of AI hardware development, focusing on creating ultra-fast and energy-efficient inference processors known as LPUs (Language Processing Units). Founded by former Google engineer Jonathan Ross in 2016, Groq has quickly become a formidable player in the A.I. chip industry. Groq’s LPUs are designed specifically for AI inference tasks, delivering performance that is ten times more energy efficient and faster than typical GPUs. With new funding, Groq plans to scale up production and deployment of its LPUs, with plans to deliver over 108,000 units by the end of Q1 2025.
* Indirectly owned; specifically, entitled to an economic interest in the underlying company through ownership of SPV interests. See Footnote 8 for additional details.
Raised as of Aug. 2024: $1.05B (through Series D)
Notable Investors: BlackRock, Cisco Investments, Samsung Catalyst Fund, Neuberger Berman
Leadership Team: Jonathan Ross, CEO & Founder was previously a hardware engineer at Google, where he helped develop AI and machine learning technologies.
Press Section:
1. Time Magazine: Groq CEO Jonathan Ross Makes Time 100 Most Influential in A.I. List
2. Forbes: Can Groq Really Take On Nvidia?
3. VentureBeat: Groq Claims Fastest Hardware Adoption in History at VB Transform
These links are provided solely for informational purposes and should not influence your investment decision. Investing in The A.I. Chip Fund carries significant risks, including the potential loss of your entire investment. The presence of these links does not imply endorsement or accuracy, and we do not guarantee the reliability of the information provided.
Lightmatter is pioneering the future of computing with its photonic supercomputer technology, which is designed to be 10 times faster than NVIDIA’s A100 GPU while using far less energy. By 2040, global computing demands could consume up to 80% of the world’s power, posing significant environmental risks. Lightmatter’s innovation offers a sustainable alternative by using photons—particles that potentially enable quicker and more efficient data processing compared to traditional electron-based chips. This groundbreaking technology, developed by three MIT alumni, has the potential to fundamentally alter Moore’s Law, a guiding principle in the semiconductor industry for nearly six decades.
Raised as of Dec. 2023: $421M (through Series C2)
Notable Investors: Google Ventures (GV), Viking Global, Lockheed Martin
Leadership Team: Nicholas Harris, PhD, CEO & Founder, holds over 30 patents and 70 publications in quantum and classical information processing with integrated photonics. 10
Press Section:
1. MIT News: Startup Accelerates Progress Toward Light-Speed Computing
2. Business Wire: Lightmatter Accelerates Growth and Expands Photonic Chip Deployments With $155M in New Funding; Now Valued at $1.2B
3. Quanta Magazine: AI Needs Enormous Computing Power. Could Light-Based Chips Help?
These links are provided solely for informational purposes and should not influence your investment decision. Investing in The A.I. Chip Fund carries significant risks, including the potential loss of your entire investment. The presence of these links does not imply endorsement or accuracy, and we do not guarantee the reliability of the information provided.
Recogni develops systems for autonomous vehicles, industrial automation, robotics and more. In a recent interview on the A.I. energy crisis, Elon Musk stated that “next year, you’ll see they just can’t find enough electricity to run all the chips.” * While companies scramble to find energy solutions, Recogni takes a different approach: make chips that are more energy-efficient.
* Third-party statements do not imply an affiliation with the A.I. Chip Fund or any endorsement.
Raised as of Nov. 2023: $155M (through Series C)
Notable Investors: Celesta Capital, Toyota Ventures, BMW i Ventures
Leadership Team: Former CEO of Starbucks and current Goldman Sachs board member Kevin Johnson is an acting board member.
Press Section:
1. Forbes: Powering the Future: Meet The Scaling Energy Demands of Generative AI
2. Crunchbase: Generative AI Chip Designer Recogni Locks Up $102M
3. Automotive World: Low-power AI processing could make AVs fully sustainable
These links are provided solely for informational purposes and should not influence your investment decision. Investing in The A.I. Chip Fund carries significant risks, including the potential loss of your entire investment. The presence of these links does not imply endorsement or accuracy, and we do not guarantee the reliability of the information provided.
Attentive provides a personalized text messaging platform for businesses to engage with their customers through targeted SMS and MMS marketing campaigns. Crate&Barrel, Crocs, Dick’s Sporting Goods, H&M, Nespresso, Neiman Marcus, Samsung, and over 8,000 other major retail brands use Attentive for their marketing operations. According to a recent press release, during Cyber Week 2023 (November 20-27) Attentive powered text resulted in $1.8 billion in sales for Attentive’s customers — 45% of which was A.I.-generated.
Raised as of Sept. 2023: $922M (through Series E)
Notable Investors: Sequoia, Base10 Partners, and Tiger Global Management.
Leadership Team: Amit Jhawar, CEO. Prior to Attentive, Amit worked as a Venture Partner at Accel, CEO of Venmo.
Press Section:
1. AdExchanger: AI Startup Attentive Is Making SMS Marketing More Personal
2. BusinessWire: Delivering Personalized Experiences for Every Customer
3. ChannelIX: Attentive AI Pro Boosts Revenue for Crate & Barrel, UGG & Hot Topic
These links are provided solely for informational purposes and should not influence your investment decision. Investing in The A.I. Chip Fund carries significant risks, including the potential loss of your entire investment. The presence of these links does not imply endorsement or accuracy, and we do not guarantee the reliability of the information provided.
Outreach provides a sales engagement platform that helps sales teams automate and optimize their communication and workflows to increase productivity and drive revenue. The platform is used by Cisco, McKesson, Okta, SAP, Siemens, Verizon, and 6,000 other major brands. In 2023 alone, Outreach software helped book 2.6 million meetings while growing annual revenues 10X+ from $18 million in 2018 to $206 million. The company ranked on Inc. Magazine’s list of the 5,000 fastest-growing companies in the country by revenue in 2020, 2022, and 2023.
Raised as of Sept. 2022: $487M (through Series G)
Notable Investors: Sequoia, Tiger Global Management, Salesforce Ventures, and Vista Equity Partners.
Leadership Team: Manny Medina, CEO. Prior to Outreach, Manny served as CEO for GroupTalent.
Press Section:
1. Fast Company: How Outreach Is Harnessing AI to Help Convert Sales Leads
2. GeekWire: Outreach Founders Reveal New ‘Buyer Copilot’ AI Startup that Automates Customer Demos
3. BusinessWire: Outreach Named to Fast Company’s Annual List of the World’s Most Innovative Companies of 2024
These links are provided solely for informational purposes and should not influence your investment decision. Investing in The A.I. Chip Fund carries significant risks, including the potential loss of your entire investment. The presence of these links does not imply endorsement or accuracy, and we do not guarantee the reliability of the information provided.
CEO & Co-Founder of StartEngine
If history has told us anything about emerging markets like artificial intelligence, I’d bet big that today’s largest A.I. chips firm will likely not be the only game in town for long. And I don’t know if any of these will be part of the conversation but they are the companies my team selected for this fund.
Reasons to Invest
* Indirectly owned; specifically, entitled to an economic interest in the underlying company through ownership of SPV interests. See Footnote 8 for additional details.
Three of the six companies in this fund are specifically going head-to-head – and some are even surpassing – NVIDIA’s latest chips’ performance (see footnote 5)
The rapid rise of A.I. chip companies like NVIDIA and AMD have reshaped the tech world.
* Neither NVIDIA or AMD are included in underlying securities of the A.I. Chip Fund. Past market performance does not guarantee future results. There is no guarantee the underlying companies will have the same success as more established companies.
BlackRock and Sequoia are some of the big prior investors in Groq and Cerebras respectively (see footnote 7)
The A.I. chip market yearly revenue is expected to surpass $165B by the turn of the decade (see footnote 6)
*Market projections are not guaranteed. Investors should not assume a return on investment.
The fund’s focus on both A.I. chips and Marketing Tech offers a unique portfolio with exposure to two of the currently faster-growing sectors in the private and public markets
*Market projections are not guaranteed. Investors should not assume a return on investment.
Artificial Intelligence (AI) chip market revenue from 2023 to 2030 (in billion U.S. dollars)
* Source: Enterprise Apps Today 6
*Market projections are estimates provided by a third party source and are not guaranteed. Investors should not assume a return on investment. See footnote 14 below for full disclosure.
Total Venture Capital Investments in A.I. Chip Fund Underlying Companies: $3.75B
Questions? We Have Answers
When I do invest, what am I purchasing?
Any investment you do make will be for membership interests in the StartEngine A.I. Chip Fund (Series 2-1 of StartEngine Private Funds LLC) which will own shares of the underlying companies either directly or indirectly. You will not be investing in the underlying companies themselves.
How much of my investment will be allocated to each underlying company?
~22% will be allocated to Cerebras
~26% will be allocated to Groq*
~23% will be allocated to Lightmatter
~9% will be allocated to Recogni
~12% will be allocated to Attentive
~8% will be allocated to Outreach
While the A.I. Chip Fund will endeavor to have a similar type of allocation, it may not be able to do so for reasons beyond its control, including limitations by a Portfolio Company on the transfer of securities, or the number of investors in the fund. In such a situation, the actual fund allocation may be different than the described intended allocation, resulting in a different risk profile associated with the fund and the underlying portfolio company securities.
* Indirectly owned; specifically, entitled to an economic interest in the underlying company through ownership of SPV interests. See Footnote 8 for additional details.
This list represents the fund's composition assuming it reaches its maximum investment amount. If the fund does not reach its maximum investment amount, the actual amounts will vary in proportion to their percentage makeup as depicted in the Terms section.
What’s a series limited liability company or series LLC, you ask?
StartEngine Private Funds is the primary or “parent” LLC that comprises one or more distinct series of interest for each underlying asset. The series either directly or indirectly invests in and holds shares of the underlying companies. Each series will be a separate series and not a separate legal entity. Under Delaware law, if certain conditions are met, the liability of investors holding one series of interests is segregated from the liability of investors holding another series of interests and the assets of one series of interests are not available to satisfy the liabilities of other series of interests. In the case of StartEngine Private each series will be created for the purpose of holding an equity interest in stated underlying companies.
How do you determine the share price?
The series of StartEngine Private Funds purchases the underlying securities from an affiliate. The affiliate previously sourced and negotiated the terms to purchase these underlying securities from third parties. The amount paid by the series of the StartEngine Private Funds is higher than the price the affiliate purchased the securities previously in the secondary market. We also note that while StartEngine Advisers LLC does not impose any continuing management fee expenses, there is a carried interest of 20 percent associated with the investment in our series, and therefore to the extent the securities appreciate in value there will not be a one-to-one economic parity between the share value of the StartEngine Private shares and the underlying companies’ shares. Please read the “Risk Factors,'' which is included as Exhibit B to the subscription agreement for further details.
What happens to my investment when an underlying company has a liquidity event?
In the event that an underlying company experiences a liquidity event, after the relevant holding period is over, the proceeds from the sale of the shares will be distributed to investors, minus any applicable fund operating expenses or carried interest. Holding period length varies from company to company.
TERMS
| Company | Type of Share | Up to Total $ | Affiliate Acquisition PPS | Fund PPS* | Up to Shares | Allocation of Funds |
|---|---|---|---|---|---|---|
| Cerebras | Common Stock | $456,750.00 | $29.59 | $43.50 | 10,500 | 22.21% |
| Groq** | Membership interests in SPV entitled to economic interests in Series D Preferred Stock | $525,000.00 | $19.01 | $35.00 | 15,000 | 25.53% |
| Lightmatter | Common Stock | $472,500.00 | $23.69 | $42.00 | 11,250 | 22.98% |
| Recogni | Common Stock | $188,650.00 | $15.45 | $25.00 | 7,546 | 9.18% |
| Attentive | Series A-2 Preferred Stock | $247,500.00 | $15.60 | $22.50 | 11,000 | 12.04% |
| Outreach | Common Stock | $165,677.00 | $7.28 | $9.85 | 16,820 | 8.06% |
The value of the offered interests may not be directly equivalent to those of the existing shares of the underlying companies and may
This chart represents the fund's composition assuming it reaches its maximum investment amount. If the fund does not reach its maximum investment amount, the actual amounts will vary in proportion to their percentage makeup as depicted in the chart.
The value of the offered interests may not be directly equivalent to those of the existing shares of the underlying companies and may have differing material rights, including a carried interest fee of 20%. For securities where the underlying economic interests are through an SPV, there may be additional economic costs related to the ownership through this structure. This offering is not eligible for any bonus shares. Any reference to bonus shares or similar terms should not be interpreted as an offer or entitled to bonus shares.
While the A.I. Chip Fund will endeavor to have a similar type of allocation, it may not be able to do so for reasons beyond its control, including, limitations by a Portfolio Company on the transfer of securities, or the number of investors in the fund. In such a situation, the actual fund allocation may be different than the described intended allocation, resulting in a different risk profile associated with the fund and the underlying portfolio company securities.
*The amount paid by the A.I. Chip Fund for the portfolio company securities is higher than the price StartEngine Crowdfunding Inc. previously paid for the securities in the secondary market.
Disclaimers:
1. The underlying companies are not participating or involved in this offering. The availability of company information does not indicate that the company has endorsed, supports or otherwise participates with StartEngine Private Funds LLC or any of its affiliates. StartEngine Private Funds LLC purchases shares from current and former employees, early investors, and advisors of the companies. When you make an investment in a company on StartEngine Private, you are purchasing an interest in Series 2-1 (“A.I. Chip Fund”), a series of StartEngine Private Funds LLC, a Delaware limited liability company (the “Series LLC”), which was created to hold shares of privately held companies. An investor will not directly own or hold shares of the private company but instead will own member interests in a series of the Series LLC, which either directly or indirectly, will hold shares in the company. There may not be a one-to-one economic parity on the value of the Series LLC interests and the underlying shares.
StartEngine Advisers LLC manages the Series LLC and qualifies as an exempt reporting advisor (“ERA”) with the Securities and Exchange Commission pursuant to Rule 203(m)-1 under the Advisers Act.
The underlying securities of A.I. Chip Fund offered herein may be subject to restrictions on transferability and resale including a Right of First Refusal ("ROFR"). As such, the underlying companies have the first right to purchase the securities should A.I. Chip Fund wish to sell or transfer them. This may affect the ability of A.I. Chip Fund to dispose of the securities. Before investing, potential investors should carefully read the offering documents and consult with their advisor to understand the implications of these restrictions.
Expenses, including those for disposing of Portfolio Company Securities, extraordinary expenses, transaction fees (including brokerage fees), administration fees, and insurance fees, will be the responsibility of the Series. These expenses may reduce the amount you receive from a liquidation or distribution event. Additionally, StartEngine Primary LLC representatives may earn commissions for providing recommendations to investors in connection with this offering.
2. Unless otherwise indicated, the information on this webpage and our marketing materials for A.I. Chip Fund is sourced as of September 4, 2024, from PitchBook, a website that maintains a record of the company’s funding rounds, along with their corresponding pre- and post-money valuations. As information on the company, including the valuations, are sourced from publicly available information, we do not guarantee their accuracy or completeness. The data and information may be subject to errors, omissions, or changes over time, and we are not responsible for any inaccuracies in the data and information provided. All the information contained on this page is derived from publicly available data and information, and has not been independently verified by us or any of our affiliates. This information should not be considered as financial or investment advice. Before making any investment decision you should consult your own financial, investment and tax advisors.
3.Source:https://bit.ly/3TnYxFr
4.Source:https://prn.to/47hiK5n
5.Source:https://www.forbes.com/sites/johnkoetsier/2021/04/07/photonic-supercomputer-for-ai-10x-faster-90-less-energy-plus-runway-for-100x-speed-boost/?sh=5ac13afd7260; https://www.tomshardware.com/tech-industry/artificial-intelligence/cerebras-launches-900000-core-125-petaflops-wafer-scale-processor-for-ai-theoretically-equivalent-to-about-62-nvidia-h100-gpus;https://techcrunch.com/2024/08/05/ai-chip-startup-groq-lands-640m-to-challenge-nvidia/
6.Source:https://bit.ly/3B8qMkT
7.Source:https://bit.ly/3RM1xuv ; https://bit.ly/4cfCckm ; https://bit.ly/47n0TK8 ; https://bit.ly/3ZhqySw ; https://bit.ly/3z9R9Gx
SeaMicro is a different company and at a different stage of valuation. This comparison does not imply Cerebras Systems, Inc. will reach the same valuation. Past performance and valuations of other companies are not indicative of future results of Cerebras Systems, Inc., and investors should not assume that investments in Series Cerebras-3 will increase in value.
8.Source: StartEngine Private Funds LLC (the “Series LLC”) holds economic interests of Groq through indirect ownership via Special Purpose Vehicle (SPV) interests. There may not be a one-to-one economic parity on the value of the Series LLC interests and the underlying shares.
https://www.linkedin.com/in/ross-jonathan; https://prn.to/47hiK5n; https://tcrn.ch/3Zpc6Ia
9.Source:https://bit.ly/4aGsDcT; https://bit.ly/3V5H845; https://bit.ly/456fdpB; https://intel.ly/3V6sbix
10.Source:https://lightmatter.co/people/#
11.Source: https://www.recogni.com/; https://newatlas.com/technology/elon-musk-ai/; https://bit.ly/45d4auL, https://bit.ly/4cccHjS, https://bit.ly/4aZqNEa; https://www.linkedin.com/in/kevjohns; https://prn.to/3VsTncq
12.Source: https://www.attentive.com/; https://bit.ly/3Yu64Wx; https://bit.ly/3SyWXjq , https://www.attentive.com/; https://bit.ly/3SGIkur; https://www.attentive.com/authors/amit-jhawar
13.Source: https://www.outreach.io/; https://prn.to/46DXHd4; https://www.outreach.io/resources/blog/2023-recap; https://getlatka.com/companies/outreach; https://www.inc.com/profile/outreach-corporation; https://www.linkedin.com/in/medinism
14. THIS WEBPAGE MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE UNDERLYING COMPANIES WHOSE SECURITIES MAKE UP THIS FUND, THEIR BUSINESS PLAN AND STRATEGY, AND THEIR INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE FUND’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT THIRD PARTY VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
This Reg D offering is made available through StartEngine Primary, LLC, and sold only to accredited investors through general solicitation pursuant to Rule 506(c) under the Securities Act. An accredited investor is an individual or entity that meets specific home or net worth requirements as defined by the Securities and Exchange Commission.
The securities being offered have not been registered under the Securities Act of 1933 or any state securities laws and are being offered and sold in reliance on exemptions provided by Regulation D.
This offering is speculative and illiquid, and investors should be prepared to hold the securities for an indefinite period. Investing in securities involves risk, and there is the possibility of losing your entire investment. Neither StartEngine nor its affiliates provide investment advice or recommendations, nor do they offer legal or tax advice regarding any securities.
Investors should carefully review all offering documents, including the private placement memorandum, subscription agreement, and any other relevant materials before making an investment decision.