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GET A PIECE OF SERIES SAMBANOVA
Full-Stack Enterprise A.I. Solution
$2,062,440 Raised
STARTENGINE PRIVATE: YOUR PORTAL TO INVEST IN VENTURE-BACKED BUSINESSES WITHOUT SPENDING MILLIONS
REASONS TO INVEST
Full-Stack Enterprise AI Solution
SambaNova develops both computer chips and machine learning software, intended for enterprise customers to train their own GPTs and other AI models on proprietary data; the company is partnered with Accenture and clients include Argonne National Labs 3
“6X Faster than an NVidia A100”
In a recent interview, director Vijay Tatkar claimed SambaNova has “'trained a large language model six times faster than an Nvidia A100' … enabling companies to stand up their own ChatGPT equivalent in a matter of days” 6
Backed by BlackRock, Intel Capital, and SoftBank & More
According to data obtained from Pitchbook, SambaNova has raised over $1.1B to date from venture investors including BlackRock, Intel Capital, and SoftBank
5 Trillion Parameter Model, Nearly 3X that of OpenAI’s GPT
In September 2023 SambaNova unveiled its latest chip, the SN40L, which the company claims can handle a 5 trillion parameter model (for context, OpenAI’s GPT 4 reportedly runs on 1.76 trillion parameters) 4 5
Brainiac Team from Stanford
SambaNova was founded by a pair of Stanford Professors, who in 2017 teamed up with an alum of Oracle and Hewlett Packard to create a dedicated computer system for AI 6 7
This valuation is in connection with offerings of Preferred Stock and based on the prices of the Preferred Stock at that time. Series Sambanova owns Common Stock. Unless otherwise indicated, the information herein is based on information obtained from Pitchbook. This information is from publicly available sources, and we do not guarantee its accuracy or completeness. Past performance and valuations are not indicative of future results, and investors should not assume that investments in Series Sambanova will increase in value. Valuation is not static and can fluctuate based on various factors. See full details in footnote 2.
Disclaimers:
1. SambaNova Systems, Inc. is not participating or involved in this offering. You are not purchasing shares of SambaNova Systems. When you make an investment in a company in StartEngine Private, you are purchasing a membership interest in Series 5-1 (“Series SambaNova”), a series of StartEngine Private LLC, a Delaware limited liability company (“StartEngine Private”), which was created to hold shares of a privately held company. The availability of company information does not indicate that the company has endorsed, supports or otherwise participates with StartEngine Private, Series SambaNova, or any of its affiliates. Series SambaNova does not purchase shares in the company directly from the company. An investor will not directly own or hold shares of the private company but instead will own member interests in Series SambaNova, which either directly or indirectly, will hold shares in the company. There may not be a one-to-one economic parity on the share value of Series SambaNova shares and SambaNova Systems shares.StartEngine Advisers LLC manages the Series LLC and reports as an exempt reporting advisor (“ERA”) to the Securities and Exchange Commission, which is an investment advisor that is not required to register as a registered investment advisor (“RIA”).The underlying securities of Series SambaNova offered herein are subject to restrictions on transferability and resale including a Right of First Refusal ("ROFR"). As such, the SambaNova Systems, Inc.. has the first right to purchase the securities should Series SambaNova wish to sell or transfer them. This may affect the ability of Series SambaNova 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 securities, extraordinary expenses, transaction fees (including brokerage fees), administration fees, and insurance fees, will be the responsibility of Series SambaNova. 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 Series SambaNova is sourced from Pitch Book, 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 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://www.cbinsights.com/company/sambanova-systems/customers
4. Source: https://techcrunch.com/2023/09/19/new-sambanova-chip-designed-to-handle-5-trillion-parameter-model/
5. Source: https://the-decoder.com/gpt-4-has-a-trillion-parameters/
6. Source: https://visionfund.com/insights/dancing-with-ai
7. Source: https://www.linkedin.com/in/rodrigo-liang/
8. The “Affiliate Acquisition Price Per Security” is an average, calculated by dividing the total cost of multiple purchases of the underlying security by the total number of shares acquired.
This Reg D offering is made available through StartEngine Primary, LLC, and sold only to accredited investors through general solicitation. An accredited investor is an individual or entity that meets specific income 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.
ABOUT
HEADQUARTERS
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Palo Alto, CA 94303
WEBSITE
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ALL UPDATES
10.01.24
NEWS: Sambanova Semiconductors Enter Middle East
New Development: Sambanova AI chips are headed to the Middle East.
A recent article from The Information broke news that chipmakers like SambaNova, Cerebras, and Groq have begun supplying semiconductors to the Middle East:
“SambaNova Systems, Cerebras and Groq [...] in the past year have announced deals to supply semiconductors and computer systems for AI efforts in Saudi Arabia and the United Arab Emirates. Now, these startups are hiring staff or opening offices. The presence could lead to deeper commercial ties, as well as investments from the region’s wealthy investment funds.”
Although the offering is closed, the AI Chip Fund provides exposure through prior investments in Cerebras and Groq, providing exposure through those holdings. Please note that Series Sambanova is not included in the AI Chip Fund asset allocation.
This update is about Cerebras and Groq, which are two of six companies in the A.I. Chip Fund; fund performance depends on all holdings—see the campaign page for details on allocation.
This offering is for membership interests in Series 2-1 (the StartEngine “A.I. Chip Fund”), a series of StartEngine Private Funds LLC, which will own shares or indirect interests in the portfolio companies. You are not buying shares of these companies directly.
Terms:
- Securities Offered: Membership Interests in Series 2-1 (StartEngine “A.I. Chip Fund”), a series of StartEngine Private Funds LLC (“StartEngine Private”), created solely to hold shares or indirect interests of the portfolio companies
- Number of Membership Interests Available: 20,000 Membership Interests
- Price: $102.80 per Membership Interest
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://www.theinformation.com/articles/as-ai-chip-startups-sell-to-mideast-more-hire-in-region
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.
For important information about StartEngine Primary LLC’s services and offerings, please review our Form CRS disclosure document available here and our Regulation Best Interest Disclosure Statement available here.
HOW INVESTING WORKS
Cancel anytime before 48 hours before a rolling close or the offering end date.
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FAQS
There are no restrictions for accredited investors.
When you invest, you are purchasing an interest in a Series LLC, which owns shares of the underlying company either directly or indirectly. You will not be purchasing shares in the underlying company itself.
A Series LLC, like StartEngine Private, is a parent LLC that includes multiple series, each of which holds interests in different underlying companies. The series either directly or indirectly invests in and holds shares of the underlying company. Each series will merely 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.
After the close of an offering, all investors whose funds have “cleared” by this time will be included in the disbursement. At this time, each investor will receive an email from StartEngine with their Countersigned Subscription Agreement, which will serve as their proof of purchase moving forward. Please keep in mind that a company can conduct a series of “closes” or withdrawals of funds throughout the duration of the campaign. If you are included in that withdrawal period, you will be emailed your countersigned subscription agreement and proof of purchase immediately following that withdrawal.
The Series of StartEngine Private 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 is higher than the price the affiliate paid for the securities previously in the secondary market. We also note that while StartEngine 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 company’s shares. Please read the “Risk Factors,” which is included as Exhibit B to the subscription agreement for further details.
In the event that an underlying company experiences a liquidity event, after the relevant holding period is over, either the proceeds from the sale of the shares will be distributed to investors, or if requested, the shares will be transferred to the investor’s brokerage account of choice, minus any applicable fund operating expenses or carried interest. Holding period length varies from company to company. Please note that we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.
Investors are able to cancel their investment for 48 hours after submitting their investment. Once your investment is canceled, there is a 10-day clearing period (from the date your investment was submitted). After your funds have cleared the bank, you will receive your refund within 10 business days. Refunds that are made through ACH payments can take up to 10 business days to clear. Unfortunately, we are at the mercy of the bank, but we will do everything we can to get you your refund as soon as possible. However, every investment needs to go through the clearing process in order to be sent back to the account associated with the investment.
Regulation D 506(c) allows companies to raise an unlimited amount of capital from accredited investors through general solicitation and advertising, provided that all purchasers are verified as accredited investors. Both Title III (Regulation Crowdfunding) and Title IV (Reg A+) help entrepreneurs crowdfund capital investments from unaccredited and accredited investors. The differences between these regulations are related to the investor limitations, the differing amounts of money companies are permitted to raise, and differing disclosure and filing requirements. To learn more about Regulation Crowdfunding, click here, and for Regulation A+, click here.
In the US, an accredited investor includes anyone who:
- earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years and reasonably expects the same for the current year, or;
- has a net worth over $1 million, either alone or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence), or;
- holds in good standing a Series 7, 65, or 82 license.
In the U.S., a "qualified purchaser" must meet a higher financial qualification than "accredited investor."
Individuals and certain entities may qualify as qualified purchasers. In order to be considered a qualified purchaser, you are required to have:
- $5+ million in investments for an individual, family business, or estate planning entity (e.g., certain trusts) excluding primary residences and business property.
- $25+ million in investments for an investment manager
Investments can include:
- Stocks
- Bonds
- Mutual funds
- Cash or cash equivalents
- Real estate (excluding primary residence or business property)
For more information, you can visit here and contact your financial advisor.
Please note: you can also have a Licensed Attorney, Licensed Accountant, Registered Broker-Dealer, or Registered Investment Advisor provide a letter affirming your accreditation.
Alternatively, the following information will be required:
- To verify your income: provide the last 2 years’ worth of tax documents that prove you have had sufficient income for the last two years to meet requirements.
- To verify your net worth: provide account statements, proof of property ownership, or other documentation showing ownership that proves you have a net worth that meets requirements.
- To verify your Series 7, 65, or 82 license: provide your FINRA CRD number for validation.
