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Groq Chips Could Theoretically Run ChatGPT 13X Faster, Outpacing Traditional A.I. GPUs

It is estimated Groq’s LPU technology could deliver 13X faster results for ChatGPT than traditional GPU chips like NVIDIA’s, showing the potential to unlock new possibilities in machine learning with remarkable energy efficiency. The emerging A.I. chip disruptor is backed by BlackRock and Cisco Investments, contributing to the over $1B raised by the company as of August 2024. (See footnotes 3, 5)

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This Reg D 506(c) offering is made available through StartEngine Primary, LLC, and the securities are being offered and sold only to accredited investors through general solicitation. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.
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$1,408,435 Raised

Groq: NVIDIA Competitor Begins Scaling Production of LPUs 4, 5

An LPU (Language Processing Unit) is a specialized chip designed to handle AI inference tasks, potentially offering faster and more energy-efficient language processing compared to traditional GPUs. 6


Founded by tech visionary Jonathan Ross, Groq has developed a Language Processing Unit (“LPU”), a specialized chip that’s not only estimated to run ChatGPT 13X faster if its chips were used instead of NVIDIA’s GPUs, but is also more energy-efficient. 3, 6


Groq CEO Jonathan Ross believes that Groq’s LPU tech could radically change the landscape of A.I., claiming to offer speeds and affordability that upend current industry standards. 3


Groq is planning to scale its operations after raising $640 million in a Series D round, led by BlackRock and supported by key investors like Cisco and Samsung Catalyst Fund. 5 This funding brings the company’s estimated valuation to $2.8 billion. 5


Using this recent influx of capital, the company plans to deploy over 100,000 LPUs into its Groq Cloud by early 2025 to meet the fast-growing demand for A.I. inference, which is critical for its partnerships that power large language models with Meta’s Llama and OpenAI’s Whisper.
 5, 8


* Third-party statements do not imply an affiliation with Series Groq or any endorsement.


REASONS TO INVEST

ChatGPT Estimated to be 13X Faster if it Used Groq Instead of NVIDIA 3

Groq’s LPUs are estimated to deliver up to 13X faster performance for ChatGPT compared to NVIDIA if its chips were used instead with better energy efficiency 6, 7


$640M Raised in Latest Round - Led By Blackrock 5

Groq has raised over $1B with backing from major investors like Blackrock, Cisco, and Samsung Catalyst Fund


100,000 LPUs by Early 2025 5,8

Groq’s scaling efforts are trying to meet the increased demand for A.I. compute power, and its GroqCloud claims to run the largest and most capable openly available foundation model 405B, Llama 3.1


OpenAI, Meta Partnerships 8

Groq’s technology is already being used to power large-scale language models like Meta’s Llama and OpenAI’s Whisper





This valuation is in connection with offerings of Preferred Stock and based on the prices of the Preferred Stock at that time. Series Groq owns Membership Interests in an SPV with indirect economic interests in Groq, Inc. Series D Preferred Stock. Unless otherwise indicated, the information herein is based on information obtained from Pitchbook and Forge Intelligence. 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 Groq will increase in value. Valuation is not static and can fluctuate based on various factors. See full details in footnote 2.








The value of the offered interests may not be directly equivalent to those of the existing shares of Groq, Inc. and may have differing material rights, including a carried interest fee of 20%. Series Groq has the right to purchase additional interests in its sole discretion and purchase additional interests of the underlying company. Assuming no reorganization or other corporate events in the underlying company, there will be 1-1 correspondence between the number of interests owned by Series Groq and the number of shares in the Series outstanding. 


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.


Disclaimers:


1. Groq, Inc. (“Groq”) is 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 LLC or any of its affiliates. StartEngine Private LLC purchases shares from current and former employees, early investors, and advisors of the company. When you make an investment in a company on StartEngine Private, you are purchasing an interest in a series of StartEngine Private LLC, a Delaware limited liability company (the “Series LLC”), which was created to hold shares of a privately held company. 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 Groq shares.


The underlying securities of Series Groq offered herein may be subject to restrictions on transferability and resale including a Right of First Refusal ("ROFR"). As such, Groq, Inc. has the first right to purchase the securities should Series Groq wish to sell or transfer them. This may affect the ability of Series Groq 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.


Series Groq 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. Before investing, potential investors should carefully read the offering documents and consult with their advisor to understand the implications of these indirect investments.

Expenses, including those for disposing of SPV interests, extraordinary expenses, transaction fees (including brokerage fees), administration fees, and insurance fees, will be the responsibility of Series Groq. 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 Groq is sourced from Pitch Book or Forge Intelligence as of August 2024, websites that maintain 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://venturebeat.com/ai/ai-chip-race-groq-ceo-takes-on-nvidia-claims-most-startups-will-use-speedy-lpus-by-end-of-2024/ 

4. Source: https://www.forbes.com/sites/karlfreund/2024/08/09/can-groq-really-take-on-nvidia/ 

5. Source: https://groq.com/news_press/groq-raises-640m-to-meet-soaring-demand-for-fast-ai-inference/ 

6. Source: https://dataconomy.com/2024/02/26/groq-sparks-lpu-vs-gpu-face-off/ 

7. Source: https://www.venturecapitaljournal.com/innovating-data-centers-groq-deal-highlights-quest-for-faster-more-efficient-chips/ 

8. Source: https://siliconangle.com/2024/08/05/ai-chipmaker-groq-raises-640m-meet-rising-demand-high-speed-inference-compute/ ,
https://groq.com/news_press/groq-supercharges-fast-ai-inference-for-meta-llama-3-1/ ,
https://groq.com/groq-runs-whisper-large-v3-at-a-164x-speed-factor-according-to-new-artificial-analysis-benchmark/ 

9. Source: https://intelligence.forgeglobal.com/app/company/groq 

10. Source: https://groq.com/leadership/ 

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 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.


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It is estimated Groq’s LPU technology could deliver 13X faster results for ChatGPT than traditional GPU chips like NVIDIA’s, showing the potential to unlock new possibilities in machine learning with remarkable energy efficiency. The emerging A.I. chip disruptor is backed by BlackRock and Cisco Investments, contributing to the over $1B raised by the company as of August 2024. (See footnotes 3, 5)

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Equity Research: Groq

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12.13.24

Now Live: Second Offering for AI Company Groq

Our last offering sold out — but we’re excited to offer a second opportunity to back this leading player in the AI space.

Groq’s LPU (Language Processing Unit) is a specialized chip designed to handle AI inference tasks, potentially offering faster and more energy-efficient language processing compared to traditional GPUs. The company is planning to produce 100,000 LPUs by early 2025 to meet the growing demand for AI compute power.¹ 

Here’s why we believe Groq remains a compelling opportunity:

  • Visionary Founder & CEO: Jonathan Ross developed Groq’s novel LPU compute architecture, unlocking significant compute capabilities across an array of AI/ML applications. He previously held several technical and executive roles at Google.  

  • Strong Investor Conviction: To date, Groq has cumulatively raised over $1 billion from well-known VCs and enterprise investors, including Blackrock, Cisco, and Samsung Catalyst Fund.²

  • Key Strategic Partnerships: Groq’s chips are powering large-scale language models offered by tech giants, including Meta’s Llama and OpenAI’s Whisper.³

We have a limited amount of shares available. Secure your shares today.

[Invest In Groq]


***


SOURCES

¹Groq, “Groq Raises $640M To Meet Soaring Demand for Fast AI Inference,” Blog, August 5, 2024

²Chris Metinko, “The 10 Biggest Rounds Of August: Anduril And Groq Lead Hot Month,” Crunchbase News, September 4, 2024

³Groq, “Groq Supercharges Fast AI Inference For Meta Llama 3.1,” Blog, Accessed December 10, 2024; Groq, “Groq Runs Whisper Large V3 at a 164x Speed Factor According to New Artificial Analysis Benchmark,” Blog, Accessed December 10, 2024

DISCLAIMER

For membership interests in Series 21-2 (“Series Groq”) which will own SPV Interests with an indirect economic interest in Groq, Inc. Series D Preferred Stock. You are not buying Groq shares directly. Groq is not participating or involved in this offering. See below. *

Terms:

  • Securities Offered: Membership Interests in Series 21-2 (“Series Groq”), a series of StartEngine Private LLC (“StartEngine Private”), created solely to hold SPV Interests with an indirect economic interest in Groq, Inc. Series D Preferred Stock

  • Number of Membership Interests Available in this Tranche: 4,286 Membership Interests

  • Affiliate Acquisition Price Per Security: $17.85

  • Underlying Shares Held by Affiliate Eligible for Issuer Acquisition and Offering Increase: up to 10,714

  • Price: $35.00 per Membership Interest

Groq, Inc. (“Groq”) is 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 LLC or any of its affiliates. StartEngine Private LLC purchases shares from current and former employees, early investors, and advisors of the company. When you make an investment in a company on StartEngine Private, you are purchasing an interest in a series of StartEngine Private LLC, a Delaware limited liability company (the “Series LLC”), which was created to hold shares of a privately held company. 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 Groq 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 Groq-2 offered herein are subject to restrictions on transferability and resale including a Right of First Refusal ("ROFR"). As such, Groq has the first right to purchase the securities should Series Groq-2 wish to sell or transfer them. This may affect the ability of Series Groq-2 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.

Series Groq-2 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. Before investing, potential investors should carefully read the offering documents and consult with their advisor to understand the implications of these indirect investments.

Expenses, including those for disposing of SPV interests, extraordinary expenses, transaction fees (including brokerage fees), administration fees, and insurance fees, will be the responsibility of Series Groq-2. 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.

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.

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.

11.08.24

TechRadar: Groq’s LPU Could Become a Game-Changer

Founded by Jonathan Ross, Groq created what it says is the first ever Language Processing Unit (LPU), a specialized chip that’s estimated to run ChatGPT 13X faster if its chips were used instead of NVIDIA’s GPUs. 

And TechRadar says Groq’s latest demos are so impressive, they “more than back up” Groq’s claims that it can deliver the fastest speeds for AI applications, and that it “could well become an absolute game-changer for AI.”

Accredited investors are invited to join the waitlist for StartEngine's Series Groq offering.

Join the Waitlist


This Regulation D 506(c) offering is made available through StartEngine Primary, LLC. Securities are offered and sold exclusively to accredited investors through general solicitation. This investment is speculative, highly illiquid, and involves a high degree of risk, including the potential loss of your entire investment. Groq operates in a rapidly evolving and highly competitive AI chip market with significant competition from established incumbents. Success in this market is not assured, and investors should carefully evaluate these risks before investing.

Source: TechRadar https://www.msn.com/en-us/news/technology/feels-like-magic-groq-s-ultrafast-lpu-could-well-be-the-first-llm-native-processor-and-its-latest-demo-may-well-convince-nvidia-and-amd-to-get-out-their-checkbooks/ar-BB1iZS3J 


10.01.24

NEWS: Groq Semiconductors Enter Middle East

New Development: Groq 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.

Check out the AI Chip Fund

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.

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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.
For more information, you can visit here and contact your financial advisor.

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
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  • 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.

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IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTMENTS ON STARTENGINE ARE SPECULATIVE, ILLIQUID, AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.

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StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC.

StartEngine Secondary (“SE Secondary”) is our investor trading platform. SE Secondary is an SEC-registered Alternative Trading System (“ATS”) operated by SE Primary that matches orders for buyers and sellers of securities. It allows investors to trade shares purchased through Regulation A+, Regulation Crowdfunding, or Regulation D for companies who have engaged StartEngine Secure LLC as their transfer agent. The term “Rapid,” when used in relation to transactions on SE Marketplace, specifically refers to transactions that are facilitated on SE Secondary, This is because, unlike with trades on the StartEngine Bulletin Board (“SE BB”), trades on SE Secondary are executed the moment that they are matched.

StartEngine Bulletin Board (“SE BB”) is a bulletin board platform on which users can indicate to each other their interest to buy or sell shares of private companies that previously executed Reg CF or Reg A offerings not necessarily through SE Primary. As a bulletin board platform, SE BB provides a venue for investors to access information about such private company offerings and connect with potential sellers. All investment opportunities on SE BB are based on indicated interest from sellers and will need to be confirmed. Even if parties express mutual interest to enter into a trade on SE BB, a trade will not immediately result because execution is subject to additional contingencies, including among others, effecting of the transfer of the shares from the potential seller to the potential buyer by the issuer and/or transfer agent. SE BB is distinct and separate from SE Secondary. SE Secondary facilitates the trading of securities by matching orders between buyers and sellers and facilitating executions of trades on the platform. By contrast, under SE BB, SE Primary assists with the facilitation of a potential resulting trade off platform including, by among other things, approaching the issuer and other necessary parties in relation to the potential transaction. The term “Extended”, when used in relation to transactions on SE Marketplace denotes that these transactions are conducted via SE BB, and that these transactions may involve longer processing times compared to SE Secondary for the above-stated reasons.

Even if a security is qualified to be displayed on SE Marketplace, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. You should assume that you may not be able to liquidate your investment for some time or be able to pledge these shares as collateral.

The availability of company information does not indicate that the company has endorsed, supports, or otherwise participates with StartEngine. It also does not constitute an endorsement, solicitation or recommendation by StartEngine. StartEngine does not (1) make any recommendations or otherwise advise on the merits or advisability of a particular investment or transaction, (2) assist in the determination of the fair value of any security or investment, or (3) provide legal, tax, or transactional advisory services.