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VISIONARY
Fund
Exposure to xAI*, Perplexity*, and More with One Investment
After previously selling out our first four Funds, you now have access to StartEngine’s latest Fund. Our new Visionary Fund features some of the leading names in AI (xAI*, Perplexity*), biotech (Precision Neuroscience), and space (Loft Orbital). Limited spots available.
Minimum Investment $25,263.20
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.
* Indirectly owned; specifically, entitled to an economic interest in the underlying company through ownership of Special Purpose Vehicle (“SPV”) interests. See Footnote 11 for additional details.
Fund Breakdown
Anticipated breakdown assuming a fully subscribed offering:
* The allocation percentages may slightly change based on how much capital will be raised for the fund. Some of the allocations might not have direct share ownership based on the transfer restrictions out of our control, however, the fund will be a direct beneficiary. ** Indirectly owned; specifically, entitled to an economic interest in the underlying company through ownership of Special Purpose Vehicle (“SPV”) interests. See Footnote 8 for additional details.
CEO & Co-Founder of StartEngine
“After four sellouts, our new Visionary Fund once again provides investors with exposure to major players in tech via a single investment. With innovations across AI, neuroscience, space technology, and more, we believe these companies offer a well balanced diversification for investors.”
Reasons to Invest
Elon Musk aims to integrate Grok (xAI’s flagship AI Model) with X and Tesla products to provide “smarter and more meaningful experiences to billions of people.” In March 2025, Musk doubled down on that goal when xAI acquired X in an all-stock deal. The transaction created a combined post-merger valuation of $113B, and merges the companies’ data, models, computing resources, distribution, and talent.
Considered by some experts as Google’s “most serious rival,” Perplexity’s AI search solution offers “clean, comprehensive answers” without the cluttered, ad-heavy experience. In December 2024, The company tripled its valuation to $9B compared to six months prior with a $500M round led by Institutional Venture Partners.
Tenstorrent’s Tensix cores offer a unique combination of affordability, power efficiency, and interoperability that sets it apart from competitors, notably NVIDIA. The company is one of the top “AI chipmakers pulling in the most VC cash,” boosted by a recent $693M Series D joined by Samsung, Hyundai, and Jeff Bezos’ Bezos Expeditions.
In December 2024, Cohesity finalized its merger with enterprise data security firm Veritas at a $7B valuation. The deal created the largest data protection software provider by market share thanks to $1.5B+ in annual revenue and 12K+ enterprise customers, including 85 of the Fortune 100 and nearly 70% of the Global 500.
Precision recently received FDA clearance for its Layer 7 Cortical Interface, permitting use in clinical settings for up to 30 days. This marked the first full regulatory clearance granted to a company developing a wireless brain-computer interface. Meanwhile, Neuralink still faces “high regulatory and technical hurdles” and concerns about its “aggressive, high-risk approach, particularly around safety and invasiveness.”
Loft has generated $500M in bookings for its distinct “satellite-as-a-service” model, enabling AI-powered operations for governments, startups, and large enterprises. That includes 25 customer missions launched to date and over 30 satellites sold to NASA, Microsoft, Anduril, BAE Systems, and others. According to Co-Founder Alex Greenberg, Loft has grown revenue by 100% in the last two consecutive years
There is no guarantee the valuation, revenue and growth for these companies will continue.
About the Portfolio Companies
After xAI acquired X in an all-stock deal, Elon Musk’s AI venture now carries an $80B valuation, with a combined post-merger value of $113B (including $12B of debt from X). The move follows a $6B Series C that helped xAI expand its Colossus supercomputer, “one of the most powerful AI clusters to date.”
* Indirectly owned; specifically, entitled to an economic interest in the underlying company through ownership of SPV interests. See footnote 11 for additional details.
Raised as of Nov. 2024: $12.13B (through Series C)
Notable Investors: Andreessen Horowitz, Sequoia Capital, Valor Equity Partners, Fidelity Investments, NVIDIA, Kingdom Holding Company
Leadership Team: Elon Musk, CEO & Co-Founder
Press:
1. Business Insider: Elon Musk Says He Isn’t Ruling Out Merging xAI and Tesla
2. The Information: Musk Says xAI Building New Data Center ‘Near’ Memphis
3. The New York Times: New Funding Talks Could Value Elon Musk’s xAI at $120 Billion
* The information above may not be accurate or complete and has not been independently verified. See footnote 12.
You can read more about xAI here.
Perplexity AI, the ChatGPT competitor backed by NVIDIA and Jeff Bezos. The company has just secured another $500M in funding at a $9B valuation just five months after SoftBank’s investment at a $3B valuation. The company reported 230 million monthly search queries in the U.S. — an eightfold increase from 2023. The company is on track to multiply annualized revenues by 5X since the beginning of 2024.
* Indirectly owned; specifically, entitled to an economic interest in the underlying company through ownership of SPV interests. See footnote 11 for additional details.
Raised as of Dec. 2024: $916.4M (through Series D)
Notable Investors: NVIDIA, Jeffrey Bezos/Bezos Expeditions, The SoftBank Group, Bessemer Venture Partners
Leadership Team: Aravind Srinivas, CEO & Co-Founder was previously a Research Specialist at OpenAI.
Press:
1. Sacra Equity Report: Perplexity
2. Bloomberg: AI Startup Perplexity Closes Funding Round at $9 Billion Value
3. TechCrunch: Perplexity brings ads to its platform
4. AdWeek: EXCLUSIVE: Perplexity Is Quietly Building an AI-Powered Shopping Experience, Taking On Amazon
* The information above may not be accurate or complete and has not been independently verified. See footnote 12.
You can read more about Perplexity here.
Tenstorrent, one of the “AI chipmakers pulling in the most VC cash,” just secured a $693M Series D. The round attracted investments from Jeff Bezos’ Bezos Expeditions, Samsung Securities, and Hyundai.
* Indirectly owned; specifically, entitled to an economic interest in the underlying company through ownership of SPV interests. See footnote 11 for additional details.
Raised as of Dec. 2024: $1.03B (through Series D)
Notable Investors: Eclipse Ventures, Real Ventures, Samsung Catalyst Fund, Jeffrey Bezos / Bezos Expeditions
Leadership: Jim Keller, CEO (formerly Apple, Intel, AMD, and Tesla)
Press:
1. Reuters: Tenstorrent, Hyundai-backed BOS unveil automotive AI chips
2. Nikkei Asia: Tenstorrent eyes Japan AI chip service that charges only for data processed
3. Data Centre Dynamics: Ecoblox and Tenstorrent team up for AI and HPC in the Middle East
*The information above may not be accurate or complete and has not been independently verified. See footnote 12.
You can read more about Tenstrorrent here.
Before acquiring Veritas, Cohesity had already raised $1.9B+ from big names like Cisco, HP, Sequoia, Softbank, and others. The company uses AI powered security to help companies recover from cyber attacks 10x faster, and boasts $1.5B+ in annual revenue.
* Indirectly owned; specifically, entitled to an economic interest in the underlying company through ownership of SPV interests. See footnote 11 for additional details.
Raised as of Dec. 2024: $1.69B (through Series H)
Notable Investors: Sequoia, SoftBank, Google Ventures, IBM, NVIDIA
Leadership: Sanjay Poonen, CEO & President (formerly VMware, SAP, Microsoft, and Apple)
Press:
1. ComputerWeekly: Cohesity CEO on Veritas integration and IPO plans
2. CIO: How Cohesity’s New Generative AI Assistant, Gaia, Unlocks Enterprise Data
3. Channel Insider: Cohesity Unveils Expansion of NVIDIA GPU-Enhanced Solution
*The information above may not be accurate or complete and has not been independently verified. See footnote 12.
You can read more about Cohesity here.
The FDA, for the first time ever, just granted Precision Neuroscience full regulatory clearance for a wireless brain computer interface (BCI) company, beating its rivals like Elon Musk’s Neuralink and Synchron (backed by Jeff Bezos and Bill Gates). Precision has cumulatively raised $155M from established VCs to develop minimally invasive BCIs that connect patients with severe neurological conditions with AI capabilities.
Raised as of Dec. 2024: $155.15M (through Series C)
Notable Investors: B Capital Group, Forepont Capital Partners, Duquesne Family Office, Steadview Capital Management, General Equity Holdings
Leadership: Benjamin Rapoport, Chief Science Officer & Co-Founder, was a founding Neuralink team member and is a practicing neurosurgeon
Press:
1. The Debrief: Precision Neuroscience Gains Edge in Brain-Computer Interface Race with FDA Clearance
2. MassDevice: Precision Neuroscience Strengthens Leadership Following FDA Clearance for BCI Tech
3. The Wall Street Journal: This Company Has a Plan to Beat Neuralink at the Brain-Computer Interface Game
*The information above may not be accurate or complete and has not been independently verified. See footnote 12.
You can read more about Precision Neuroscience here.
Loft Orbital is redefining space logistics with “satellites-as-a-service” — allowing clients to deploy AI-powered applications into orbit without building or launching their own satellites. In January 2025, Loft Orbital raised a $170M Series C at a $1B valuation, led by Tikehau Capital and Axial Partners and joined by Bpifrance, Foundation Capital, Temasek, and Uncork Capital. With this Series C alone, the company eclipsed its $160M raised to date and achieved $330M in lifetime funding.
Raised as of Jan. 2025: $316.27M (through Series C)
Notable Investors: B Capital Group, Forepont Capital Partners, Duquesne Family Office, Steadview Capital Management, General Equity Holdings
Leadership: Co-founded by Pierre-Damien Vaujour and Alexander Greenberg after tenure at Spire Global, with experience from NASA and ESA.
Press:
1. Via Satellite: EarthDaily Analytics Set for Summer Launch After Integrating Payload on Loft Orbital’s Longbow Satellite
2. Airbus: Industry first: Loft Orbital Signs Agreement With Airbus To Procure More Than Fifteen Arrow Satellite Platforms
3. TechCrunch: Loft Orbital Forms Joint Venture With UAE-Based Firm To Scale Satellite Production in the Middle East
*The information above may not be accurate or complete and has not been independently verified. See footnote 12.
You can read more about Loft Orbital here.
Minimum Investment $25,263.20
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 Visionary Fund (Series 5-1 of StartEngine Private Funds LLC) which will own shares or fractional interests in Convertible Interest Rights Agreements 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?
31% will be allocated to X.AI**
28% will be allocated to Perplexity**
17% will be allocated to Tenstorrent
9% will be allocated to Cohesity**
9% will be allocated to Precision Neuroscience
6% Will be allocated to Loft Orbital
The allocation percentages may slightly change based on how much capital will be raised for the fund. Some of the allocations might not have direct share ownership based on the transfer restrictions out of our control, however, the fund will be a direct beneficiary.
** Indirectly owned; specifically, entitled to an economic interest in the underlying company through ownership of SPV interests. See Footnote 11 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 |
|---|---|---|---|---|---|---|
| X.AI** | Special Purpose Vehicle (“SPV”) interests with indirect economic interests in Series B Preferred Stock | $840,000.00 | $39.00 | $56.00 | 15,000 | 31% |
| Perplexity** | Special Purpose Vehicle (“SPV”) interests with indirect economic interests in Series A-3 Preferred Stock | $776,250.00 | $350.60 | $575.00 | 1,350 | 28% |
| Tenstorrent | Series A-1 Preferred Stock | $472,500.00 | $81.98 | $135.00 | 3,500 | 17% |
| Cohesity* | Special Purpose Vehicle (“SPV”) interests with indirect economic interests in Common Stock | $260,000.00 | $18.02 | $26.00 | 10,000 | 9% |
| Precision Neuroscience | Common Stock | $237,500.00 | $6.52 | $9.50 | 25,000 | 9% |
| Loft Orbital | Common Stock | $160,000.00 | $18.50 | $32.00 | 5,000 | 6% |
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 4-1 (“A.I. Disruptors 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.
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.
The allocation percentages may slightly change based on how much capital will be raised for the fund. Some of the allocations might not have direct share ownership based on the transfer restrictions out of our control, however, the fund will be a direct beneficiary.
*The amount paid by the StartEngine Visionary Fund for the portfolio company securities is higher than the price StartEngine Crowdfunding Inc. previously paid for the securities in the secondary market.
** See Footnote 11 for additional details.
*** See Footnote 12 for additional details.
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 5-1 (“Visionary 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 Visionary 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 Visionary Fund wish to sell or transfer them. This may affect the ability of Visionary 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 Visionary Fund is sourced as of June 25, 2025, 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. Sources: LaToya Scott, “Elon Musk Wants A 'Proper Value' For xAI — After $6 Billion Raise, 100,000 GPUs, And A Quiet $100 Million Deal Most Missed,” Benzinga, May 14, 2025; Source: Maxwell Zeff, “Elon Musk Says xAI Acquired X,” TechCrunch, March 29, 2025
4. Sources: Parmy Olson, “Google’s Most Serious Rival Isn’t Microsoft. It’s a Startup.,” Bloomberg, January 7, 2025; Lloyd Lee, “Perplexity AI Triples Its Valuation in About 6 Months With Latest $500 Million Funding Round,” Business Insider, December 18, 2024; Shirin Ghaffary, “AI Startup Perplexity Closes Funding Round at $9 Billion Value,” Bloomberg, December 18, 2024; Madhumita Mrugia & Cristina Criddle, “Perplexity’s Popularity Surges as AI Search Start-Up Takes on Google,” Financial Times, August 9, 2024
5. Sources: Eli Grant, “Tenstorrent: Disrupting NVIDIA's AI Accelerator Market,” AInvest, December 5, 2024; Jacob Robbins, “Meet the 10 AI Chipmakers Pulling In the Most VC Cash,” PitchBook, August 21, 2024; Rebecca Szkutak, “Jeff Bezos Backs AI Chipmaker Tenstorrent,” TechCrunch, December 2, 2024
6. Sources: Staff, “Data Protection Leader Cohesity Secures $7BN Valuation Following Veritas Merger,” FinTech Global, December 12, 2024; Forge Global, “Cohesity: Company Details,” Accessed April 21, 2025
7. Sources: Julian Cruz, “Precision Neuroscience's FDA Milestone: A New Era in Brain-Computer Interfaces and Its Investment Implications,” AInvest, April 18, 2025; Abhinaya Prabhu, “Neuralink Hits $9B: Is Musk’s Brain Tech the Future, or Will Synchron and Precision Neuroscience Take the Lead?,” Tech Funding News, May 28, 2025; Jessica Hagen, “Precision Neuroscience Scores $102M for AI-Enabled Brain Implant,” MobiHealthNews, December 16, 2024; Pooja Rao, “Venture Capital Funding for Brain-Computer Interfaces Outstrips DARPA Dollars,” From the Interface, May 9, 2024
8. Sources: Mary Ann Azevedo, “Loft Orbital Lands a Fresh $170M After Logging Over $500M of Bookings,” TechCrunch, January 15, 2025; Source: Dominic-Madori Davis, “20 New Tech Unicorns Were Minted in 2025 So Far,” TechCrunch, April 21, 2025
11. StartEngine Private Funds LLC (the “Series LLC”) holds economic interests of xAI, Perplexity, and Cohesity 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.
12. The links provided are for informational purposes only. The presence of the links on this page does not imply endorsement by the respective websites and the accuracy or completeness of the information presented cannot be guaranteed.
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. 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.