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A free scan shows the junk files, broken settings and background clutter dragging Windows down - then fixes them in one click.Free scan · Windows 10 & 11Do not send money until you can identify exactly what you are buying, who is selling it, which legal exemption is being used, what the company’s records support, how your security ranks in a sale or liquidation, and how you could eventually sell. A private AI-company offer is a securities transaction, not simply a bet on a technology trend. Without the issuer’s legal name, security documents, offering exemption, seller, jurisdiction and your own financial circumstances, nobody can determine whether a particular deal is suitable or fairly priced.
This guide is US-focused and educational. Private-placement rules, tax treatment and resale restrictions differ by jurisdiction and can change. Have transaction-specific documents reviewed by qualified legal, tax and investment professionals before committing capital.
1. Identify the security and the transaction
The phrase “shares in a private AI company” is not precise enough to evaluate an offer. A startup may issue common or preferred stock, membership interests, options, restricted stock, convertible notes or other convertible instruments, or debt. Each has different ownership, voting, conversion, repayment and liquidation rights.
Ask for the legal identity of the issuer
- The company’s complete legal name, state or country of formation and principal business address.
- The exact security name and class, such as Series B preferred stock or common stock.
- The number of securities, price per unit, currency, minimum investment and closing date.
- The governing purchase agreement, subscription agreement, note, operating agreement or other instrument.
- Any conditions to closing, escrow arrangements, refund provisions and transfer restrictions.
Check that the name on the documents matches the entity receiving funds. A brand name, online profile or a salesperson’s email address is not proof that the legal issuer exists or that the person is authorized to sell its securities.
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Determine whether it is a new issue or a resale
In a primary transaction, the company issues new securities and receives the proceeds. In a secondary transaction, an existing holder sells or transfers securities and the company may receive nothing. The distinction affects dilution, company consent, representations, warranties and the seller’s authority to transfer.
Request the seller’s name, proof of ownership and the company’s written consent where required. Ask whether the seller is an employee, founder, early investor, fund or special-purpose vehicle. A seller offering a “reserved allocation” should be able to explain its contractual right to transfer that specific security.
Understand an investment vehicle
If you invest through a fund, syndicate or special-purpose vehicle, you may own an interest in that vehicle rather than shares of the AI company directly. Obtain the vehicle’s formation documents and fee schedule. Confirm management fees, carried interest, expenses, voting authority, information rights, distribution timing, tax reporting and what happens if the vehicle cannot complete the purchase. Your economic outcome can differ materially from a direct shareholder’s outcome.
2. Verify the offer, exemption and people involved
Find the legal offering exemption
Private offerings generally rely on an exemption from US registration. The documents should state the exemption and the issuer’s eligibility. For Rule 506 offerings, the two common paths have different solicitation and verification requirements.
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| Route | Solicitation | Purchaser standard | What to confirm |
|---|---|---|---|
| Rule 506(b) | General solicitation is not permitted. | Can include accredited investors and a limited number of sophisticated non-accredited investors, subject to the rule’s conditions. | How you were contacted, whether required information was provided to any non-accredited purchaser, and that the issuer followed the applicable limits. |
| Rule 506(c) | General solicitation is permitted. | Every purchaser must be accredited, and the issuer must take reasonable steps to verify that status. | What verification procedure the issuer uses and whether the representation you sign is accurate. |
Issuer compliance does not make an investment safe or suitable. Read the exemption language in the offering documents and ask counsel if it is unclear.
Check filings, but do not confuse a filing with approval
Where applicable, search the issuer’s history in the SEC’s EDGAR system and compare the filing entity, amount offered, date, exemption and related persons with the documents you received. A Form D is a notice filing, not SEC approval, an endorsement or a finding that the investment is legitimate. The SEC says Form D is generally due within 15 calendar days after the first sale; a late, amended or absent filing should prompt questions, but a filing alone does not validate the deal.
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Independently verify every intermediary and seller through the relevant regulator’s registration or licensing database. Confirm the legal entity, disciplinary history, contact details and compensation arrangement. Use a telephone number or website obtained independently rather than relying only on a link supplied by a promoter.
Recognize urgency and “official” language as warning signs
Be skeptical of claims that shares are scarce, an initial public offering is imminent, the SEC has approved the investment, or AI makes unusually high returns nearly certain. SEC investor alerts describe pre-IPO scams that use emerging-technology stories, aggressive solicitation and promises of a near-term IPO. Pressure to wire funds quickly, refusal to provide documents before payment, requests to send money to an unrelated person or wallet, and guaranteed returns are reasons to stop and investigate.
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3. Request records and test what the company claims
Core documents
Ask for an offering memorandum or equivalent disclosure package, the purchase or subscription agreement, charter or operating documents, current capitalization table, recent financing documents, financial statements, debt schedule, material contracts and the budget or use-of-proceeds plan. Ask who prepared the financial statements, whether they are audited, reviewed or unaudited, and what accounting period they cover.
Request current cash, burn rate, debt maturities, outstanding commitments and runway assumptions. Compare the stated use of proceeds with the company’s budget: hiring, model development, data licensing, cloud infrastructure, sales, debt repayment and working capital should be identifiable categories rather than vague promises. Ask what happens if the company raises less than the target.
Separate historical results from projections
Label each number as historical, current or projected. For projections, ask for the underlying assumptions, sensitivity to slower sales or higher costs, and the date on which management last updated them. Revenue forecasts are not evidence of revenue. Request bank, accounting or contract support appropriate to the claim, while recognizing that private issuers may provide less disclosure than public companies.
Apply AI-specific diligence questions
“AI-powered” describes a theme, not a business model. Tailor verification to the company’s actual product and customers:
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- Product: What is deployed today, in which version, and for which use case? Is it software, an API, a hosted service, a model, hardware or a consulting engagement?
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- Economics: How do inference, training, cloud, data and infrastructure costs affect gross margin and cash needs? Request the measurement period and accounting treatment for each metric.
- Dependencies: Does the product rely on one model provider, cloud vendor, data source, license, distributor or customer? What are the replacement cost and contractual termination rights?
- Data and intellectual property: What rights does the company have to use training and customer data? Who owns model outputs, code and improvements, and are there claims, licenses or restrictions that could impair commercialization?
- Evidence: Can management demonstrate the technology, product performance and customer claims in a controlled presentation or provide independent records? Marketing language should not substitute for verifiable evidence.
These are diligence questions, not assumptions that an unnamed issuer has any particular cost, dependency or performance profile.
4. Read the cap table and security rights
The number of shares offered tells you almost nothing about economic ownership without the denominator and the rights attached to the shares. Obtain a dated cap table prepared by the company or its counsel and determine whether it is shown on a fully diluted basis.
Fields to reconcile
- Issued and outstanding shares by class and holder.
- Authorized but unissued shares.
- Options and warrants, including exercise prices and vesting.
- Restricted stock and shares reserved for employee plans.
- Convertible notes, SAFEs or other instruments that may convert.
- Preferred-stock conversion ratios, liquidation preferences and participation rights.
- Debt, liens and other claims senior to equity.
Ask management to show your percentage ownership both before and after the fully diluted instruments are included. A percentage based only on currently issued common shares can be overstated.
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Preferred investors may receive their liquidation preference before common holders, and debt generally ranks ahead of equity. Common stock is typically last in liquidation priority. A company can have a high headline valuation while common shares receive little or nothing in a low-priced sale after senior claims and preferences are paid.
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Review voting rights, information rights, protective provisions, conversion mechanics, anti-dilution terms, dividends, redemption rights and drag-along or tag-along provisions. Determine whether your class can be forced to convert, sold or included in a transaction without your consent. Have counsel explain unfamiliar provisions rather than relying on a summary slide.
5. Decide whether the price is supportable
A recent financing price is a reference point, not a guarantee that every class is worth the same amount. Compare the offered price with the date, security class, liquidation terms, conversion rights and investor protections of the latest round. A common-share secondary price may appropriately differ from a preferred-round price; the documents must explain why.
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Build a valuation view from several outcomes
Ask what the advertised valuation assumes about future financing, dilution, growth, margins and exit timing. Model at least these possibilities:
- Strong outcome: the company raises capital at a higher valuation or completes a profitable exit, with your class receiving proceeds after senior claims.
- Flat or down round: new capital arrives at a lower price, diluting existing holders and possibly adding stronger preferences.
- No exit: the company remains private for an extended period and provides limited liquidity.
- Failure or distressed sale: debt and preferred preferences consume proceeds before common equity.
Private-company information may be insufficient for a precise valuation. Treat a broker’s markup, a social-media valuation or a claim that a future IPO will set the price as an assumption to test, not as an independent appraisal.
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Most private-placement securities are restricted. Read the transfer legend and every contractual restriction before buying. Ask whether a resale requires issuer or board consent, a legal opinion, a particular securities-law exemption, a qualified buyer, a right of first refusal or a company-sponsored tender process.
Clarify whether the advertised secondary market is an actual executable venue or merely an indication of interest. Ask how prior trades were settled, who bears transfer taxes and fees, and what happens if the company refuses consent. There may be no buyer when you need one, and the company may never conduct a liquidity event.
Commit only money that can remain invested for an unknown period. A private investment can lose its entire value; do not rely on a hoped-for IPO, acquisition or secondary sale to meet tuition, housing, debt or emergency obligations.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.7. Check US accredited-investor status when relevant
Eligibility depends on the exemption and your facts. The SEC’s 2024 investor guidance, on a page last updated April 24, 2026, lists these common individual tests:
| Test | Threshold | Qualification detail |
|---|---|---|
| Net worth | More than $1 million | Exclude the value of your primary residence; the calculation includes the applicable liabilities and assets under the rule. |
| Income | More than $200,000 individually or $300,000 jointly | Achieved in each of the previous two years, with a reasonable expectation of reaching the same level in the current year. |
These are US federal figures, not universal rules. The applicable rule and your circumstances control. On September 30, 2026, the SEC announced a proposal seeking comment on additional possible ways for individuals to qualify. A proposal is not an implemented change, so do not treat it as a new eligibility route.
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8. Use independent professional review
A securities lawyer can analyze the instrument, cap table, representations, transfer limits and exemption. A tax professional can address basis, reporting, withholding, losses, entity structures and jurisdiction-specific consequences. An appropriately registered investment professional may help evaluate concentration, liquidity and suitability.
Before hiring anyone, ask how they are paid, whether they receive commissions or referral compensation, what conflicts exist and which entity is providing the advice. Verify credentials through official regulator resources. Professional review reduces avoidable errors but cannot eliminate business, fraud, valuation or liquidity risk.
SEC Chair Paul S. Atkins said in the September 30, 2026 proposal announcement: “Investor demand for private market investment opportunities is growing, and one of my priorities for the Commission is to explore ways to facilitate the ability of individual investors to participate in private markets, while at the same time protecting those investors from bad actors and fraud.” The statement describes a policy goal, not an endorsement of any individual offering.
9. A practical pre-wire checklist
Do not transfer funds until you can answer each item in writing:
- What is the issuer’s exact legal name, and which entity receives the money?
- Am I buying a new issue, a resale, or an interest in a vehicle?
- What security class or instrument am I receiving, and where are its governing terms?
- Who is the seller, and how is ownership and authority to transfer proven?
- Which exemption is being used, and do the solicitation and purchaser requirements fit the transaction?
- Have I independently checked the issuer’s applicable filings and every intermediary’s registration?
- Do the financial statements, cash position, debt schedule and use-of-proceeds plan support management’s story?
- Can the company substantiate its product, customer, revenue, retention, data-rights and cost claims?
- What is my fully diluted ownership percentage after options, warrants and convertibles?
- What rights, preferences, conversion terms and senior claims stand ahead of my security?
- How was the price set, and why is it comparable to the quoted financing or secondary price?
- What exact steps would be required to resell, and can I afford an indefinite holding period?
- Have independent legal and tax professionals reviewed the documents and conflicts?
- Would a total loss leave my finances and other goals intact?
10. When to walk away or pause
Pause the transaction if documents arrive only after payment, names or wire instructions change, the cap table is unavailable, the security class is ambiguous, the seller will not prove ownership, the company will not explain its exemption, or the return is presented as guaranteed. Also pause when the price depends entirely on an imminent IPO, when claims cannot be reconciled to records, or when you cannot understand the transfer and liquidation provisions.
Walking away is a valid diligence result. A legitimate company should be able to explain what is being sold, who owns it, how the price was determined and what risks remain, even if private-company disclosure is less extensive than public-company reporting.
Bottom line
Evaluate a private AI-company share offer as an illiquid, high-risk security transaction. Verify the issuer and exemption, read the instrument and cap table, test the AI business claims, model dilution and liquidation priority, confirm how resale works, and invest only an amount you can lose and leave committed indefinitely. If any of those answers depends on a promise rather than a document or independently checked evidence, do not wire the money.
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