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This is general, U.S.-focused educational information, not legal, tax or investment advice. Without the issuer, transaction documents, security class, offering exemption and your jurisdiction, nobody can determine whether a particular offer is legitimate, fairly priced or suitable for you.
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1. Identify exactly what you are buying
Start with the legal identity of the issuer and the instrument described in the paperwork. A private company can issue common or preferred stock, membership interests, options, restricted stock, convertible notes, other convertible instruments or debt. These are not interchangeable: they can have different voting rights, repayment terms, conversion mechanics, tax treatment, transfer restrictions and claims on company assets.
Primary issue or secondary sale?
Determine whether the company is issuing new securities or an existing holder is selling a position. In a primary transaction, your money normally goes to the issuer and may fund operations. In a secondary transaction, your money goes to the selling holder, while the company may have to approve the transfer. Ask for a written description of the transaction flow, closing conditions, escrow arrangements and the account that will receive your money.
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Common private-company instruments
| Instrument | What it generally represents | Questions to answer from the documents |
|---|---|---|
| Common stock | An equity interest that is usually junior to debt and preferred stock in a liquidation. | What voting, information and dividend rights apply? What other securities rank ahead of it? |
| Preferred stock | Equity with negotiated preferences, which may include liquidation priority, conversion and protective provisions. | What is the preference amount and participation formula? Is conversion optional or automatic, and when? |
| Membership interests | An ownership interest in a limited liability company rather than a corporation. | What does the operating agreement say about distributions, voting, taxes, transfer and capital calls? |
| Option or warrant | A right, but not an obligation, to acquire securities at specified terms. | What is the exercise price, expiration date, vesting schedule and treatment in a sale or financing? |
| Restricted stock | Shares subject to vesting, repurchase or transfer limits. | When do restrictions lapse? Can the issuer repurchase the shares, and at what price? |
| Convertible note or other convertible instrument | Usually a debt claim that can convert into equity under stated triggers and formulas. | What are the maturity, interest, discount, valuation cap, conversion event, seniority and repayment rights? |
| Debt | A repayment claim rather than an ownership interest. | What collateral, covenants, maturity, interest and priority protect the lender? |
If you are investing through a fund or special-purpose vehicle
Establish what you legally own. You may hold an interest in the vehicle rather than shares of the AI company. Request the vehicle’s governing agreement and a schedule of all management fees, performance allocations, formation costs, administration charges, transaction expenses and tax reporting obligations. Ask who makes decisions, whether you receive company information, how follow-on investments are handled, and what happens if the vehicle itself is wound up or cannot transfer its underlying position.
2. Verify the issuer, seller, intermediary and exemption
Obtain the issuer’s full legal name, jurisdiction of incorporation, principal address, officers and directors. Independently check that those details match the offering documents, the payment instructions and any regulatory filings. Identify every person or entity receiving compensation: the selling shareholder, broker, placement agent, platform, fund manager or other intermediary. Ask for written disclosure of commissions, markups, referral payments and conflicts.
Check the offering exemption
Private offerings commonly rely on an exemption from registration. The documents should state which exemption is being used and who is responsible for compliance. For U.S. offerings under Regulation D, the distinction between Rule 506(b) and Rule 506(c) matters:
| Rule | Solicitation | Purchaser requirement | What to verify |
|---|---|---|---|
| 506(b) | General solicitation is not permitted. | The offering can include accredited investors and a limited number of non-accredited investors who meet the rule’s requirements. | How were you contacted? What information and financial sophistication requirements apply if any purchaser is not accredited? |
| 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 is being used, and does the issuer’s process protect your personal financial information? |
Your eligibility does not make the investment safe, and an issuer’s claimed exemption does not replace your review of the security and its risks.
U.S. accredited-investor thresholds
For commonly used individual tests described by the U.S. Securities and Exchange Commission, the figures below are federal U.S. rules, not universal standards. The SEC page stating these tests was last updated April 24, 2026.
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| Test | Threshold | Conditions |
|---|---|---|
| Net worth | More than $1 million | Exclude the value of your primary residence. The calculation also has liabilities and other asset rules; use the applicable regulatory definition. |
| Income | More than $200,000 individually or $300,000 jointly | The threshold must have been exceeded in each of the previous two years, with a reasonable expectation of reaching it in the current year. |
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 confirm the rule in force when you invest and in the jurisdiction governing the offer.
Form D is a notice, not approval
A Form D filing generally is due within 15 calendar days after the first sale of securities in a Regulation D offering. Review the filing in the SEC’s EDGAR system where applicable, but do not treat it as an endorsement. Form D does not mean the SEC investigated the company, verified its projections, approved the price or found the offering suitable. Match the filing’s issuer, people involved, dates and exemption to the documents you received, and investigate discrepancies.
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Red flags that require a pause
- A salesperson refuses to provide the issuer’s legal name, security documents or a clear explanation of where your money will go.
- The pitch says the shares are scarce, an IPO is imminent, returns are assured or the investment is SEC-approved.
- The seller pressures you to wire funds quickly, uses an account unrelated to the issuer or intermediary, or discourages independent advice.
- The offer relies on AI terminology instead of verifiable information about customers, contracts, revenue, costs and ownership.
- The person soliciting you cannot explain the exemption, compensation, transfer restrictions or the exact security being sold.
SEC investor warnings have specifically described pre-IPO scams that use emerging-technology claims, including AI, aggressive solicitation and promises of an imminent IPO. Treat those features as reasons to verify more, not as evidence of fraud by themselves.
3. Demand company records before evaluating the price
Ask for the complete offering memorandum or equivalent disclosure package and compare every material statement with underlying records. If a document is missing, incomplete or marked confidential in a way that prevents reasonable diligence, record that limitation rather than filling the gap with assumptions.
| Request | What to examine |
|---|---|
| Offering memorandum, subscription agreement and risk factors | The security description, representations you must make, conditions to closing, indemnities, governing law, dispute provisions and all stated risks. |
| Financial statements | Revenue recognition, cash balances, debt, burn rate, commitments, related-party transactions and whether statements are audited, reviewed or unaudited. |
| Cap table and capitalization summary | All issued and reserved securities, classes, options, warrants, convertibles, promised grants and the fully diluted denominator. |
| Budget and use-of-proceeds schedule | How much cash the financing supplies, how long it is expected to last, hiring and infrastructure plans, debt repayment and contingencies. |
| Management and ownership information | Relevant experience, prior roles, litigation or regulatory disclosures where provided, related-party dealings and who controls voting decisions. |
| Material contracts and intellectual-property information | Customer and supplier commitments, licenses, exclusivity, termination rights, ownership of code and data, and restrictions on assignment. |
| Operating metrics and projections | The definition, period and source for each metric; assumptions behind forecasts; and the difference between bookings, billings, revenue and cash collection. |
Ask management to identify which figures are audited and which are management estimates. For projections, request the assumptions and a sensitivity view showing what happens if sales take longer, prices fall, costs rise or the next financing is delayed. A polished presentation is not a substitute for records.
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4. Test the AI claims with evidence
AI is a theme, not a business model. The diligence questions should follow how this particular company actually earns money and incurs costs.
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- What product is deployed today, in which environments, and what problem does it solve?
- Is the product generally available, in pilot, or still under development? What portion of reported usage comes from paying customers rather than trials or internal testing?
- What independent evidence supports performance claims, such as documented evaluations, customer case studies or production usage records?
Customers, contracts and revenue
- Who pays, how much, and under what contract terms? Distinguish recurring subscriptions, usage fees, one-time implementation revenue and non-binding pilots.
- What evidence supports reported usage, retention, renewal and expansion? Ask for the definitions and measurement periods.
- How concentrated are revenue and receivables among the largest customers, and what happens if one contract ends?
Compute economics and financing needs
- How do inference, training, cloud, data-storage and other infrastructure costs affect gross margins and cash requirements?
- Does the company rely on a single model provider, cloud vendor, data source, hardware supplier or license? What are the termination, price-change and capacity terms?
- What level of usage would require additional capital, and is that capital included in the budget?
Data, intellectual property and compliance
- What rights does the company have to use training data, customer data and third-party content?
- Who owns the code, model weights, prompts, datasets and improvements created by employees, contractors and partners?
- What customer, privacy, security, export-control or sector-specific obligations apply to deployment?
These are evidence requests and risk tests, not assumptions that an unnamed issuer has any particular dependency, margin or legal problem. Ask for records that allow the claims to be checked.
5. Read the cap table and security rights
The number of shares offered tells you almost nothing without the denominator and the rights of every class. Obtain a current capitalization table and ask whether it is shown on an issued-and-outstanding basis, a fully diluted basis, or both. Fully diluted figures may include options, warrants, convertibles and other rights that can become equity.
Terms that can change your outcome
- Class and seniority: Identify every preferred, common or membership class and the order in which debt and equity are paid in a sale or liquidation.
- Liquidation preference: Determine the amount each preferred class receives before common holders and whether the preference participates in remaining proceeds.
- Conversion: Check voluntary and mandatory conversion triggers, conversion ratios and any price-based adjustments.
- Voting and information rights: Find out who elects directors, approves major actions and receives financial or inspection information.
- Anti-dilution provisions: Understand whether a later financing at a lower price changes conversion terms and which holders receive protection.
- Options and warrants: Review outstanding grants, exercise prices, vesting, expiration and acceleration on a sale.
- Transfer restrictions: Look for company consent, rights of first refusal, lockups, buyer qualifications and contractual resale procedures.
The SEC’s glossary explains that a cap table records ownership and related securities, and notes that common stock typically ranks last in liquidation priority. That priority can leave common holders with little or nothing after debt and preferred claims are paid, even when the company’s headline valuation appears high.
Do not equate a financing price with your share value
Compare the offered price with the date, size and terms of the latest financing, but do not assume the prices are equivalent. A recent investor may have purchased a different class with stronger preferences, better information rights or a different conversion price. Ask what the advertised valuation assumes about future dilution, additional financing, debt repayment and exit proceeds.
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Private-market information can be too incomplete to support a precise valuation. A broker’s claimed markup, a company’s internal valuation or a media reference to a funding round is only a starting point. Your analysis should connect the price to the security’s rights, the fully diluted cap table and plausible financing or exit outcomes.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.6. Plan for restricted transfer and uncertain liquidity
Most private-placement securities are restricted. Read the transfer provisions before buying, not when you need cash. Ask whether a resale requires issuer approval, a legal opinion, a particular exemption, a qualified buyer, a company tender offer or another condition. Determine who pays the legal and administrative costs and how long an approval process normally takes.
Ask the intermediary to show that any claimed secondary market is an actual executable venue with eligible buyers, not merely a list of indicative interest. Find out whether the company has ever approved transfers, whether it can block a sale, and whether a future financing or acquisition could impose additional restrictions.
Plan for a long or indefinite holding period. You may be unable to find a buyer when you want one, and you should be financially able to lose the entire amount invested. Do not use emergency savings, money needed for near-term obligations or funds that must remain liquid.
7. Use independent professional help intelligently
A securities lawyer can review the subscription agreement, security rights, transfer restrictions, exemption and corporate approvals. A tax professional can address transaction-specific issues such as entity structure, basis, timing, reporting and possible tax on a conversion or sale. An appropriately registered investment professional may help evaluate concentration, liquidity and suitability.
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Ask each professional how they are paid, whether they receive compensation from the issuer or intermediary, what conflicts they have, and what work is outside their engagement. Verify credentials through the relevant regulator or licensing authority. Professional review reduces avoidable errors; it does not make the investment safe or guarantee an exit.
8. A practical decision process
- Pause the payment: Do not wire funds until you have the issuer’s legal identity, seller identity, exact instrument, price, share count, closing conditions and destination of funds in writing.
- Map the ownership: Confirm whether you receive direct shares, a vehicle interest, a convertible claim or debt, and obtain the governing documents.
- Validate the legal route: Identify the exemption, check applicable filings and registrations, and understand any accredited-investor or purchaser requirements.
- Test the business: Tie product, customer, revenue, retention and AI-performance statements to records and stated definitions.
- Model the capital structure: Review the fully diluted cap table, senior claims, preferences, conversion terms and dilution scenarios.
- Check the exit constraints: Read resale restrictions, consent rights, buyer qualifications and the practical availability of a secondary market.
- Review conflicts and costs: Add every fee, spread, vehicle expense, tax obligation and professional charge to the amount you would actually commit.
- Make a personal-risk decision: Invest only if the information is sufficient for your decision, the holding period is acceptable and a total loss would not damage essential finances.
9. When to walk away or seek clarification
Stop and request clarification when documents conflict, material records are withheld, the cap table cannot be reconciled, the seller cannot prove authority to transfer, or payment instructions change at the last minute. Walk away when the pitch depends on guaranteed returns, regulatory approval claims, artificial urgency or an imminent IPO rather than verifiable business evidence.
Also stop if you cannot explain in your own words what you own, who gets paid before you, how you could lose money, what would have to happen for a sale, and which assumptions make the quoted price reasonable. Unanswered fundamental questions are themselves a material risk.
10. Jurisdiction and changing rules
The thresholds and filing references above describe U.S. federal concepts. Other countries can impose different prospectus, licensing, investor-eligibility, tax and resale rules. Even within the United States, the applicable exemption, state notice filings and the facts of the transaction matter. Confirm current requirements with a qualified professional and the relevant regulator before committing funds.
SEC Chair Paul S. Atkins said in the SEC’s 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 direction, not a finding about any particular AI company or a change that makes a private offering safe.
The core test remains specific: verify the instrument and transaction, the people and legal exemption, the company’s evidence, the cap table and rights, the price assumptions, and the practical ability to hold or transfer the investment. If any of those cannot be established from reliable documents, do not treat the offer as ready for your money.
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