CONFIDENTIAL PRIVATE OFFERING MEMORANDUM

OF

CLOVIS AI LLC
(A South Carolina Limited Liability Company)

Private Offering of Units of Membership Interest
At a Price of $1.00 per Unit for up to $1,000,000 Total Gross Proceeds
There is a Minimum of 125,000 Units that Must be Sold before Breaking Escrow
Maximum Partnership Units Offered:                                             1,000,000
Minimum Partnership Units Offered:                                                125,000
Price Per Unit:                                                                                              $1.00
Minimum Investment:                                         $25,000 (25,000 Units)(1)

CLOVIS AI LLC, is a South Carolina Limited Liability Company which has elected Partnership
tax status (the “Partnership”). The Partnership is offering a minimum of 125,000 and a
maximum of 1,000,000 Partnership Units for $1.00 per Unit. The offering price per Unit has
been arbitrarily determined by the Partnership.

 

The Date of this Private Offering Memorandum is

June 15, 2022

 

***ACCREDITED INVESTORS ONLY***

THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST IN THESE UNITS.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF SOUTH CAROLINA, OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 506(c) PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.

Sale Price                           Selling Commissions(2)                               Proceeds to Partnership(3)

Per Unit                    $1.00                                               $0.10                                                                    $0.90
Minimum                 $125,000                                        $12,500                                                                $112,500
Maximum                 $1,000,000                                   $100,000                                                             $900,000

FOOTNOTES TO ABOVE TABLES
(1) The Partnership reserves the right to waive the 25,000 Unit minimum subscription for any investor. The Offering is not underwritten. The Units are offered on a “best efforts” basis by the Partnership through its officers and directors. The Partnership has set a minimum offering amount of 125,000 Units with minimum gross proceeds of $125,000 for this Offering. All proceeds from the sale of Units up to $125,000 will be deposited in an escrow account. Upon the sale of $125,000 of Units, all proceeds will be delivered directly to the Partnership’s corporate account and be available for use by the Partnership at its discretion.
(2) Units may also be sold by FINRA member brokers or dealers who enter into a Participating Dealer Agreement with the Partnership, who will receive commissions of up to 10% of the price of the Units sold. The Partnership reserves the right to pay expenses related to this Offering from the proceeds of the Offering. See “PLAN OF PLACEMENT and USE OF PROCEEDS” section.
(3) The Offering will terminate on the earliest of: (a) the date the Partnership, in its discretion, elects to terminate, or (b) the date upon which all Units have been sold, or (c) May 1st, 2023, or such date as may be extended from time to time by the Partnership, but not later than 180 days thereafter (the “Offering Period”.)

SECURITIES LAWS ISSUES

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OF THE COMPANY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ORTHE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS.
THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE MANAGEMENT OF THE PARTNERSHIP. THERE CAN BE NO ASSURANCE THAT ANY OF THE SECURITIES WILL BE SOLD.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY
SUCH REGULATORY BODY REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY OR COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE PARTNERSHIP’S PARTNERSHIP UNITS AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE UNITS WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE PARTNERSHIP IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE UNITS PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE UNITS IS BEING UNDERTAKEN PURSUANT TO RULE 506 OF REGULATION D UNDER THE SECURITIES ACT, AS AMENDED. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE UNITS, WHICH ARE PURCHASED PURSUANT HERETO, MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THE OFFERING PRICE OF THE SECURITIES TO WHICH THE CONFIDENTIAL TERM SHEET RELATES HAS BEEN ARBITRARILY ESTABLISHED BY THE PARTNERSHIP AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE PARTNERSHIP OR ANY OTHER RECOGNIZED
CRITERIA OF VALUE.

FORWARD LOOKING STATEMENTS

THE PROJECTIONS AND NUMEROUS OTHER DISCLOSURES IN THIS MEMORANDUM CONTAIN FORWARD LOOKING INFORMATION THAT IS SUBJECT TO CERTAIN RISKS,
TRENDS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM EXPECTED RESULTS. FORWARD LOOKING STATEMENTS CAN BE
IDENTIFIED BY STATEMENTS THAT INCLUDE THE USE OF THE WORD (OR VARIATIONS ON THE WORD) “EXPECTS”, “BELIEVES”, “ANTICIPATES”, “MAY”, “PROJECTS”, “INTENDS”, “PLANS”, “VIEWS” OR OTHER WORDS THAT CONNOTE THE FUTURE AND REFLECT A POSSIBILITY OF ALTERNATIVE RESULTS. STATEMENTS THAT DO NOT REFER TO HISTORICAL FACTS ARE LIKELY FORWARD-LOOKING STATEMENTS.

CONFIDENTIAL INFORMATION

THE INFORMATION CONTAINED IN THIS MEMORANDUM IS CONFIDENTIAL AND PROPRIETARY TO THE COMPANY AND IS BEING SUBMITTED TO PROSPECTIVE INVESTORS IN THE COMPANY SOLELY FOR SUCH INVESTORS’ CONFIDENTIAL USE WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT THE PRIOR EXPRESS WRITTEN PERMISSION OF THE COMPANY, SUCH PERSONS WILL NOT RELEASE THIS MEMORANDUM OR DISCUSS THE INFORMATION CONTAINED HEREIN OR MAKE REPRODUCTIONS OF OR USE THIS MEMORANDUM FOR ANY PURPOSE OTHER THAN EVALUATING A POTENTIAL INVESTMENT IN THE COMPANY THROUGH PURCHASE OF SECURITIES.
A PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO PROMPTLY RETURN TO THE COMPANY THIS MEMORANDUM AND ANY OTHER
DOCUMENTS OR INFORMATION FURNISHED (I) IF THE PROSPECTIVE INVESTOR ELECTS NOT TO PURCHASE ANY OF THE SECURITIES OFFERED HEREBY, (II) THE PROSPECTIVE INVESTOR’S SUBSCRIPTION IS NOT ACCEPTED, OR (III) THE OFFERING IS TERMINATED OR WITHDRAWN. THIS MEMORANDUM CONSTITUTES THE COMPANY’S EXCLUSIVE STATEMENT CONCERNING THIS OFFERING, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS MEMORANDUM.

CIRCULAR 230 DISCLOSURES

THIS MEMORANDUM IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. ANY TAX DISCUSSION INCLUDED HEREIN HAS BEEN WRITTEN IN CONNECTION WITH THE OFFERING AND INVESTORS SHOULD SEEK ADVICE BASED UPON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. THE OWNERSHIP AND DISPOSITION OF SECURITIES IS COMPLEX, AND MAY VARY BASED UPON THE INDIVIDUAL CIRCUMSTANCES OF EACH INVESTOR. ACCORDINGLY, INVESTORS ARE URGED TO CONSULT, AND MUST RELY UPON, THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SECURITIES, INCLUDING THE APPLICATION OF ANY STATE, LOCAL OR FOREIGN TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.

UNITS ARE SOLD ONLY BY THIS MEMORANDUM

No person is authorized to give any information or make any representation not contained in the Memorandum and any information or representation not contained herein must not be relied upon. Nothing in this Memorandum should be construed as legal or tax advice.
The Management of the Partnership has provided all the information stated herein. The Partnership makes no express or implied representation or warranty as to the completeness of this information or, in the case of projections, estimates, future plans, or forward-looking assumptions or statements, as to their attainability or the accuracy and completeness of the assumptions from which they are derived, and it is expected that each prospective investor will pursue his, her, or its own independent investigation. It must be recognized that estimates of the Partnership’s performance are necessarily subject to a high degree of uncertainty and may vary materially from actual results.
Other than the Partnership’s Management, no one has been authorized to give any information or to make any representation with respect to the Partnership or the Units that is not contained in this Memorandum. Prospective investors should not rely on any information not contained in this Memorandum.
This offering is made subject to withdrawal, cancellation, or modification by the Partnership without notice and solely at the Partnership’s discretion. The Partnership reserves the right to reject any subscription or to allot to any prospective investor less than the number of units subscribed for by such prospective investor.
This Memorandum has been prepared solely for the information of the person to whom it has been delivered by or on behalf of the Partnership. Distribution of this Memorandum to any person other than the prospective investor to whom this Memorandum is delivered by the Partnership and those persons retained to advise them with respect thereto is unauthorized. Any reproduction of this Memorandum, in whole or in part, or the divulgence of any of the contents without the prior written consent of the Partnership is strictly prohibited. Each prospective investor, by accepting delivery of this Memorandum, agrees to return it and all other documents received by them to the Partnership if the prospective investor’s subscription is not accepted or if the Offering is terminated.
By acceptance of this Memorandum, prospective investors recognize and accept the need to conduct their own thorough investigation and due diligence before considering a purchase of the Units. The contents of this Memorandum should not be considered to be investment, tax, or legal advice and each prospective investor should consult with their own counsel and advisors as to all matters concerning an investment in this Offering.