CONFIDENTIAL PRIVATE OFFERING MEMORANDUM

Clovis ai LLC

Private Offering of Limited Partnership Units

$1,000,000

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)

Clovis ai LLC, a South Carolina 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

See Risk Factors: Offering Price.
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

The Date of this Memorandum Prepared is June 15, 2022

  • 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.
  • 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.
  • 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) June 15th, 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”.)

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. 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.

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 of 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 Memorandum does not constitute an offer to sell or a solicitation of an offer to buy to anyone in any jurisdiction in which such offer or solicitation would be unlawful or is not authorized or in which the person making such offer or solicitation is not qualified to do so. This Memorandum does not constitute an offer if the prospective investor is not qualified under applicable securities laws.

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.

TABLE OF CONTENTS

I.  Jurisdictional (NASAA) Legends 8

II.  Summary of the Offering 22

A. The Partnership 22

B. General Partner 22

C. Operation  22

D. Introduction Executive Summary 22

E. Business Plan 29

F. The Offering 29

G. Risk Factors 30

H. Use of Proceeds 30

I. Minimum Offering Proceeds – Escrow of Subscription Proceeds 30

J. Partnership Units 30

K. Registrar 30

L. Subscription Period. 30

III. Requirements for Purchasers. 31

General Suitability Standards. 31

Accredited Investors. 31

Other Requirements. 34

IV. Forward Looking Information 34

V.  Risk Factors. 35

A.  Development Stage Business. 35

B.  Inadequacy of Funds. 35

C.  Dependence on Management 35

D.  Risks Associated with Expansion. 36

E.  Customer Base and Market Acceptance. 36

F.  Competition. 36

G.  Trend in Consumer Preferences and Spending. 37

H.  Risks of Borrowing. 37

I.  Unanticipated Obstacles to Execution of the Business Plan. 37

J.  Management Discretion as to Use of Proceeds. 37

K.  Control By Management 38

L.  Return of Profits. 38

M.  No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets. 38

N.  Dilution. 39

O.  Limited Transferability and Liquidity. 39

P.  Broker – Dealer Sales of Units. 39

Q.  Long Term Nature of Investment 40

R.  No Current Market For Units. 40

S.  Compliance with Securities Laws. 40

T.  Offering Price. 40

U.  Lack of Firm Underwriter. 41

VI.  Use Of Proceeds. 42

A.  Sale of Equity. 42

B.  Corporate Application of Proceeds. 42

VII. Management. 43

VIII. Management Compensation. 45

IX.  Board of Advisors. 46

X.  Dilution. 46

XI.  Current Partners. 47

XII. Partnership UNIT OPTION AGREEMENTS. 48

XIII. Litigation. 48

XIV. Description of Units. 48

XV.  Transfer Agent and Registrar. 49

XVI. Plan of Placement. 49

A.  Escrow of Subscription Funds. 49

B.  How to Subscribe for Units. 49

XVII. Additional Information. 50

Exhibits:

Exhibit A – Business Plan ………………………..…………………………………………… 51

Exhibit B – Operating Agreement ……….……………………………………………………52

Exhibit C – Subscription Agreement ………………………………………………………….94

Exhibit D – Investor Suitability Questionnaire ………………………………………………104

Exhibit E – Financials …………………………………………………………………………110