Regulation D · Rule 506(c) · Accredited investors only
EquiDeFi Prometheus AI SPV, LLC is a Delaware fund formed to invest in a third-party fund that holds Series B preferred stock of Prometheus, the industrial AI company co-founded by Jeff Bezos and Vikram Bajaj. Minimum commitment: $10,000.
Subscribing requires third-party verification of your accredited investor status. Self-certification is not sufficient under Rule 506(c).
The offering
Access to late-stage private rounds normally starts in the six figures. This fund exists to pool smaller commitments into a single position in a third-party fund that holds Prometheus Series B preferred stock — and to disclose, in full, what that access costs.
| Issuer | EquiDeFi Prometheus AI SPV, LLC, a Delaware limited liability company |
|---|---|
| Manager | EDF Manager, LLC, a Nevada limited liability company, which is under common ownership and control with EquiDeFi, Ltd. |
| Security offered | Member Interests in the Fund, representing a pro-rata indirect interest in Prometheus Series B preferred stock held through one or more third-party funds |
| Exemption | Section 4(a)(2) and Rule 506(c) of Regulation D. Not registered with the SEC or any state. |
| Eligibility | Verified accredited investors. Additional eligibility standards apply and are set out in the subscription documents. |
| Minimum commitment | $10,000, which the Manager may reduce in its sole discretion |
| Offering period | Open until the Manager terminates it. First closing must occur by January 25, 2027, extendable by up to six months. |
| Placement agent | Dominari Securities LLC, retained by the manager of the third-party fund |
| Carried interest | After members receive distributions equal to their capital contributions, further distributions are split 80% to members and 20% to the Manager |
| Governing document | The First Amended and Restated Operating Agreement controls in the event of any conflict with this page or the offering memorandum |
The underlying company
Prometheus develops artificial intelligence tools for real-world, hands-on work. Its systems learn from physical experiments, instrument data and machinery, with the aim of helping engineers and manufacturers accelerate product design, testing and production. The company was co-founded in November 2025 by Jeff Bezos and Vikram Bajaj, who serve as co-chief executive officers.
Headquartered in San Francisco, with offices in London and Zurich. Approximately 150 employees. David Limp joined the board in March 2026. Company status as reported: generating revenue.
Series B participants — as reported
All information on this page about Prometheus is drawn from third-party data providers and public reporting. Neither the Fund, the Manager, the placement agent nor their affiliates has independently verified it, and none of them makes any representation about Prometheus's business, financial condition or prospects. Prometheus is a private company that discloses very little; the Fund has no access to its financial statements and no ability to obtain them. Prometheus has not participated in, reviewed, approved or endorsed this offering, and is not affiliated with the Fund, the Manager or EquiDeFi, Ltd. The naming of investors in the round above is a matter of public record and does not imply that any of them endorses this offering or has any relationship with it.
Structure
This is a fund-of-funds. Every layer adds fees, adds a manager whose decisions you do not control, and adds distance between you and the underlying security. That structure is what makes a $10,000 minimum possible; it is also the single most important thing to understand before subscribing.
Subscribe for Member Interests in the Fund. You are a member of the Fund — not a shareholder of Prometheus, and not a limited partner of any fund below.
The Fund. Managed by EDF Manager, LLC. Pools member capital and commits it to the primary third-party fund.
The primary third-party fund. Its manager, investment manager and placement agent are under common ownership and control with one another.
The primary third-party fund may itself invest through additional funds it does not control, at its discretion. Fees, timing and distribution policy at each level are set by that level's manager.
The end asset. Minority, non-controlling, illiquid, subject to dilution and to any senior securities or indebtedness.
Not the purchase price, not the holding period, not the timing or form of any distribution. Those sit with managers at levels two, three and four.
Confidentiality obligations at the fund level can limit what reaches you about Prometheus, and valuations may be based on limited data and subjective judgment.
The Manager, the third-party fund's manager, the investment manager and the placement agent share ownership, control or economics. Subscribing waives objection to those conflicts.
Where your capital goes
Enter any amount. The first block is the use-of-proceeds schedule exactly as set out in the offering documents. The second is the third-party fund's own fees, which apply on top and reduce the amount that reaches the underlying position.
Once members have received distributions equal to their capital contributions, further distributions go 80% to members and 20% to the Manager.
Card, debit, ACH and crypto funding are accepted. Processing costs, cash-advance fees of up to 5%, card interest, and crypto gas and exchange-rate costs are borne by you and are not recoverable on distribution.
The management fee is paid upfront and is non-refundable on execution of a subscription agreement. Fees and costs are deducted even where subscription funds are returned.
Timeline
$6.2 billion raised at a $30.0 billion post-money valuation.
$12.0 billion at a $41.0 billion post-money valuation, led by JP Morgan Chase and BlackRock.
Subscriptions accepted on a rolling basis. There is no minimum offering amount.
Extendable by the Manager for up to six additional months. If no first closing occurs, funds are returned without interest, net of fees and costs.
None of these is assured, and none is within the Fund's control. There is no timetable for any of them.
Risk summary
The following is a summary and is not complete. The full risk factors are set out in the offering documents, which you should read in their entirety before subscribing.
No public market exists for the Interests or for the Prometheus securities. Transfers are restricted. You may be required to hold indefinitely.
Prometheus is private and discloses very little. No representation is made about its business, condition or prospects.
Prometheus was founded in 2025 and may need substantial further capital. Its market may not develop as anticipated.
Future issuances dilute the indirect interest. Indebtedness and senior securities may absorb proceeds ahead of the Series B preferred.
Fees are charged at the Fund level and again at each fund below it, before any capital reaches the underlying position.
The Manager, the third-party fund's manager, its investment manager and the placement agent share ownership, control or economics. Counsel represents the Fund and its affiliates, not members.
Neither the Fund nor its members participate in decisions about acquisition, valuation, holding period or disposition at any level below the Fund.
You may be allocated taxable income or gain in a year in which you receive no distribution sufficient to pay the resulting tax.
The Fund may acquire its indirect interest at a price based on a Prometheus valuation of up to $50 billion, above the last reported round.
Subscription runs through EquiDeFi. You will complete accredited investor verification, KYC and AML review, and execute the subscription documents before any commitment is accepted.
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This offering
Member Interests in EquiDeFi Prometheus AI SPV, LLC. Those Interests represent a pro-rata indirect interest in Series B preferred stock of Prometheus that the Fund acquires through one or more third-party funds. You are not a shareholder of Prometheus and you have no direct claim on its securities.
$10,000. The Manager may accept smaller amounts in its sole discretion.
There is no minimum offering amount, so the Manager may hold a first closing as soon as subscriptions are accepted. The offering remains open after the first closing until the Manager elects to terminate it, and the Manager is not obliged to notify investors of an extension.
The Fund intends to acquire its indirect interest at a price per share based on a Prometheus valuation of up to $50 billion. The last reported round closed at a $41.0 billion post-money valuation in June 2026. The price you pay is not the price paid in that round, and the fees described on this page are charged before any capital reaches the underlying position.
A 7% placement fee and a 4.5% investment banking fee to the third-party fund, a 2.5% one-time Fund management fee, and expense reserves. The third-party fund then charges 5% per year of committed capital for two years plus a one-time 3% fee. The Manager receives 20% of distributions above return of capital. Liquidation transactional expenses may reach 5% of the transaction amount. See the schedule above.
Yes. Those methods carry processing and convenience costs that you bear and that are not recoverable on distribution — cash-advance treatment can reach 5% of transaction value, card interest can approach 25% in some states, and crypto transactions carry gas and exchange-rate costs. The SEC's Office of Investor Education and Advocacy published an investor alert on using credit cards to invest, which you should read before choosing that method.
There is no timetable and no assurance of any return. A distribution requires a liquidity event at Prometheus, a decision to sell or distribute at each fund level, satisfaction of senior claims, and proceeds exceeding the fees and carried interest above. Treat this as an indefinite hold.
No public market exists. Transfers are restricted by the Operating Agreement and by federal and state securities law, and generally require the Manager's consent.
The Manager is EDF Manager, LLC, a Nevada limited liability company under common ownership and control with EquiDeFi, Ltd. Dominari Securities LLC acts as non-exclusive placement agent, retained by the manager of the third-party fund. The placement agent shares common ownership and control with the third-party fund, its manager and its investment manager. Counsel to the Fund also represents the Manager and EquiDeFi, Ltd. and holds an interest in the Fund.
No. Prometheus has not participated in, reviewed, approved or endorsed this offering, and is not affiliated with the Fund, the Manager or EquiDeFi, Ltd. Information about Prometheus on this page comes from third-party data providers and public reporting.
Yes. The Fund elects to be treated as a partnership for U.S. federal income tax purposes. The Manager uses commercially reasonable efforts to deliver IRS Form 1065 Schedule K-1s within 90 days of the end of each fiscal year. You may be allocated taxable income or gain without receiving a corresponding cash distribution. Consult your own tax adviser.
Regulation D and eligibility
Rule 506(c) is an exemption under Regulation D that permits an issuer to advertise a private offering publicly, provided every purchaser is an accredited investor and the issuer takes reasonable steps to verify that status. The securities are not registered with the SEC.
Broadly, an individual with income above $200,000 (or $300,000 jointly) in each of the last two years with a reasonable expectation of the same this year, or net worth above $1 million excluding a primary residence — plus certain licence holders and entity categories. The SEC maintains a current definition at sec.gov.
Because this is a 506(c) offering. Self-certification is sufficient under Rule 506(b), but 506(c) requires the issuer to take reasonable steps to verify accredited status — typically tax returns, brokerage or bank statements, or a written confirmation from a licensed attorney, CPA, registered broker-dealer or investment adviser. Verification is completed during subscription.
Yes. The Operating Agreement sets additional standards beyond accredited investor status, which the Manager may waive at its discretion. The subscription documents set out what applies to you, and all subscribers are subject to background, KYC and AML review.
No. The SEC does not review, approve, endorse or pass on the merits of a Regulation D offering, or on the accuracy of the offering materials. Any representation to the contrary is unlawful.
Generally yes, where the entity, trust or account itself meets the eligibility standards and is properly authorised to make the investment. Additional documentation is required.
Subscription funds are held pending a closing as described in the subscription documents. If your subscription is rejected in whole or in part, or if no first closing occurs within the offering period, funds are returned without interest, net of the fees and costs set out in the Operating Agreement.
Investor relations
Questions about the structure, the fees or the documents are welcome. Nothing said in a conversation modifies the offering documents, and no one associated with the Fund can give you investment, legal or tax advice.