*This video is provided for informational purposes only. The video is produced by Shield AI Inc. The presence of this video on this page does not imply endorsement by Shield AI Inc., and the accuracy or completeness of the information presented cannot be guaranteed.

Shield AI: The Greatest Victory Requires No War.

The technology’s abilities range from room clearance with Nova 2 to dogfighting F-16s — all without the use of GPS, communications, or pilots named Maverick.

Ex-Navy SEAL and Shield AI co-founder Brandon Tseng experienced problems firsthand where intelligent autonomy could have saved lives. His solution? Autonomous AI pilots providing persistent aerial dominance across sea, air, and land, on the tactical edge. 4

Shield AI has already brought this software into the real world, and the results are something else. The company generated $165,000,000 in estimated revenue in 2023, growing an impressive 94% year-over-year, 3 while teaming up with Northrop Grumman 5 and Boeing 6 and on-going, multi-million dollar contracts with the U.S. Department of Defense Innovation Unit and U.S. Air Force. 3

Central to Shield AI's success is Hivemind, an advanced AI framework that enables autonomous decision-making in complex, contested environments. Hivemind empowers military assets to operate independently, adapting to new challenges in real time, without relying on GPS or communication links. 4

CEO and Co-Founder Ryan Tseng, who previously founded WiPower (acquired by Qualcomm), 7 as well as Brandon Tseng (US Navy), 8 and Andrew Reiter (Draper Labs) 9 built Hivemind based on countless years of experience from working in the military and artificial intelligence.

*Investors should not assume that Shield AI Inc. will also be acquired or that investments in Series Shield AI will increase in value. Past performance does not guarantee future results.

Since funding has started, Shield AI has raised $1.07 billion as of December 2023 from notable venture capital firms such as 10X, Andreesen Horowitz, Point72 Ventures.

* Third-party statements do not imply an affiliation with Series Shield AI or any endorsement.

STARTENGINE PRIVATE: YOUR PORTAL TO INVEST IN VENTURE-BACKED BUSINESSES WITHOUT SPENDING MILLIONS

REASONS TO INVEST

Shield AI Claims to be the First & Only Autonomous AI Pilot Deployed in Combat Since 2018 4

Hivemind is one of the few AI technologies being used by US military personnel to help protect our country's people and assets

$165,000,000+ Est. Revenue (2023) 3

Shield AI achieved a notable 94% revenue growth year-over-year from 2022 likely with help from its flagship product, Hivemind.

*Past performance does not guarantee future results.

Strategic Military Collaborations and Contracts

The company has secured significant contracts with the U.S. Department of Defense Innovation Unit an allied nation, 3,4 along with leading aerospace & defense companies Northrop Gunman 5 and Boeing. ⁶

Recent $500M Series F Raised from Elite VC Firms 11

Total investments from notable venture capital firms, including Andreessen Horowitz and Point72 Ventures has reached $1.07B.

40-50% Profit Margin 3

The company is targeting a profit margin profile more akin to tech companies, aiming for a 40-50% range, which is higher than the typical margins of 5-10% seen in traditional defense contracting.

These targets are not guaranteed and depend on various factors.

Leadership: Military and A.I. Expertise

Led by CEO Ryan Tseng (founder of WiPower, acquired by Qualcomm), 7 with co-founders Brandon Tseng (former Navy SEAL) 8 and Andrew Reiter (ex-Draper Labs), 9 bringing together expertise in technology, defense, and artificial intelligence

*Investors should not assume that Shield AI Inc. will also be acquired or that investments in Series Shield AI will increase in value.

This valuation is in connection with offerings of preferred stock and based on the prices of the preferred stock at that time. Series Shield AI owns Series Seed Preferred Shares. Unless otherwise indicated, the information herein is based on information obtained from Pitchbook. This information is from publicly available sources, and we do not guarantee its accuracy or completeness. Past performance and valuations are not indicative of future results, and investors should not assume that investments in Series Shield AI will increase in value. Valuation is not static and can fluctuate based on various factors. See full details in footnote 2.

The value of the offered interests may not be directly equivalent to those of the existing shares of Shield AI, Inc. and may have differing material rights, including a carried interest fee of 20%. Series Shield AI has the right to purchase additional shares in its sole discretion and purchase additional shares of the underlying company. Assuming no reorganization or other corporate events in the underlying company, there will be 1-1 correspondence between the number of shares owned by Series Shield AI and the number of shares in the Series outstanding.

This offering is not eligible for any bonus shares. Any reference to bonus shares or similar terms should not be interpreted as an offer or entitled to bonus shares.

Disclaimers:

1. Shield AI, Inc. (“Shield AI”) is not participating or involved in this offering. The availability of company information does not indicate that the company has endorsed, supports or otherwise participates with StartEngine Private LLC or any of its affiliates. StartEngine Private LLC purchases shares from current and former employees, early investors, and advisors of the company. When you make an investment in a company on StartEngine Private, you are purchasing an interest in a series of StartEngine Private LLC, a Delaware limited liability company (the “Series LLC”), which was created to hold shares of a privately held company. An investor will not directly own or hold shares of the private company but instead will own member interests in a series of the Series LLC, which either directly or indirectly, will hold shares in the company. There may not be a one-to-one economic parity on the value of the Series LLC interests and Shield AI shares.

StartEngine Advisers LLC manages the Series LLC and reports as an exempt reporting advisor (“ERA”) to the Securities and Exchange Commission, which is an investment advisor that is not required to register as a registered investment advisor (“RIA”).

2. Unless otherwise indicated, the information on this webpage and our marketing materials for Series Shield AI is sourced from Pitch Book, a website that maintains a record of the company’s funding rounds, along with their corresponding pre- and post-money valuations. As information on the company, including the valuations, are sourced from publicly available information, we do not guarantee their accuracy or completeness. The data and information may be subject to errors, omissions, or changes over time, and we are not responsible for any inaccuracies in the data and information provided. All the information contained on this page is derived from publicly available data and information, and has not been independently verified by us or any of our affiliates. This information should not be considered as financial or investment advice. Before making any investment decision you should consult your own financial, investment and tax advisors.

3. Source: https://sacra.com/c/shield-ai/ ; Past performance does not guarantee future results.

4. Source: https://shield.ai/ ; https://shield.ai/hivemind/

5. Source: https://news.northropgrumman.com/news/releases/us-army-selects-northrop-grumman-teamed-with-shield-ai-for-future-tactical-unmanned-aircraft-system-prototype

6. Source: https://www.bloomberg.com/news/articles/2023-03-08/boeing-joins-defense-startup-to-develop-ai-piloted-aircraft

7. Source: https://shield.ai/about-us/company-executives/ryan-tseng/ ; https://www.gainesville.com/story/news/local/2010/09/18/fortune-500-company-acquires-startup/31775473007/ ; https://pitchbook.com/profiles/company/122700-61#research31775473007/

8. Source: https://shield.ai/about-us/company-executives/brandon-tseng/

9. Source: https://www.linkedin.com/in/andrewreiter/

10. Source: https://techcrunch.com/2023/12/29/shield-ai-expands-massive-series-f-with-another-300m-in-equity-debt-scaling-valuation-to-2-8b/

11. Source: https://shield.ai/shield-ai-raises-additional-capital-in-series-f-boosts-total-amount-to-500m/

This Reg D offering is made available through StartEngine Primary, LLC, and sold only to accredited investors through general solicitation. An accredited investor is an individual or entity that meets specific home or net worth requirements as defined by the Securities and Exchange Commission.

The securities being offered have not been registered under the Securities Act of 1933 or any state securities laws and are being offered and sold in reliance on exemptions provided by Regulation D.

This offering is speculative and illiquid, and investors should be prepared to hold the securities for an indefinite period. Investing in securities involves risk, and there is the possibility of losing your entire investment. Neither StartEngine nor its affiliates provide investment advice or recommendations, nor do they offer legal or tax advice regarding any securities.

Investors should carefully review all offering documents, including the private placement memorandum, subscription agreement, and any other relevant materials before making an investment decision.

$165M Estimated 2023 Revenue — Top Gun Turns to A.I. Autonomy