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Form C: Filer Information

Filer CIK:
0001779131 
Filer CCC:
XXXXXXXX 
File Number:
020-35395 
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Submission Contact Information

Name:
 
Phone Number:
 
Contact E-Mail Address:
 
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Form C: Issuer Information

Issuer Information

Name of Issuer:

Sembly AI, Inc. 

Check box if Amendment is material and investors will have five business days to reconfirm Checkbox checked
Describe the Nature of the Amendment:

Issuer is updating their financial statements per the most recent fiscal year, increasing their offering maximum to $1,234,999.26, and extending their campaign end date to June 30th, 2025. 

Legal Status of Issuer:

Form:

Corporation 

Jurisdiction of Incorporation/Organization:

DELAWARE  

Date of Incorporation/Organization:

01-26-2018 

Physical Address of Issuer:

Address 1:

234 5th Avenue 

City:

New York 

State/Country:

NEW YORK  

Mailing Zip/Postal Code:

10001 

Website of Issuer:

https://www.sembly.ai/ 

Is there a Co-issuer? Radio button not checked Yes Radio button checked No

Intermediary through which the Offering will be Conducted:

CIK:

0001725012 

Company Name:

StartEngine Primary, LLC 

Commission File Number:

008-70060 

Form C: Offering Information

Offering Information

Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the offering, including the amount of referral and any other fees associated with the offering:

7 - 13 percent 

Any other financial interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest:

One percent (1%) of securities of the total amount of investments raised in the offering, along the same terms as investors. 

Type of Security Offered:

Other 

Specify:

Class A Common Stock 

Target Number of Securities to be Offered:

1934 

Price:

10.34000 

Price (or Method for Determining Price):

N/A 

Target Offering Amount:

20000.00 

Maximum Offering Amount (if different from Target Offering Amount):

1234999.26 

Oversubscriptions Accepted: Radio button checked Yes Radio button not checked No
If yes, disclose how oversubscriptions will be allocated:

Other 

Provide a description:

At issuer's discretion, with priority given to StartEngine Owners 

Deadline to reach the Target Offering Amount:

06-30-2025 

NOTE: If the sum of the investment commitments does not equal or exceed the target offering amount at the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.

Form C: Annual Report Disclosure Requirements

Annual Report Disclosure Requirements

Current Number of Employees:

4 

Total Assets Most Recent Fiscal Year-end:

2557573.00 

Total Assets Prior Fiscal Year-end:

2172038.00 

Cash and Cash Equivalents Most Recent Fiscal Year-end:

227494.00 

Cash and Cash Equivalents Prior Fiscal Year-end:

367243.00 

Accounts Receivable Most Recent Fiscal Year-end:

0.00 

Accounts Receivable Prior Fiscal Year-end:

0.00 

Short-term Debt Most Recent Fiscal Year-end:

4403042.00 

Short-term Debt Prior Fiscal Year-end:

2502009.00 

Long-term Debt Most Recent Fiscal Year-end:

710000.00 

Long-term Debt Prior Fiscal Year-end:

1300000.00 

Revenue/Sales Most Recent Fiscal Year-end:

1131446.00 

Revenue/Sales Prior Fiscal Year-end:

514714.00 

Cost of Goods Sold Most Recent Fiscal Year-end:

281179.00 

Cost of Goods Sold Prior Fiscal Year-end:

200533.00 

Taxes Paid Most Recent Fiscal Year-end:

0.00 

Taxes Paid Prior Fiscal Year-end:

0.00 

Net Income Most Recent Fiscal Year-end:

-1166297.00 

Net Income Prior Fiscal Year-end:

-1312888.00 

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ALABAMA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ALASKA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ARIZONA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ARKANSAS  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

CALIFORNIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

COLORADO  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

CONNECTICUT  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

DISTRICT OF COLUMBIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

DELAWARE  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

FLORIDA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

GEORGIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

HAWAII  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

IDAHO  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ILLINOIS  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

INDIANA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

IOWA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

KANSAS  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

KENTUCKY  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

LOUISIANA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MAINE  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MARYLAND  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MASSACHUSETTS  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MICHIGAN  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MINNESOTA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MISSISSIPPI  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MISSOURI  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

MONTANA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEBRASKA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEVADA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW HAMPSHIRE  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW JERSEY  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW MEXICO  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NEW YORK  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NORTH CAROLINA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

NORTH DAKOTA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

OHIO  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

OKLAHOMA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

OREGON  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

PENNSYLVANIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

PUERTO RICO  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

RHODE ISLAND  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

SOUTH CAROLINA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

SOUTH DAKOTA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

TENNESSEE  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

TEXAS  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

UTAH  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

VERMONT  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

VIRGINIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WASHINGTON  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WEST VIRGINIA  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WISCONSIN  

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

WYOMING  

Form C: Signature

Signature

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form C and has duly caused this Form to be signed on its behalf by the duly authorized undersigned.

Issuer:

Sembly AI, Inc. 

Signature:

Gil Makleff 

Title:

Chief Executive Officer, Principal Accounting Officer 

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:

Gil Makleff 

Title:

Chief Executive Officer, Principal Accounting Officer 

Date:

04-30-2025 

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:

Artem Koren 

Title:

Chief Product Officer, Director 

Date:

04-30-2025 

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:

Jean Luc Soula 

Title:

Director 

Date:

04-30-2025