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Startupspublished

Bonafide.ai Files $12.21M Equity Offering; $4.21M of Sold Total Came From SAFEs

The Form D leaves $2.97 million available, but its reported sales figure includes a sizeable SAFE-conversion component and no cash-purchase breakout.

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Bonafide.ai Files $12.21M Equity Offering; $4.21M of Sold Total Came From SAFEs
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Bonafide.ai has reported 9.24 million dollars sold in a new equity offering, but nearly half of that figure may not represent new cash. The company says 4.21 million dollars consists of securities created when outstanding SAFEs were converted and canceled. Because the filing does not separately break out cash purchases, the headline sales number cannot be treated as a standalone measure of capital raised. The new Form D covers a Rule 506(b) exempt offering with a 12.21 million dollar ceiling. Bonafide.ai lists 23 investors, no minimum outside investment, and 2.97 million dollars remaining to be sold. That remaining amount is available capacity under the offering—not a completed financing, and not a guarantee that the company will sell the balance. The first sale date was August 11, 2026, and the company says it does not intend for the offering to last more than one year. Chief Executive Officer Layton Han signed the notice on August 24. The filing reports zero commissions, zero finder’s fees, and no proceeds used or proposed for payments to named insiders. Bonafide.ai is a Delaware corporation based in Oakland, and the notice identifies Han, Noah Doyle, and Janie Yu as officers or directors. As with any Form D, the SEC says it has not necessarily reviewed the information or confirmed its accuracy. The key constraint is simple: until the filing provides a cash-purchase breakout—or the remaining capacity is actually sold—the company’s reported total leaves the fresh-capital picture unresolved.

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3 key points

Bonafide.ai's new Rule 506(b) equity notice leaves a $12.21 million offering capacity in place, but its $9.24 million sold figure is not equivalent to cash raised: $4.21 million reflects outstanding SAFEs converted into securities. With 23 investors and no minimum investment, the filing offers limited visibility into fresh capital or whether the remaining $2.97 million will be sold. Filed August 24, 2026, it is an...

  1. 01

    The first sale date is August 11, 2026; Bonafide.ai says the offering is not intended to last more than one year.

  2. 02

    SAFE conversions represent roughly 46% of the reported amount sold, and the filing provides no separate cash-purchase subtotal.

  3. 03

    The $2.97 million remaining to be sold reflects available offering capacity, not a completed or guaranteed future raise.

Bonafide.ai has set a $12.21 million ceiling on a new exempt equity offering and reported $9.24 million sold. The central qualification sits in the same Form D: $4.21 million of that reported total consists of securities issued upon conversion and cancellation of outstanding SAFEs. The notice does not provide a separate subtotal for cash purchases.

The company filed a new Form D for a Rule 506(b) exempt offering of equity securities, classified in the other-technology industry group. It lists August 11, 2026, as the first-sale date, and Chief Executive Officer Layton Han signed the notice on August 24. The offering has 23 investors and no minimum outside investment.

How the reported sales figure is composed

The securities issued through SAFE conversions account for roughly 46% of the $9,239,992 listed as sold. Since the filing includes those securities within its total without separately stating cash purchases, the sales figure cannot by itself serve as a standalone cash-purchase measure.

The notice leaves capacity, not a completed round

Bonafide.ai says it does not intend for the offering to last more than one year. The $2,970,008 remaining figure identifies securities still available under the stated offering; it does not establish that the company will sell the full $12.21 million amount.

The filing is marked as a new notice rather than an amendment and is not connected to a merger, acquisition, or exchange offer. It lists zero sales commissions and finder’s fees, along with zero gross proceeds used or proposed for payments to named officers, directors, or promoters.

Bonafide.ai is identified as a Delaware corporation incorporated in 2024, with its principal office in Oakland, California. Han is listed as an executive officer and director; Noah Doyle and Janie Yu are listed as directors.

Form D is a notice of an exempt securities offering. The form states that the SEC has not necessarily reviewed the information or determined whether it is accurate or complete, so it records the issuer’s reported offering structure rather than an SEC-validated financing account.

Sources

  1. sec.govBonafide.ai, Inc. files Form D notice for an exempt funding offering

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