SEC filing record
Primary Source · SEC.gov

Ohai.ai, Inc.

2023 vintageRule 506(b)Filing record

Built from the SEC filing index the day the filing landed. The figures below are the issuer's own from Form D; AltStreet's analysis, sponsor link and data flags follow when the entity is enriched.

Raised

$4M

Investors

12

Min Invest

None stated

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

Ohai.ai, Inc. is a Delaware corporation that first filed a Form D on January 14, 2022 and most recently amended it on December 15, 2023 in the Other industry group. The offering claims Rule 506(b). Ohai.ai, Inc. reported $4,033,843 sold from 12 investors of a $6,000,000 total offering as of the Form D filed December 15, 2023. The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated. The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly. The issuer's address of record is 125 Church Street, Suite 170, Pembroke, MA 02359.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001904393
Entity NameOhai.ai, Inc.
ExemptionRule 506(b)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising.
Entity TypeCorporation
Jurisdiction of OrganizationDelaware
Issuer Address125 Church Street, Suite 170, Pembroke, MA 02359
Phone(646) 303-1047
Former NamesPROOFOFLEARN, INC. (until March 7, 2023)
Industry / Fund TypeOther
Securities Type—
First Sale DateDecember 1, 2023
Filing DateDecember 15, 2023
Accession Number0001904393-23-000003
Total Offering Amount$6,000,000
Total Amount Sold$4,033,843
Amount Remaining$1,966,157
Total Investors12
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Revenue RangeDecline to Disclose
State (Issuer Address)MA
Amendment Count4 filings on record

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

In the Terminal

Filing events

0

none on file

Critical / warning

0 / 0

0 watch · 0 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

2

lapsed

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Investor

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Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

Sheila Marcelo

Executive Officer, Director · Pembroke, MA

Tony Florence

Director · Pembroke, MA

Kelly Wahlberg

Executive Officer · Pembroke, MA

Questions About Ohai.ai, Inc.

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is Ohai.ai, Inc.?

Ohai.ai, Inc. is a Delaware corporation that filed a Form D with the SEC on December 15, 2023 in the Other industry group. The filing claims Rule 506(b).

Is Ohai.ai, Inc. legit?

AltStreet does not rate legitimacy; it reports the public record. Ohai.ai, Inc. filed a Form D with the SEC on December 15, 2023 claiming Rule 506(b). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $4,033,843 sold to 12 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is Ohai.ai, Inc. registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Ohai.ai, Inc. claimed Rule 506(b) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has Ohai.ai, Inc. raised?

Ohai.ai, Inc. reported $4,033,843 sold from 12 investors of a $6,000,000 total offering as of the Form D filed December 15, 2023.

Who can invest in Ohai.ai, Inc.?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated.

What is the minimum investment in Ohai.ai, Inc.?

The Form D lists the minimum investment as $0, which means the issuer did not state a minimum on the form. The offering documents, not the Form D, set the actual subscription terms.

Who is selling Ohai.ai, Inc. and how are they paid?

The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly.

Who is behind Ohai.ai, Inc.?

The Form D lists 3 related persons: Sheila Marcelo, executive officer, director; Tony Florence, director; Kelly Wahlberg, executive officer. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Ohai.ai, Inc. located?

The issuer's address on its SEC filings is 125 Church Street, Suite 170, Pembroke, MA 02359. Its phone number of record is 646-303-1047. It is organized under the laws of Delaware.

How long is the Ohai.ai, Inc. offering open?

The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 2 amendments are on record for this CIK.

What is Ohai.ai, Inc.'s revenue?

The issuer declined to disclose its revenue range on the Form D, which the form permits.

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Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.