AI Companies' Share of Private Venture Mega-Raise Money ($100M+, SEC Form D, trailing four quarters)

## What this measures

The percentage of money in raises of $100 million or more, over the trailing four quarters, raised by companies Palanor classes as AI companies.

## Why it matters

Where the biggest private bets are going. Since mid-2023 the AI share of mega-raise money has run well above the AI share of all private venture money (capital.form_d.ai_share_amount.us): AI money is concentrated in the largest rounds.

## How it is made

Every company that sells securities under Rule 506 of Regulation D files a notice, Form D, with the SEC within 15 days of the first sale, and amends it at least once a year while the offering runs. The SEC's Division of Economic and Risk Analysis publishes every notice as filed in quarterly data sets (2009 onward). Palanor loads all of them. An offering is its SEC file number (an amendment, Form D/A, keeps the number of the notice it amends), and each filing reports the total sold so far, so the money a filing adds is its total minus the previous filing's.

**Venture-like offerings** are equity (alone or with debt, options or other securities) sold under Rule 506 by a U.S. private operating company: no pooled-fund interests, no funds or deal vehicles, no banks, investment vehicles, oil and gas, coal or real estate, no limited partnerships or business trusts, no registered investment companies, no business combinations, and no company that was already an SEC reporting company. Offerings with a filing that adds $1 billion or more count only after a hand review (typing errors such as $105 billion for a $105 million round are dropped). The full rule list is in the Palanor code (src/lib/form-d/venture.ts), the same definition as Palanor's other Form D series. **A raise** is the money one offering adds in a calendar quarter: the sum of what its filings dated in that quarter add. A new round is usually one raise; an offering that keeps selling and reports more on an amendment adds a second raise in the later quarter. **AI companies** are Palanor's own classification of each issuer (the same one as capital.form_d.ai_share_amount.us): every issuer that raised $30 million or more from 2015 on was checked by a search model that read the company's website or reliable reporting, with its evidence page stored, so every mega-raise in the series had that check. Issuers were classified when they raised from 2015, so the series starts with the four quarters ending in 2015 Q4.

## How to read it

A share over four quarters; even so, one AI round of $10 billion or more moves it by many points.

## What it does not cover

Form D is a notice of an exemption, not an announced funding round. Companies that raise without Rule 506, or file late or never, are missing, and some of the largest private companies raise without a notice of their own (only their investor vehicles file). Amounts are what companies report as sold, in the quarter the notice is filed, not when the money was wired. The industry group, state and fund type are the filer's own answers on the form and are not checked. A company's class is set once for the whole period; companies that pivoted to AI late can be misclassed. Industry tallies such as PitchBook's use their own classification and include rounds Form D never sees.

## Source

Palanor calculation from SEC Form D filings (U.S. Securities and Exchange Commission, Form D data sets; public domain). The AI classification is Palanor's.