Everything you need to know about Ampel's equity incentive program — how it works, what you receive, and what it means to be an owner.
Ampel's equity incentive program lets you earn real ownership in the company just by using the platform. When you sign up, subscribe, refer friends, or get referred, you receive equity — actual shares in Ampel Co. You're not just a customer. You're a part-owner.
This is made possible through Regulation Crowdfunding, a federal securities framework that allows companies to distribute equity broadly. The program is conducted through Loupt Portal LLC, a funding portal registered with the SEC and FINRA.
Most AI apps charge you a subscription and keep all the value for themselves. Ampel does something different: it shares ownership with the people who actually use the product. When you use Ampel, you earn equity in the company. If Ampel grows, you share in that growth — not just as a user, but as an owner.
You still get the same thing you'd expect from any great AI chat app — access to powerful language models, helpful conversations, web search, and more. The difference is that your engagement is rewarded with a stake in the company itself.
Ampel was founded on the belief that the people who create value for a platform should share in the value they help create. Technology companies have generated trillions of dollars over the past two decades, but almost all of that value has gone to founders, employees, and institutional investors — not to users.
We're changing that. By giving users equity, we're aligning our interests: when Ampel grows, you benefit directly. It's not a loyalty program or points system — it's real ownership.
To use Ampel, you must:
Because the equity incentive program is built into the Ampel experience, these are the requirements for using the platform itself — not just for the equity program.
It's simple. Create an Ampel account, subscribe to a plan, and complete the identity verification process through Persona (this is a legal requirement for securities distribution). Once you're set up, you start earning equity right away. Qualifying activities like subscribing, referring friends, and being referred earn you equity automatically. You don't need to invest any money beyond your subscription fee — and that fee is for the AI service itself, not for the equity.
Because we're distributing real securities — actual equity in a company — federal law requires us to verify the identity of every participant. This is called KYC, or "Know Your Customer," and it's a standard requirement under securities regulations. It's the same kind of verification you'd go through when opening a brokerage account.
Identity verification is handled entirely by our partner, Persona. During the process, you may be asked to provide a government-issued photo ID and a facial photograph for comparison. Ampel does not store your biometric data or government ID documents — that information is transmitted directly to and processed by Persona under their own privacy policy.
Before proceeding, you'll be presented with a separate biometric data consent notice as required by applicable state laws.
You receive membership interests in Ampel Users LLC, a special-purpose entity that holds shares of Ampel Co. on your behalf. Each membership interest corresponds one-to-one to a single share of Series 3 Common Stock in Ampel Co.
In plain terms: you own a piece of Ampel. Your membership interest gives you the same economic rights (dividends, liquidation proceeds) as the shares held by the founder and employees. The only structural difference is that your shares are held through Ampel Users LLC rather than directly.
Ampel Users LLC is a "crowdfunding vehicle" — a simple holding company set up specifically to comply with SEC regulations for distributing equity to a large number of people under Regulation Crowdfunding. Think of it as a container that holds Ampel shares on behalf of all participating users.
This structure is required by Rule 3a-9 under the Investment Company Act. It allows Ampel to distribute equity broadly while staying within the regulatory framework. All expenses of Ampel Users LLC are paid by Ampel Co. — you're never charged any fees for holding your interests.
The current offering includes up to 2,500,000 membership interests (corresponding to 2,500,000 shares of Series 3 Common Stock). Additional offerings may be authorized in the future — up to 50,000,000 shares of Series 3 Common Stock are authorized under Ampel's charter. The specific amount you can earn depends on your activities on the platform.
Right now, equity is earned through three core activities: subscribing to a paid plan, referring new users, and being referred by an existing user. We may introduce additional ways to earn equity in the future.
No additional payment beyond your subscription. Your subscription fee is solely for access to the AI chat service — it's not the "price" of the equity. The shares are distributed as incentive compensation for your engagement with the platform, not in exchange for your subscription payment.
Equity is distributed periodically through our funding portal, Loupt Portal LLC. The exact timing and frequency of distributions may vary. You'll be notified through the platform when equity is distributed to your account.
No. The Series 3 Common Stock underlying your membership interests does not carry voting rights. This means you won't be able to vote on corporate matters like electing directors or approving mergers. However, if the law ever requires a vote on a matter that specifically affects Series 3 shares, Ampel Users LLC will ask for your input and vote the underlying shares according to your instructions.
If Ampel declares a dividend, yes — you'd receive exactly the same amount per share as the founder and employees. Series 3 shares have completely equal economic rights to Series 1 (founder) and Series 2 (employee) shares. Ampel Users LLC is required to pass through any distributions it receives to members within 30 days.
That said, dividends are unlikely in the near term. Like most early-stage technology companies, Ampel expects to reinvest any revenue into building the business for the foreseeable future.
If Ampel is acquired, goes public (IPO), or undergoes another liquidity event, your membership interests entitle you to your proportional share of any proceeds distributed to common stockholders. Series 3 shares participate on the same per-share basis as Series 1 and Series 2 shares.
One important caveat: if Ampel raises money from investors in the future by issuing preferred stock (which is common for startups), those preferred stockholders may have "liquidation preferences" — meaning they get paid back first, before any proceeds flow to common stockholders. This is standard in venture capital financing.
Yes, on a per-share basis. Every share of Series 3 Common Stock has the exact same economic rights as every share of Series 1 (founder) and Series 2 (employee) Common Stock. There's no preference, seniority, or subordination between the series when it comes to dividends and distributions. The only difference is voting rights — Series 1 has 20 votes per share, Series 2 has 1 vote per share, and Series 3 has no voting rights.
Tax treatment of equity received through this program may be complex. The Company currently understands that receiving securities through this program is not expected to be a taxable event at the time you receive them, with taxation potentially deferred until a liquidity event (like a sale or IPO). However, there is no guarantee that the IRS or state tax authorities will agree with this position, and tax law may change.
Ampel Users LLC is treated as a partnership for federal tax purposes, which means your share of the LLC's income, gain, loss, or deductions is reported on your individual tax return — even if you don't receive a cash distribution.
We strongly recommend consulting your own tax advisor. Neither Ampel nor Ampel Users LLC provides tax advice.
Yes. Ampel Users LLC will provide you with a Schedule K-1 (Form 1065) each year, reflecting your share of the LLC's tax items for that fiscal year. Schedule K-1s will be provided by March 15 following the end of each fiscal year.
There are restrictions. Under Regulation Crowdfunding, securities generally cannot be resold for one year after you receive them. After that holding period, transfers are still subject to some limitations — for example, the transferee must agree to be bound by the operating agreement, and the manager must approve the transfer for securities law compliance.
Exceptions to the one-year restriction include transfers to the company itself, to an accredited investor, as part of a registered offering, or to a family member, trust, or in connection with death or divorce.
No. There is currently no public trading market for membership interests in Ampel Users LLC or for Series 3 Common Stock, and none is expected to develop in the near term. You should expect to hold your equity for an extended period and should not participate in the program if you need near-term liquidity.
Any investment in an early-stage company carries significant risk. Key risks include:
For a full list of risk factors, please refer to the Form C filing available on the SEC's EDGAR system.
Yes. Ampel's charter authorizes 300,000,000 total shares, including 200,000,000 shares of blank-check preferred stock that the board can issue without stockholder approval. Future equity financing rounds, employee equity grants, and additional user equity offerings will all dilute existing holders' ownership percentages. This is normal for startups but is an important factor to understand.
If Ampel ceases operations or is dissolved, any remaining assets would be distributed to stockholders after the company's debts and obligations (including any preferred stock liquidation preferences) are paid. As a holder of common stock interests, you would receive your proportional share of whatever remains — but in many startup failures, that amount is zero. You should not participate in this program with any expectation of a guaranteed return.
Legally, yes — even though a subscription is required to use Ampel. Your subscription payment is solely for access to the AI chat service. It is not the "price" of the equity and is not consideration for any securities. The equity program and the subscription service are legally separate relationships, even though they're accessed through the same platform.
Your equity is yours to keep. If you cancel your subscription, you'll lose access to the AI chat service, but you remain a holder of membership interests in Ampel Users LLC with all associated rights and obligations under the operating agreement and applicable securities laws. The same applies if your account is terminated. Canceling your subscription does not forfeit your equity.
Ampel is controlled by its sole founder and CEO, James "Jake" Baldwin Esse, who holds 100% of the voting power through 30,000,000 shares of Series 1 Common Stock (which carry 20 votes per share). As the sole director and officer, Jake makes all strategic, operational, and financial decisions for the company. Holders of Series 3 shares (user equity) have no voting rights and no ability to influence governance decisions.
Ampel is required by SEC regulations to file annual reports and provide progress updates on the offering. These will be posted on the Ampel website (ampel.ai) and on the Loupt Portal website (loupt.co). Ampel Users LLC will also provide you with annual statements of your holdings and pass through any disclosures it receives from the company.
Regulation Crowdfunding (or "Reg CF") is a set of SEC rules that allows companies to raise capital — or, in Ampel's case, distribute equity — to a broad group of people, including non-accredited investors. It was created under the JOBS Act and provides a legal framework for companies to offer securities without the cost and complexity of a traditional public offering. All Reg CF offerings must be conducted through a registered funding portal and are subject to disclosure requirements, including the filing of a Form C with the SEC.
Loupt Portal LLC is the SEC- and FINRA-registered funding portal through which Ampel's equity incentive program is conducted. Federal law requires all Regulation Crowdfunding offerings to go through a registered intermediary — you can't receive equity directly from Ampel. Loupt handles the compliance and administrative aspects of the offering, including processing subscriptions and facilitating KYC verification. Loupt does not hold any ownership interest in Ampel.
This FAQ is for informational purposes only and does not constitute legal, tax, or investment advice. For complete details about the equity incentive program, including a full list of risk factors, please refer to the Form C filing available on the SEC's EDGAR system and the Ampel Users LLC Operating Agreement. If you have additional questions, contact us at equity@ampel.ai.