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Powerlaw Corp (PWRL) spotlights SpaceX stake in $556M portfolio

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Powerlaw Corp. is offering 43,242,931 shares of common stock under a prospectus supplement that updates its venture portfolio as of June 30, 2026. Investments in private technology and financial companies had an aggregate cost of $358,141,770 and an aggregate fair value of $556,246,588, representing 79.36% of net assets.

The largest position is Space Exploration Technologies Corp., with Class A common stock costing $50,758,844 and valued at $189,523,047, followed by holdings in OpenAI Group PBC, Stripe, Tether and other private companies. Between May 13 and June 30, 2026, new investments were made in Prometheus Industries, Inc. and Shield AI Holdings, Inc. through special purpose vehicles.

The portfolio spans software, artificial intelligence, financial technology, defense and aerospace businesses and is accessed through direct purchases, SPVs and a forward contract. Holdings include Databricks, Deel, Figma, Rippling, Vast Data, Mercor.io, Perplexity AI, Saronic Technologies and other high-growth private enterprises.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing updates the portfolio but does not establish that the 43,242,931 covered shares were issued, sold, or generated proceeds.

The July 15, 2026 Form 424B3 supplements the May 20 prospectus and updates portfolio information as of June 30, 2026; it identifies 43,242,931 common shares in the prospectus, but does not report their issuance, sale, or proceeds.

That leaves the offering at a disclosed prospectus stage rather than an established share issuance: if additional shares are issued, existing holders’ percentage ownership would decrease absent offsetting changes.

The filing does not provide a share price, fees, or proceeds amount, so the immediate economic size of the share transaction cannot be established from this supplement.

Shares of common stock registered 43,242,931 shares Amount of Powerlaw Corp. common stock covered by the prospectus supplement
Aggregate cost of portfolio investments $358,141,770 Total cost of portfolio company investments as of June 30, 2026
Aggregate fair value of portfolio investments $556,246,588 Total fair value of portfolio company investments as of June 30, 2026
Portfolio as percentage of net assets 79.36% Portion of net assets represented by listed portfolio investments as of June 30, 2026
SpaceX investment cost $50,758,844 Cost of Class A common stock position in Space Exploration Technologies Corp.
SpaceX investment fair value $189,523,047 Fair value of Space Exploration Technologies Corp. Class A common stock as of June 30, 2026
OpenAI investment fair value $46,924,979 Fair value of OpenAI Group PBC Class A common stock as of June 30, 2026
Shield AI investment fair value $25,070,000 Fair value of Shield AI Holdings, Inc. Series G Preferred Stock as of June 30, 2026
SPV financial
"Investment Structure(s): SPV ³"
An SPV (special purpose vehicle) is a separate legal entity created to hold specific assets, run a particular project, or issue securities, keeping those activities legally and financially distinct from the sponsor’s main business. Think of it as a sealed bucket used to isolate risk and cash flows—this matters to investors because an SPV can limit exposure to losses, affect credit risk and transparency, and influence how returns and liabilities are reported.
Forward Contract financial
"Investment Structure(s): Forward Contract⁵"
Net Assets financial
"Percentage of Net Assets 2"
Net assets represent the total value of what an organization owns minus what it owes. Think of it like a person’s belongings after paying off any debts—what remains is their net worth. For investors, net assets indicate the overall financial strength of a company or fund, showing how much value is available to shareholders.
artificial general engineer technical
"Prometheus is building what it describes as an “artificial general engineer”"
autonomous systems technical
"Shield AI Holdings, Inc. is a defense technology company developing AI-powered autonomous systems"
Autonomous systems are machines or technology that can operate and make decisions on their own, without needing constant human guidance. They use sensors, software, and rules to perform tasks independently, much like a self-driving car navigating traffic. For investors, understanding autonomous systems is important because they are transforming industries, increasing efficiency, and creating new opportunities for innovation and growth.
Offering Type shelf

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What securities is Powerlaw Corp (PWRL) offering in this prospectus supplement?
Powerlaw Corp is offering 43,242,931 shares of common stock under a supplement to its May 20, 2026 prospectus. The supplement primarily updates information on the fund’s current portfolio holdings and related investment structures.

How large is Powerlaw Corp (PWRL)'s investment portfolio as of June 30, 2026?
As of June 30, 2026, the portfolio’s aggregate cost is $358,141,770 and aggregate fair value is $556,246,588. These investments represent 79.36% of the fund’s net assets, concentrated in private technology, AI, financial technology, defense and aerospace companies.

Which is the largest single holding in Powerlaw Corp (PWRL)'s portfolio?
The largest holding is Space Exploration Technologies Corp. Class A common stock, with cost of $50,758,844 and fair value of $189,523,047. This position accounts for 27.04% of net assets, making it the fund’s most significant individual investment.

What new investments did Powerlaw Corp (PWRL) add between May 13 and June 30, 2026?
Between May 13 and June 30, 2026, the fund acquired investments in Prometheus Industries, Inc. and Shield AI Holdings, Inc. via SPVs. Prometheus focuses on AI-driven engineering tools, while Shield AI develops AI-powered autonomous systems for military aviation.

What types of companies does Powerlaw Corp (PWRL) hold in its portfolio?
The portfolio includes companies in software, artificial intelligence, financial technology, defense and aviation/aerospace. Examples are Canva, Databricks, Deel, Figma, OpenAI, Payward (Kraken), Tether, Vast Data, Shield AI, Saronic Technologies and Space Exploration Technologies Corp.

How does Powerlaw Corp (PWRL) gain exposure to Waymo, LLC?
Exposure to Waymo, LLC is through a Forward Contract on 4,000 membership units. This position has a cost and fair value of $360,000 and represents 0.05% of the fund’s net assets as of June 30, 2026.

 

Filed Pursuant to Rule 424(b)(3)
Registration File No. 333-290337

 

 

 

Powerlaw Corp.

 

43,242,931 Shares of Common Stock

___________

 

Supplement dated July 15, 2026 to the Prospectus dated May 20, 2026

___________

 

This supplement supplements certain information contained in the prospectus of Powerlaw Corp. (the “Fund”) dated May 20, 2026, as amended or supplemented (the “Prospectus”). Capitalized terms used in this supplement and not otherwise defined have the meaning specified in the Prospectus. You should carefully consider the “Risk Factors” section beginning on page 16 of the Prospectus.

 

Current Portfolio

 

The following table sets forth certain information as of June 30, 2026 for each of the Fund’s portfolio companies.

 

   Nature of                      
Portfolio  Principal  Investment  Cost of   FV of   Percentage        
Company  Business  Structure(s)  Investment   Investment1   of Net Assets2   Shares/ Units
Canva, Inc.  Software  SPV ³  $6,782,818   $6,569,802    0.94%   3,848   shares of Common Stock
Colossal Biosciences Inc.  Biotechnology and Genetic Engineering  Direct Purchase  $19,999,989   $33,341,710    4.77%   1,339,584   shares of Common Stock
Databricks, Inc.  Software  SPV ³  $14,583,435   $20,845,090    2.97%   12,000   shares of Series A Preferred Stock,
                         54,436   shares of Series J Preferred Stock,
                         42,105   shares of Series L Preferred Stock
Deel, Inc.  Software  Direct Purchase,  $30,224,946   $29,982,768    4.28%   256,959   shares of Series A-3 Preferred Stock,
      SPV ³                  513,919   shares of Series E Preferred Stock
Figma, Inc.  Software  Direct Purchase  $2,064,000   $1,166,805    0.17%   64,500   shares of Class A Common Stock
Kalshi  Inc.  Financial  SPV ³  $20,624,260   $37,869,836    5.40%   23,382   shares of Common Stock,
   Technology                     38,969   shares of Series E Preferred Stock
Mercor.io Corporation  Artificial Intelligence (AI)  SPV ³  $21,032,522   $19,994,611    2.85%   28,020   shares of Series C Preferred Stock
OpenAI Group PBC  Artificial Intelligence (AI)  SPV ³  $40,012,605   $46,924,979    6.69%   74,258   shares of Class A Common Stock
Payward, Inc.
(aka Kraken)		  Financial
Technology		  Direct Purchase,
SPV ³		  $  26,278,577   $  37,174,413    5.30 %    148,349
263,926		   shares of Common Stock,
shares of Series Seed Preferred  Stock,
                         89,876   shares of Series A Preferred  Stock,
                         102,606   shares of Series C Preferred  Stock
People Center Inc. d/b/a Rippling  Software  SPV ³  $4,968,400   $4,950,178    0.71%   90,826   shares of Class A Common Stock
Perplexity AI, Inc.  Artificial Intelligence (AI)  SPV ³  $8,240,207   $8,000,201    1.14%   115,037   shares of Series E Preferred Stock
Prometheus Industries, Inc.  Artificial Intelligence (AI)  SPV ³  $15,875,000   $15,725,000    2.24%   372,366   shares of Series B Preferred Stock
Saronic  Defense  SPV ³  $8,311,126   $8,057,344    1.15%   103,863   shares of Series Seed -1 Preferred  Stock,
Technologies, Inc.  Products                     179,085   shares of Series D Preferred Stock
Shield AI  Holdings, Inc.  Defense Products  SPV ³  $26,070,000   $25,070,000    3.58%   162,681   shares of Series G Preferred Stock
Space Exploration Technologies Corp.  Aviation/Aerospace  SPV ³  $50,758,844   $189,523,047    27.04%   1,107,514   shares of Class A Common Stock
Stripe, Inc.  Financial Technology  Direct Purchase⁴  $15,005,029   $25,316,550    3.61%   401,850   shares of Class B Common Stock
Tether Holdings, S.A. de C.V.  Financial Technology  SPV ³  $21,200,000   $19,999,621    2.85%   6,456   shares of Common Stock
Vast Data Ltd.  Artificial  SPV ³  $25,750,012   $25,374,633    3.62%   239,932   shares of Common Stock,
   Intelligence (AI)                     150,926   shares of Series B Preferred Stock,
                         31,269   shares of Series F Preferred Stock
Waymo, LLC  Mobility Technology  Forward Contract⁵  $360,000   $360,000    0.05%   4,000   Membership Units
         $358,141,770   $556,246,588    79.36%        

 

(1)The values presented in this column reflect the unaudited fair value of such investments as of June 30, 2026, in accordance with the Fund’s valuation policies and procedures.

1

 

 

(2)Calculated based on the Portfolio Company’s fair value as a percentage of the Fund’s net assets as of June 30, 2026.

 

(3)All or a portion of this investment is held in one or more SPV’s in which the Fund has a direct investment. The SPV’s have either directly invested in the Portfolio Company or indirectly invested in the Portfolio Company through an SPV. The number of shares or units presented represents the number of securities of the underlying Portfolio Company for which the Fund has indirect economic exposure.

 

(4)All or a portion of this investment is held through a Subsidiary.

 

(5)All or a portion of this investment is held through forward contracts. Forward contracts involve the future delivery of securities of the Portfolio Company upon such securities becoming freely transferable or upon the removal of legends that restrict the transfer of such securities. The counterparties to the forward contracts are the direct holders of the restricted securities of the Portfolio Company.

 

Between May 13, 2026 and June 30, 2026, we acquired investments in the following Portfolio Companies, through SPVs: Prometheus Industries, Inc. and Shield AI Holdings, Inc. A brief description of each of these Portfolio Companies is included below:

 

Prometheus Industries, Inc.

 

Prometheus Industries, Inc. (“Prometheus”) is an artificial intelligence company focused on applying advanced AI to the design and manufacturing of complex physical products across the industrial economy. Co-founded by Jeff Bezos and Vik Bajaj, formerly of Google X and Alphabet’s Verily, and operating out of San Francisco, London, and Zurich, Prometheus is building what it describes as an “artificial general engineer”: a set of AI tools designed to dramatically compress the time required to design, simulate, and manufacture complex physical systems. The company’s technology targets pre-production optimization, including prototyping and tuning equipment and workflows, with initial focus areas spanning computing, aerospace, and automotive manufacturing. The underlying thesis is that AI-accelerated engineering represents a fundamental driver of civilizational productivity – compressing decade-long development cycles, such as jet engine design, by an order of magnitude or more. 

 

Shield AI Holdings, Inc.

 

Shield AI Holdings, Inc. (“Shield AI”) is a defense technology company developing AI-powered autonomous systems for military aviation and related domains. Founded in 2015 and headquartered in San Diego, California, the company was built around the thesis that AI pilots will power every category of military asset, and that a software-first approach could enable a new generation of defense technology capability. Shield AI’s core product is Hivemind, a full autonomy stack that enables uncrewed aircraft to fly complex missions without GPS or communications in contested and degraded environments. The company works with eight of the top 25 defense primes, including General Atomics, Northrop Grumman, RTX, L3Harris, Kratos, and Airbus. Shield AI’s V-BAT vertical takeoff and landing drone has been operationally deployed in Ukraine, where it has executed missions in GPS-denied and heavily jammed environments. 

 

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Source: View Original Filing on SEC EDGAR