He Rejected Apple Twice Before He Created Midjourney

John Coogan
1 Aug 202323:53

TLDRThis video explores the intriguing journey of David Holz and his AI company, Midjourney, which revolutionized AI-generated imagery. Starting with his early days of programming and innovation, the narrative follows David's entrepreneurial ventures, notably his founding of Leap Motion. Despite challenges and declining two acquisition offers from Apple, David persevered. The video culminates in his founding of Midjourney, which, without external funding, quickly became a leader in AI imagery, leveraging community feedback through Discord and continuously improving its technology.


  • 😀 Midjourney emerged as a leading AI image generation tool, revolutionizing the field with diffusion models.
  • 😎 David Holes, the founder, transitioned from academia to entrepreneurship to make a significant impact.
  • 🚀 Leap Motion, a previous venture by David, showcased novel hand-tracking technology but faced challenges in market adoption.
  • 💡 Midjourney's success was propelled by strategies including leveraging Discord for user engagement and feedback.
  • 🌐 Discord served as a crucial platform for user collaboration, prompt generation, and model improvement.
  • ⚙️ Midjourney prioritized user interaction and feedback, iterating rapidly to achieve product-market fit.
  • 💰 David focused on acquiring compute resources rather than funding, recognizing their significance for scaling.
  • 📈 The value of learning from past experiences and continuous improvement was emphasized in Midjourney's development.
  • 🤖 AI's potential, as highlighted by David, lies in its ability to enhance human capabilities, akin to water driving civilization.
  • 🔍 The importance of responsible AI regulation to harness its benefits while mitigating risks was acknowledged.

Q & A

  • Who is David Holes and what is his contribution to AI?

    -David Holes is an entrepreneur and the founder of Midjourney, an AI company that specializes in generating high-quality images. Before Midjourney, he founded Leap Motion, a company focused on hand-tracking technology. His work spans from academic research in physics and applied math to innovative ventures in technology, particularly in AI image generation.

  • What is Midjourney and why is it significant in the AI industry?

    -Midjourney is an AI company known for its ability to generate highly realistic images through AI models. It is significant because it represents a leading example of how diffusion models can improve AI's capability in image creation, and it has grown rapidly, attracting a large user base and generating substantial profits without external funding.

  • What was Leap Motion and how did it relate to Midjourney?

    -Leap Motion was David Holes' earlier company, which developed a device for hand-tracking to interact with computers. Although innovative, it struggled with market fit and was eventually sold. The experiences and insights gained from Leap Motion, particularly in user interaction with technology, influenced the creation and development of Midjourney.

  • How did David Holes use his background in academia to influence his entrepreneurial ventures?

    -David Holes used his academic background in physics and applied math to approach complex problems in technology and entrepreneurship. His understanding of technical and mathematical concepts helped him innovate in the tech industry, particularly in AI and user interface technology through his companies Leap Motion and Midjourney.

  • What challenges did Leap Motion face in the market?

    -Leap Motion faced several challenges, including the readiness of the market for its technology and issues with product-market fit. The technology was ahead of its time, focusing on hand-tracking interfaces when such interactions were not yet widespread or fully integrated into consumer technology.

  • Why did David Holes reject offers from Apple to acquire Leap Motion?

    -David Holes reportedly rejected offers from Apple because he felt that Apple was no longer innovative and he admired Android's approach more at the time. These rejections suggest his strong vision and perhaps a belief that his company could achieve more independently or aligned with different technological philosophies.

  • What role did user interaction play in the transition from Leap Motion to Midjourney?

    -User interaction was crucial; David's focus on how users interact with technology, learned from Leap Motion's struggles, was applied to Midjourney. This influenced how Midjourney was designed to engage users more effectively and utilize feedback to continuously improve its AI model.

  • How did Midjourney achieve its success without external funding?

    -Midjourney achieved success without external funding by leveraging a bootstrapped model, focusing on organic growth through its user base on Discord, and using strategic insights from David Holes' previous experiences to efficiently allocate and utilize resources like computing power.

  • What was the impact of the open Beta release of Midjourney?

    -The open Beta release of Midjourney was a pivotal moment, leading to rapid growth in its user base and public visibility. It demonstrated the capabilities of its AI model to generate detailed images and attracted significant attention, both supportive and critical, particularly regarding its role in creative industries.

  • How does Midjourney handle ethical considerations and potential misuse of its technology?

    -Midjourney addresses ethical concerns and potential misuse by enforcing strict community guidelines on its Discord server. It prohibits the creation of deepfakes and not safe for work content, and restricts images of controversial political figures, ensuring responsible use of its technology.



🎨 Building Mid-Journey: A Fascinating Journey of AI-Generated Images

The paragraph introduces the concept of AI-generated images and focuses on the success story of Mid-Journey, a company revolutionizing this field. It highlights David Holes, the founder, and the company's rapid rise to becoming the best AI-generated image creator. The narrative delves into David's background, his journey from childhood interests to founding Mid-Journey, and the company's unique approach to generating images. It discusses the significance of Mid-Journey in the AI landscape and its impact on tech entrepreneurship.


🧠 Leap Motion's Journey: Challenges and Lessons in Innovation

This paragraph recounts the story of Leap Motion, a company founded by David Holes prior to Mid-Journey, and its challenges in introducing gestural interface technology. It outlines the struggles Leap Motion faced in achieving product-market fit despite having promising technology. The narrative highlights David's encounters with investors, including an insightful interaction about product dimensions. It discusses Leap Motion's trajectory, including fundraising efforts, product development, and its eventual acquisition.


🌐 The Rise and Fall of Leap Motion's Innovations

This section delves deeper into Leap Motion's endeavors, including its pivot towards virtual reality (VR) and augmented reality (AR). It discusses the challenges faced by Leap Motion in integrating its technology into existing VR products and the industry's reception towards gestural interface technology. The narrative also touches upon Apple's interest in acquiring Leap Motion, potential outcomes, and the company's eventual acquisition by Ultra Haptics. It reflects on the technological advancements made by Leap Motion and its contributions to VR and AR.


💡 The Emergence of Mid-Journey: Seizing the Opportunity in AI-Generated Images

This paragraph highlights the pivotal moment when David Holes recognized the potential of diffusion models in AI-generated images. It discusses the significance of OpenAI's Dali model and its impact on the AI research landscape. The narrative explores the development of Mid-Journey's AI image generator, its iterations, and the role of user feedback in refining the product. It also acknowledges the controversy surrounding AI-generated art and Mid-Journey's role in facilitating artistic exploration.


🚀 Strategies for Success: Building Mid-Journey into the Best AI Image Generator

The final section outlines the strategies employed by Mid-Journey for its remarkable success. It discusses the utilization of Discord as a feedback loop for product improvement and virality, emphasizing the importance of community engagement. The narrative explores David Holes' bias for action, the focus on addressing immediate user needs, and the value of learning from past experiences. It reflects on Mid-Journey's unique approach to AI image generation and its potential impact on society.




Midjourney is presented as a leading AI company that specializes in generating AI images. It's described as having rapidly evolved into a significant business, innovating in the realm of AI image creation. In the script, Midjourney's impact is illustrated by the example of a vaporwave monkey image created in its Discord, demonstrating its ability to generate compelling and diverse visuals quickly.

💡David Holes

David Holes is the entrepreneurial force behind Midjourney. The script details his progression from a curious child to a tech innovator. His journey includes founding Leap Motion, which did not meet market expectations, leading to his focus on Midjourney. His approach to technology and entrepreneurship, rejecting venture capital and focusing on user-driven development, frames him as a key visionary in AI technology.

💡Diffusion models

Diffusion models are a type of generative model used to create images from textual descriptions. They represent a significant advancement in AI image generation, with the script noting their ability to 'increase the quality of AI images by an order of magnitude'. David Holes recognized their potential early, which influenced the foundational technology behind Midjourney.

💡Leap Motion

Leap Motion was an earlier venture by David Holes focused on motion tracking technology. It aimed to revolutionize user interactions with computers through hand gestures but struggled to find market fit. The script describes its journey from concept to product, its eventual acquisition, and its influence on Holes' subsequent venture, Midjourney.


Entrepreneurship in the script is embodied by David Holes’ relentless pursuit of impactful technology. It discusses the challenges and decisions he faced while navigating the tech landscape, from founding Leap Motion to developing Midjourney. His entrepreneurial spirit is highlighted as a driving force behind his success and innovation in AI.

💡Venture Capital

Venture capital is discussed in the context of funding technology startups. The script contrasts Holes' experiences with VC funding for Leap Motion with his decision to bootstrap Midjourney, highlighting a strategic pivot in his approach to building technology companies, focusing more on user experience and product effectiveness than on investor-driven growth.

💡User Interaction

User interaction is a central theme in the video, especially in relation to Leap Motion's technology and Midjourney's platform. It refers to how users engage with technology, a problem Leap Motion tried to address with gesture control. For Midjourney, improving user interaction meant optimizing AI image generation processes to be user-friendly and engaging.

💡Product Market Fit

Product market fit is discussed as a critical aspect of technology development, referring to the alignment between a product and the demands of the market. The script uses Leap Motion as an example of a product that lacked market readiness, whereas Midjourney is depicted as successfully achieving product market fit through its user-centric design and innovative image generation.

💡AI Misinformation

AI misinformation is a concern raised in the script, related to the ability of AI tools like Midjourney to generate realistic images that could be used deceptively. This part of the video discusses the ethical implications of AI technology, emphasizing the need for responsible usage and regulatory measures to prevent misuse.

💡Collaborative Development

Collaborative development in the script refers to Midjourney’s strategy of using its Discord community for feedback and improvement. It highlights how user input and collaboration are integral to refining AI models, ensuring the technology evolves in response to real-world use and community interaction.


David Holes grew Midjourney from nothing into a real business that likely makes tens of millions in profit in about a year.

Midjourney has become by far the best way to create AI-generated images, revolutionizing the field.

David's journey from a curious kid to a successful entrepreneur holds valuable lessons for the future of tech and entrepreneurship.

David's early fascination with computers and programming, including hacking computer games, set the stage for his future in tech.

His transition from running a design business in high school to pursuing degrees in physics and math reflects his multidisciplinary approach.

Leap Motion, founded by David, aimed to revolutionize human-computer interaction with its gesture-based input device.

Despite early promise and significant investments, Leap Motion faced challenges with user adoption and product-market fit.

David's decision to bootstrap Midjourney instead of seeking external funding reflects his strategic approach to resource allocation.

The utilization of Discord as a platform for user feedback and collaboration has been crucial to Midjourney's rapid growth and improvement.

Midjourney's focus on user interaction and iterative improvement aligns with David's philosophy of rapid iteration and user-centric design.

David's emphasis on solving current needs rather than speculative technology highlights his practical approach to entrepreneurship.

Midjourney's success demonstrates the value of collaborative, peer-driven development in creating cutting-edge AI products.

David's commitment to continuous learning and adaptation underscores his role as a visionary leader in the AI industry.

The ethical implications of AI, as discussed by David, highlight the need for responsible innovation and societal dialogue.

David's journey from academia to entrepreneurship showcases the transformative potential of AI and the importance of embracing technological advancement.