Freestyle's CEO Runs His Cloud From a House — Ben Swerdlow on Agent VMs

**Ben Swerdlow** (0:00)
I think AI agents were about to reach this point of background agents for everything. We're starting to see it. People just having hundreds of just agents working on tasks for hours and days at a time. And when you start spending billions of tokens per task, hours per task, these things don't fit in like a eight gigabyte container. They need higher IO, they need more RAM, they need more storage, more CPUs, and more than that, they need better virtualization.

**Abhi Aiyer** (0:28)
Hey, Ben, welcome to the show. First time caller, long time listener.

**Ben Swerdlow** (0:32)
Hi, all. I'm Ben. I am the CEO and a co-founder of Freestyle.sh. We make VMs for AI agents.

**Abhi Aiyer** (0:39)
It's a big topic these days, right? Or are you in the sandboxing territory? Would you say you're in the sandbox?

**Ben Swerdlow** (0:44)
So I hate the word sandbox. I think it's a word invented to cover up bad VMs.

**Abhi Aiyer** (0:51)
Okay.

**Ben Swerdlow** (0:51)
But I think the sandbox wars are just starting.

**Abhi Aiyer** (0:53)
Yeah, they're just starting. Are we always doing sandboxes?

**Ben Swerdlow** (0:56)
No.

**Abhi Aiyer** (0:57)
Or VMs?

**Ben Swerdlow** (0:58)
We started about 18 months ago. We built this really interesting substrate of compute that was serverless JavaScript execution. I love it very dearly. It was able to like 10 millisecond cold start, average like P99 responses around like 150 milliseconds and nobody wanted it. Everybody kept saying it's incompatible with this, incompatible with that. And it became somewhat clear to my deep annoyance that what people needed was something more powerful.
So instead of undershooting, we tried to overshoot with VMs.

**Abhi Aiyer** (1:27)
Was that JavaScript execution thing what you went into YC for?

**Ben Swerdlow** (1:30)
Actually, no, again.

**Abhi Aiyer** (1:31)
Okay. Take me from the beginning.

**Ben Swerdlow** (1:34)
All right. So my co-founder and me were contractors at Apple before we did YC. And at Apple, we'd been fiddling in our free time with this database engine that was going to be a Supabase convex competitor. We really loved this thing. We went into YC with it. We did our entire YC batch on it, came out of YC with it. And then we got an early 3 demo, and it hit us kind of in the face that like, okay, the database, the framework wars are dead. That people are going to be writing code with agents now, and that what we had built was fundamentally a tool for humans, and that that no longer made sense. So we killed that in November 2024, and went in on trying to do deployments for AI agents, then executions for AI agents.
And these days, we have tried to go as maximalist as we can on them, so VMs and code storage for AI agents.

**Abhi Aiyer** (2:24)
You know, I first met you at a hackathon, I think it was a mutual investor of ours, Transpose. And I think at that time, you were doing, let's say the JavaScript execution piece, and you know, Mastra was there, we're trying to get each of these swim lanes to use our product, and then do all that type of stuff. You had like the most showing of that hackathon back then. So you've been in SF for a bit.

**Ben Swerdlow** (2:46)
Yeah.

**Abhi Aiyer** (2:47)
I've seen you on the streets.
Ben and I have been to Mimosa Brunch together. I'll just put that out there, okay? All you can drink, for sure. How do you like the city?

**Ben Swerdlow** (2:55)
I love it. I moved here dropping out of college, and this is like the first place that I found like my people. I love everywhere else, but here has been where I have like a proper friend group of people who I think are as neurotic as I am, like you.

**Abhi Aiyer** (3:10)
Yeah, exactly. You know, when we went to that brunch, you told me that you were running server racks in your garage. Can we tell the story to the audience about this?

**Ben Swerdlow** (3:17)
So I think it makes sense to make this sound a little less stupid in how we got here. When we were doing JavaScript execution, we were recompiling V8 on every single one of our builds, along with a ginormous Rust binary, and we got our build times up to 45 minutes. We talked to the amazing companies in this space, that's Blacksmith, and that's, what's the other one? There are good build companies, and they basically could not give us a big enough cash to make this work. So, we had to stand up our own CI server, basically purely so we could get a big enough disk to store our Rust cash. And that was surprisingly easy. We didn't really plan for that to go well. That was kind of a stopgap until we could have someone else do it.