StartEngine Opens Pre-IPO Tech Investing to Retail Through an App-Sold Tender Offer Fund

The fund would carry no sales load and no underwriter, but shareholders would wait until 2028 for a first chance at liquidity, capped at 5 percent of net assets.

August 14, 2026

StartEngine has registered a closed-end fund that would sell private, venture-backed technology positions to retail investors at a $1,000 minimum, with no sales load, no underwriter and no broker-dealer anywhere in the distribution chain.

StartEngine Tech Growth Fund, a Delaware statutory trust organized June 16, 2026, registered on August 13 as a non-diversified closed-end management investment company operating as a tender offer fund. It would offer an unlimited number of shares continuously at net asset value, opening at $20 per share before pricing moves to daily NAV. The registration carries a delaying amendment, so no shares can be sold until the SEC declares it effective.

The objective is long-term capital appreciation through an actively managed portfolio giving exposure to private, venture-backed companies, weighted toward mid- to late-stage private growth companies. Under normal circumstances at least 80 percent of net assets plus borrowings would sit in technology and technology-related companies — a category defined expansively enough to reach biotechnology, health care equipment, fintech, proptech, gaming, payments, aerospace and defense, semiconductors, agriculture and nanotechnology, among others. Up to 20 percent may go to companies outside that definition.

At the core of the strategy is what the fund describes as a private-public valuation arbitrage: buying equity in privately held mid- to late-stage companies ahead of an IPO or sale and holding until a liquidity event, then deciding case by case whether to sell. The fund would participate in both primary and secondary offerings and may keep positions after a portfolio company goes public. Borrowings are capped at one-third of total assets.

Structural terms

Several terms stand out for advisors sizing the vehicle:

• There is no limit on the share of net assets that may be held in illiquid securities, including restricted securities saleable only to qualified institutional buyers.
• Post-IPO lock-ups of roughly 180 days are anticipated, and equity positions are expected to carry drag-along rights that could force the fund into a sale below its cost basis.
• During temporary defensive periods the fund may hold up to 100 percent of net assets in cash, cash equivalents and Treasuries.

Liquidity is thin by design. Shareholders have no redemption right. The fund intends, without obligation, to run semiannual tender offers at the board’s discretion, with the first expected in 2028 and none expected to exceed 5 percent of net assets. Tenders above the offer amount would be prorated. There is no repurchase fee today, though the fund reserves the right to charge up to 2 percent.

The fund also flags a possible exit ramp. The adviser expects to ask the board to approve a New York Stock Exchange listing, converting the vehicle into a listed closed-end fund, once net assets reach $200 million. Nothing obligates it to do so — and the fee table’s own working assumption is $50 million in average net assets for the first fiscal year.

The cost stack

Management fees run 2.5 percent of average daily net assets, payable monthly in arrears. Estimated total annual expenses reach 4.81 percent, including 2.28 percent of other expenses and 0.03 percent of acquired fund fees. An expense limitation agreement waives 1.81 percent to bring operating expenses to 3.00 percent of average daily net assets, in effect at least through 2027. On a $1,000 investment assuming a 5 percent annual return, the fund estimates costs of $31 in the first year and $476 over ten years.

That is the expensive end of the registered private-markets shelf, and the waiver is a deferral rather than a permanent reduction: the adviser may recoup waived fees for three years, though recoupment cannot push operating expenses above the applicable cap.

Distribution without intermediaries

The distribution plan is the most unusual element. The fund has not retained and does not intend to retain an underwriter, dealer manager or broker-dealer. It would market shares directly to investors through social media posts and other channels, routing them to a web application owned and operated by an affiliate of the adviser, where accounts are opened, bank accounts linked and purchases funded by electronic transfer. Orders received in good order before 2:00 p.m. Eastern price at that day’s NAV.

That model routes around the broker-dealer and RIA gatekeeping that ordinarily governs access to non-traded alternatives, and the suitability review that travels with it. Minimums are $1,000 initially and $50 thereafter. The fund currently offers a single share class, with exemptive relief for additional classes only a possibility.

Adviser, valuation and governance

StartEngine Advisors LLC serves as adviser, a wholly owned subsidiary of StartEngine Crowdfunding Inc., which the fund identifies as controlled by Howard Marks. The adviser’s formation date and assets under management are left blank. Its offices are in Melville, New York, while the fund’s principal office is in Burbank, California.

Marks sits on the two-member investment committee alongside Hunter Strassman, identified as chief financial officer of StartEngine, Inc. The two serve as the fund’s portfolio managers and have done so since inception. The board comprises four trustees, three of them independent.

Valuation authority rests with the adviser. Because most holdings are expected to have no readily available market quotations, they would be fair valued in good faith, with the market approach anchored primarily to the valuation set by the lead investor in a portfolio company’s most recent funding round and adjusted for triggers such as a technology failure, the loss of a key customer or faster-than-expected revenue growth. Daily NAV struck on a book of privately held positions marked to funding rounds is the mechanism by which both purchases and tender offers would be priced — and the adviser stands on both sides of that calculation.

The fund seeded with 5,000 shares sold to the adviser for $100,000 on July 28, 2026, and organizational and offering costs were estimated at roughly $25,000. Trailmark Fund Solutions serves as administrator. The custodian is unnamed, and the fund reserves the right to self-custody its assets in future. Distributions are expected quarterly, and the fund notes they may be funded from offering proceeds or borrowings and may constitute a return of capital. No financial highlights are included, and the fund has no operating history.

For a platform whose parent operates in equity crowdfunding, the registered fund wrapper is a materially different regime: daily pricing, an independent-majority board, statutory leverage limits and periodic reporting. What it does not change is the underlying asset, which remains illiquid, sparsely disclosed and valued by the manager collecting the fee.