DISCLOSURES – THIS IS A PAID ADVERTISEMENT
This is a paid advertisement for StartEngine's Regulation A+ Offering and is not a recommendation or offer to buy or sell securities. The advertiser, Strikepoint, acting on behalf of StartEngine Crowdfunding, Inc., has paid Darwin Investor Network $6,000 to distribute this advertisement across email and media channels. Neither the advertiser nor Darwin Investor Network owns, or has any agreement to receive, shares or other securities of StartEngine Crowdfunding in connection with this promotion. This compensation creates a conflict of interest, as Darwin is incentivized to promote this offering.
Darwin Investor Network is not registered or licensed as a financial advisor, broker-dealer, or investment professional. We do not provide financial, investment, or trading advice. The information contained herein is based on publicly available sources but has not been independently verified. Investors should not rely on this information without conducting their own independent due diligence.
Investing in small-cap, microcap, or early-stage companies involves significant risk, including the possible loss of your entire investment. These securities may be illiquid and subject to significant price volatility. Past performance is not indicative of future results.
The promoted company, its affiliates, or third-party shareholders may sell shares during or after this promotion, which could negatively affect the price of securities. Companies featured in investor awareness campaigns may experience substantial fluctuations in price and volume.
Offering Disclosures (Provided by StartEngine):
This Reg A+ offering is made available through StartEngine Crowdfunding, Inc. No broker-dealer or intermediary involved in offering. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. For more information, please see the most recent Offering Circular and Risks related to this offering, as well as the Supplement to the Offering Circular announcing the "Termination Date." In addition, as described in the Offering Circular, the Company retains the right to continue the offering beyond the Termination Date, in its sole discretion.
1. Sources: Reuters Staff, "Charles Schwab to Buy Private Shares Platform Forge Global in $660 Million Deal," CNBC, November 6, 2025; Leo Almazora, "Morgan Stanley to Acquire EquityZen, Expanding Access to Private Shares," InvestmentNews, October 29, 2025; Liz Napolitano, "BlackRock-Linked Tokenization Firm Securitize to Go Public via SPAC Deal," CNBC, October 28, 2025
Note: This information is provided for industry context only and does not imply that StartEngine will achieve similar results, enter into comparable transactions, or secure an acquisition or partnership. Investing in early-stage companies carries risks, with no guarantee of liquidity or future returns.
2. Count determined as number of unique email addresses in StartEngine's database as of 04-03-2025. One individual may have more than one email address. In May 2023, StartEngine acquired assets of SeedInvest, including email lists for SeedInvest's users, investors and founders. Click here for more details. Amount invested includes $470M in funds raised previously through offerings conducted on www.seedinvest.com outside of the StartEngine platform.
3. The underlying companies held by StartEngine Private Funds LLC, and StartEngine Private LLC (together, "StartEngine Private") are not participating or involved in the offering. The availability of company information does not indicate that the company has endorsed, supports or otherwise participates with StartEngine Private or any of its affiliates. StartEngine Crowdfunding LLC purchases shares from current and former employees, early investors, and advisors of the companies and sells the shares to StartEngine Private for each offering. When you make an investment in a company on StartEngine Private, you are purchasing an interest in a series of StartEngine Private Funds LLC or StartEngine Private LLC, each a Delaware limited liability company (together the "Series LLCs"), which were created to hold shares of privately held companies. An investor will not directly own or hold shares of the private company but instead will own member interests in a series of the Series LLCs, which either directly or indirectly, will hold shares in the company. There may not be a one-to-one economic parity on the value of the Series LLCs interests and the underlying shares.
4. Based on our Q3 2025 Form 10-Q/A. This revenue growth has been driven by StartEngine Private, a new product line that offers funds in late stage companies. This product line has driven over $75.9 million of the $92.7 million in revenue from the first 9 months of 2025. To understand the impact on margins, see financials. Past performance may not be indicative of future performance.
We define Adjusted EBITDA as net income (loss) calculated in accordance with GAAP adjusted to exclude interest expense, interest income, income taxes, depreciation, and amortization, and stock-based compensation. We present Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions. We believe Adjusted EBITDA provides useful information to investors regarding our operational performance and our ability to generate cash flows. Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP financial measures presented by other companies.
Please see the table on page 36 of our Q3 2025 Form 10-Q/A. This reconciles net income (loss), the most directly comparable U.S. GAAP measure, to Adjusted EBITDA for the periods presented.
5. Bonus shares in this offering are stackable. The maximum amount of bonus shares that an investor can receive is 20%. Any investor who falls into two of the three categories above will receive 20% bonus shares, as will anyone who falls into all three categories.
For example, if an investor reserved shares in StartEngine and is a Venture Club member, they will receive 20% additional shares. If that person also invests over $30,000, they will still receive the maximum of 20% bonus shares. Bonus shares may not immediately appear on your investor dashboard, but will be issued prior to the offering closing.
In order to receive perks from an investment, one must submit a single investment that meets the minimum perk requirement.
If you are investing via a self-directed IRA, you cannot receive additional perks beyond bonus shares due to tax laws.
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