Reasons to Invest

• 5X Revenue Growth¹ – That’s put us on Inc. Magazine’s list of the 5,000 fastest-growing private companies in the U.S. for the last two years (2021 and 2022).² 
• Enormous Market Opportunity – Investments in regulation crowdfunding have more than doubled since 2021*, yet still only constitute a fraction of the $10T private markets; we believe this represents an enormous opportunity^{3 4} 
• 1,000 Funding Rounds, Community of 1.8M⁵ – The economic impact of Regulation Crowdfunding alone is estimated to exceed $5 billion;⁹ StartEngine is among the first and largest platforms making that happen 
• New Assets Under Management – This year, StartEngine acquired the assets of one of its top competitors, SeedInvest, including an community that’s raised over $470 million – combined with our own community, we have access to a prospective investor network that’s collectively committed $1.1 billion⁶

The Problem, The Solution

We’re also the only equity crowdfunding platform to raise over $75 million of its own capital exclusively through the crowd.¹⁰  So far, 40,000 investors, including a star of ABC’s hit series Shark Tank, have joined our mission to democratize access to capital and open up startup investing for all.⁸

“To be honest with you, I had wanted to compete with Howard out of the gate…but after seeing what he had built with [the StartEngine] team, it made a lot of sense to join him” – Kevin O’Leary 

In 2022 alone, we...

• Made back-to-back appearances on Inc. Magazines list of the 5,000 fastest-growing private companies in the country (2021-2022)² 
• Acquired assets from one of our top competitors SeedInvest⁶ 
• Launched one of the first ever Marketplaces for startup shares* 
  
  * StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and SIPC. StartEngine Bulletin Board ("SE BB") is a bulletin board platform that advertises interest in shares of private companies that previously executed Reg CF or Reg A offerings. SE BB enables shareholders to communicate interest in potential sales of shares in private companies and investors to discover, review, and potentially invest in private companies. As a bulletin board platform, SE BB provides a venue for investors to access information about private company offerings and connect with potential sellers. See additional details below.⁷ 

How StartEngine Makes Money

• Capital Raise Fees: we charge companies a percentage of the funding they secure on our platform 
• Equity: we take equity in StartEngine alumni at the same terms as you, the investors 
• Service fees: we also charge fees to companies for a range of services throughout the life of their funding round 
• Trading fees: we charge a selling fee to investors using our trading platform, StartEngine Secondary 
• Owner’s Bonus: we collect annual subscription fees from investors who opt into our premium membership service, Owner’s Bonus

First-Mover Advantage for Providing Potential Liquidity

One of the biggest challenges facing startup investing: liquidity. Typically, investors have to wait for an IPO or an acquisition to see a return on their investment. We aim to change that. Our pilot program of StartEngine Secondary has already helped over 1,200 investors to trade more than $1.4M worth of shares in startups and collectible assets. Now we’re gearing up to become the go-to platform for trading early-stage companies following their funding rounds. 

*Even if a company has quoted its securities on StartEngine Secondary, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. You should assume that you may not be able to liquidate your investment for some time, if at all, or be able to pledge these shares as collateral.

1. Based on StartEngine’s unaudited financials: $1.88M for first half of 2019 compared to $9.9M for first half 2023, since these are semi-annual numbers and have not been audited, they may not include year-end adjustments necessary to make those financial statements comparable to audited results 
2. As measured by revenue growth over a three-year period. Source: https://events.inc.com/inc5000-welcome-2023/homepage
3. Source: https://www.nzherald.co.nz/business/how-private-markets-became-an-escape-from-reality/2O4J4BRDTNCW7A5XB3K3IFXB3U/
4. Source: https://www.crowdfundinsider.com/2023/08/212085-reg-cf-crowdfunding-total-tops-2-billion-in-total-raised/
 5. Count determined as number of unique email addresses in StartEngine’s database as of 10-6-2023. 
6. Includes $760M in funds raised as of May 9, 2023 via Reg. CF and Reg. A+ combined through StartEngine’s funding portal and broker dealer, StartEngine Capital, LLC and StartEngine Primary, LLC respectively, as well as StartEngine’s own raises. Also includes $470M in funds raised previously through offerings conducted on www.seedinvest.com outside of the StartEngine platform. In May 2023, StartEngine acquired assets of SeedInvest, including email lists for SeedInvest’s users, investors and founders seeking to raise funds. 
7. StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and SIPC. StartEngine Bulletin Board ("SE BB") is a bulletin board platform that advertises interest in shares of private companies that previously executed Reg CF or Reg A offerings. SE BB enables shareholders to communicate interest in potential sales of shares in private companies and investors to discover, review, and potentially invest in private companies. As a bulletin board platform, SE BB provides a venue for investors to access information about private company offerings and connect with potential sellers. While a security may be displayed on the bulletin board, these securities will be subject to certain restrictions which may prevent the ability to buy and sell these securities in a timely manner, if at all. Even if a security is qualified to be displayed on the bulletin board, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. You should assume that you may not be able to liquidate your investment for some time or be able to pledge these shares as collateral. SE BB is distinct and separate from StartEngine Secondary (“SE Secondary”), which is an SEC-registered Alternative Trading System (ATS) operated by SE Primary. SE Secondary facilitates the trading of securities by matching orders between buyers and sellers and facilitating executions of trades on the platform. 
8. Kevin O’Leary is a paid spokesperson for StartEngine. See his 17(b) disclosure here. 
9. Source:  10. Includes funds raised over multiple offerings and at different terms.