Filed Pursuant to Rule

File No.:

333-

296216

 

PROSPECTUS SUPPLEMENT

(to Prospectus dated May 26, 2026)

 

 

 

 

 

We have previously entered into an Open Market Sale Agreement , as amended by Amendment No. 1 dated as of May 11, 2026 (the “Sales Agreement”), with Jefferies LLC (the “Sales Agent”), relating to the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, under this prospectus supplement, we may offer and sell shares of our common stock having an aggregate offering price of up to $1,000,000,000 from time to time through the Sales Agent (the “Offering”).

 

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “DXYZ.” On May 2 , 2026, the last reported sale price of our common stock on the NYSE was $61.66 per share. As of March 31, 2026, our net asset value per share was $24.56. Since the listing of our shares on the NYSE, which occurred on March 26, 2024, to the present, there has been significant volatility in the trading price of our shares of common stock. During such period, we did not experience any material changes in our financial condition or results of operations that would explain such price volatility. Investors that purchase shares of our common stock in this offering may lose a significant portion of their investments if the price of our common stock subsequently declines.

 

Sales of the shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specific number or dollar amount of shares of common stock, but will act as our sales agent and use commercially reasonable efforts consistent with its normal trading and sales practices on terms mutually agreed between the Sales Agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

 

The Sales Agent will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share of common stock sold through it as sales agent pursuant to the Sales Agreement. In connection with the sale of shares of common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Shares of closed-end investment companies frequently trade at a discount to their net asset value. If our shares trade at a discount to our net asset value, it will likely increase the risk of loss for purchasers in this offering.

 

We have elected to be taxed as a regulated investment company (“RIC”) for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 2023.

 

Investing in our common stock involves a high degree of risk. Before making a decision to invest in our common stock, you should carefully consider the sections entitled “Risk Factors” beginning on page S- of this prospectus supplement and on page 2  of the accompanying prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful and complete. Any representation to the contrary is a criminal offense.

 

Jefferies

 

 

 

 

PROSPECTUS SUPPLEMENT

 

 

 

 

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein. We have not authorized anyone to give you any information other than in this prospectus supplement, the accompanying prospectus, any free writing prospectus, or any information that we have incorporated by reference herein or therein and we take no responsibility for any other information that others may give you. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus is accurate only as of the date on their respective front covers. Our business, financial condition, results of operations, and prospects may have changed since that date. We will update these documents to reflect material changes only as required by law. This prospectus supplement supersedes the accompanying prospectus to the extent it contains information different from or additional to the information in that prospectus.

 

This document is in two parts. The first part is this prospectus supplement, which describes the terms of the Offering and also adds to and updates information contained in the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information and disclosure. To the extent the information contained in this prospectus supplement differs from the information contained in the accompanying prospectus, the information in this prospectus supplement shall control. This prospectus supplement and the accompanying prospectus, together with any documents incorporated by reference herein and therein, include all material information relating to the Offering. Please carefully read this prospectus supplement and the accompanying prospectus, together with any documents incorporated by reference herein and therein and any exhibits.

 

This prospectus supplement includes summaries of certain provisions contained in some of the documents described in this prospectus supplement, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus supplement is a part, and you may obtain copies of those documents as described in the section titled “ ” in the accompanying prospectus.

 

 

SUPPLEMENT SUMMARY

 

Our Company

 

We are a Maryland corporation that is registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). We intend to invest in and gain exposure to what we believe to be 100 of the top venture-backed private technology companies. Our investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related investments. Under normal market conditions, we will invest at least 80% of our total assets in equity and equity-linked securities either directly or through special purpose vehicles (“SPVs”) of companies principally engaged in the technology sector. Equity-linked securities mean any debt or equity securities that are convertible, exercisable or exchangeable for equity securities of the issuer, or that provide us with economic exposure to the equity securities of such issuer. A significant portion of our investments may be held through SPVs which are private investment vehicles formed to invest in a particular portfolio company. Individual SPVs that we invest in may have different terms and structures, which may present unique risks and result in different fee levels. SPVs that we invest in are generally exempt from registration pursuant to Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. We will invest principally in the equity and equity-linked securities of what we believe to be rapidly growing venture-capital-backed emerging companies, located primarily in the United States. We may also invest on an opportunistic basis in select U.S. publicly traded equity securities or certain non-U.S. companies that otherwise meet our investment criteria. There is no assurance that we will achieve our investment objective.

 

DX Advisors LLC (the “Adviser”) serves as the Company’s investment adviser pursuant to an investment advisory agreement (the “Investment Advisory Agreement”). The Adviser is controlled by our President and Chief Executive Officer, Sohail Prasad, through an irrevocable trust. Under the Investment Advisory Agreement, we pay the Adviser a Management Fee, payable quarterly, in an amount equal to 2.50% of our average gross assets at the end of the two most recently completed calendar quarters.

 

As of March 31, 2026, our net asset value per share was $24.56. As of March 31, 2026, our investment portfolio consists of approximately $742.5 million (at fair value) in 36 different portfolio companies. As of March 31, 2026, approximately 68.6% of our investments are in private issuers engaged in the technology industry. Approximately 65.5% of our portfolio is comprised of common or preferred equity, approximately 1.7% is comprised of convertible notes, approximately 0.5 % is comprised of forward contracts that involve the future delivery of shares of a portfolio company upon such securities becoming freely transferable or upon the removal of restrictions on transfer, approximately 1.0% is comprised of profit participation units, and 31.4% is comprised of short-term investments in money market funds. Of the 65.5% of our portfolio that is comprised of common or preferred equity, approximately 82.1% was acquired through an SPV managed by an unaffiliated third party. Approximately 40.4% of our investment portfolio was acquired through secondary purchases and approximately 28.2% of our investment portfolio was acquired through direct purchases. In some cases, forward contacts included in our portfolio relate to the shares purchased directly from stockholders, including current or former employees, of privately-held companies that meet our investment criteria. We are a Maryland corporation that elected to be taxed as a RIC under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2023. We believe that we have qualified as a RIC and that our method of operations will enable us to continue to qualify as a RIC. However, no assurances can be given that our beliefs or expectations will be fulfilled, since qualification as a RIC depends on us continuing to comply with numerous regulatory requirements described under “ in the accompanying prospectus.

 

Corporate Information

 

We were formed on November 8, 2020, as a Maryland corporation and commenced operations on January 25, 2021.

 

Our principal executive offices are located at 1401 Lavaca Street, #144, Austin, TX 78701. Our telephone number is (415) 639-9966. Our website is https://destiny.xyz/tech100. The information contained on or that can be accessed through our website does not constitute part of this prospectus supplement or accompanying prospectus.

 

 

 

 

 

 

 

REGARDING

FORWARD-LOOKING STATEMENTS

 

Some of the statements in this prospectus supplement and the accompanying prospectus, if any constitute forward-looking statements, which relate to future events or our future performance or financial condition. These forward-looking statements are based on our current intent, belief, expectations and views of future events. You can identify these forward-looking statements often, but not always, by words or phrases such as “can,” “could,” “continuing,” “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “ongoing,” “plan,” “predict,” “potential,” “project,” “should,” “seeks,” “believe,” “likely to” and similar words, phrases or expressions.

 

These statements are only predictions and involve estimates, known and unknown risks, assumptions, uncertainties and other factors that could cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of the factors discussed in our most recent registration statement on Form N-2 filed with the SEC, as such risk factors may be amended, supplemented or superseded from time to time by our subsequent filings with the SEC, including in any prospectus supplement and free writing prospectus. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. While we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These forward-looking statements include, but are not limited to, statements about:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

 

 

 

 

 

 

You should read this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein, completely and with the understanding that our actual future results may be materially different from and worse than what we expect. Moreover, we operate in a rapidly evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all the risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements made in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein. We qualify all of our forward-looking statements by these cautionary statements.

 

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this prospectus supplement and accompanying prospectus, including the documents incorporated by reference herein, relate only to events or information as of the date on which the statements are made. Except as required by law, we undertake no obligation to update or revise any forward-looking statements contained or incorporated by reference herein, whether as a result of new information, future events or otherwise.

 

 

 

You should understand that, under Sections 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)B of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with any offering of securities pursuant to this prospectus supplement and the accompanying prospectus, if any.

 

 

Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in transactions that are deemed to be an “at the market offering,” as defined in Rule 415(a)(4) under the Securities Act, including, without limitation, sales made directly on the NYSE, on any other existing trading market for our common stock. There is no guarantee that there will be any sales of shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Actual sales, if any, of shares of our common stock under this prospectus supplement and the accompanying prospectus may be less than anticipated depending on the market price of our common stock at the time of any such sale. As a result, the actual net proceeds we receive, if any, may be more or less than the amount of net proceeds estimated in this prospectus supplement.

 

We intend to use the net proceeds from sales of shares pursuant to this prospectus supplement to make investments in private technology companies in accordance with our investment objective and strategies described in the accompanying prospectus, and for general corporate purposes. Pending such use, we will invest the net proceeds of this offering primarily in short-term securities consistent with our qualification as a RIC for U.S. federal income tax purposes

 

 

We have previously entered into the Sales Agreement with the Sales Agent, under which we may offer and sell shares of common stock from time to time through the Sales Agent acting as agent. In accordance with the terms of the Sales Agreement, pursuant to this prospectus supplement we may sell up to $1,000,000,000 of shares of common stock. Sales of our shares of common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act.

 

Each time we wish to issue and sell our shares of common stock under the Sales Agreement, we will notify the Sales Agent of the number of shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be made. Once we have so instructed the Sales Agent, unless the Sales Agent declines to accept the terms of such notice, the Sales Agent has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of the Sales Agent under the Sales Agreement to sell our shares of common stock are subject to a number of conditions that we must meet.

 

The settlement of sales of shares between us and the Sales Agent is generally anticipated to occur on the first trading day following the date on which the sale was made. Sales of our shares of common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and the Sales may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

 

We will pay the Sales Agent a commission of up to 3.0% of the aggregate gross proceeds we receive from each sale of our shares of common stock. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. In addition, we have agreed to reimburse the Sales Agent for the fees and disbursements of its counsel, payable upon execution of the Sales Agreement, in an amount not to exceed $150,000, in addition to certain ongoing disbursements of its legal counsel, unless we and the Sales Agent otherwise agree. We estimate that the total expenses for the offering, excluding any commissions or expense reimbursement payable to the Sales Agent under the terms of the Sales Agreement, will be approximately $731,600. The remaining sale proceeds, after deducting any other transaction fees, will equal our net proceeds from the sale of such shares.

 

 

The Sales Agent will provide written confirmation to us before the open on the NYSE on the day following each day on which our shares of common stock are sold under the Sales Agreement. Each confirmation will include the number of shares sold on that day, the aggregate gross proceeds of such sales and the proceeds to us.

 

In connection with the sale of our shares of common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have agreed to indemnify the Sales Agent against certain civil liabilities, including liabilities under the Securities Act. We have also agreed to contribute to payments the Sales Agent may be required to make in respect of such liabilities.

 

The offering of our shares of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the Sales Agreement and (ii) the termination of the Sales Agreement as permitted therein. We and the Sales Agent may each terminate the Sales Agreement at any time upon ten days’ prior notice.

 

This summary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Sales Agreement has been filed as exhibit (h) to the post-effective amendment to the Registration Statement on Form N-2 (File No. 333-278734) filed with the SEC on August 8, 2025, and a copy of Amendment No. 1 to such Sales Agreement has been filed as exhibit (h)(1) to the post-effective amendment to the Registration Statement on Form N-2 (File No. 333-278734) filed with the SEC on May 12, 2026, each of which is incorporated by reference in this prospectus supplement.

 

The Sales Agent and its affiliates may in the future provide various investment banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which services they may in the future receive customary fees. In the course of its business, the Sales Agent may actively trade our securities for its own account or for the accounts of customers, and, accordingly, the Sales Agent may at any time hold long or short positions in such securities.

 

A prospectus supplement and the accompanying prospectus in electronic format may be made available on a website maintained by the Sales Agent, and the Sales Agent may distribute the prospectus supplement and the accompanying prospectus electronically.

 

 

Certain legal matters have been passed upon for us by Dechert LLP. The validity of the shares of common stock offered hereby and certain other legal matters as to Maryland law have been passed upon for us by Miles & Stockbridge P.C. Jefferies LLC is being represented in connection with this offering by Cooley LLP, New York, New York.

 

 

KPMG LLP, independent registered public accounting firm, has audited our financial statements and financial highlights for the year ended December 31, 2025, included in our Annual Report on Form N-CSR for the year ended December 31, 2025, and Marcum LLP, our prior independent registered public accounting firm, has audited our financial statements and financial highlights for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, as set forth in each of their reports. Our financial statements are incorporated by reference in this prospectus supplement and accompanying prospectus in reliance on KPMG LLP’s and Marcum LLP’s reports, given on their authority as experts in accounting and auditing.

 

BY

REFERENCE

 

The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus supplement and accompanying prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus supplement and accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus supplement and accompanying prospectus to the extent a statement contained in this prospectus supplement or accompanying prospectus or in any other subsequently filed document that is or is deemed to be incorporated by reference in this prospectus supplement or accompanying prospectus modifies or supersedes that statement. We incorporate by reference in this prospectus supplement and accompanying prospectus the following documents and reports we filed with the SEC (other than, in each case, the portions that are deemed to have been furnished and not filed in accordance with SEC rules):

 

 

 

 

 

We also incorporate by reference the information contained in all other documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than the portions that are deemed to have been furnished and not filed in accordance with SEC rules, unless otherwise indicated therein), on or after the date of the registration statement of which this prospectus supplement and accompanying prospectus forms a part and prior to the completion of the offering of all securities under this prospectus supplement and accompanying prospectus. The information contained in any such document will be considered part of this prospectus supplement and accompanying prospectus from the date the document is filed with the SEC. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement and accompanying prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or accompanying prospectus. We will provide to each person, including any beneficial owner, to whom a prospectus (or a notice of registration in lieu thereof) is delivered, a copy of any or all of the documents incorporated by reference in this prospectus supplement and accompanying prospectus (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference in the document requested) at no cost. Any such request can be made by writing or telephoning us at the following address and telephone number:

 

Destiny Tech100 Inc.

1401 Lavaca Street, #144

Austin, TX 78701

Telephone: (415) 639-9966