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CORRESP
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July 5, 2024

Jenifer Gallagher and John Cannarella

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

Washington, D.C. 20549

Re: StartEngine Crowdfunding, Inc.

Form 10-K for the Fiscal Year ended December 31, 2023

Filed April 15, 2024

File No. 000-56415

Dear Ms. Gallagher and Mr. Cannarella,

This letter responds to the comment letter from the Staff of the Securities
and Exchange Commission (the “Staff”), dated May 17, 2024, regarding the Form 10-K for the Fiscal Year ended December 31,
2023 (“2023 Form 10-K”) of StartEngine Crowdfunding, Inc. (the “Company”). The Company’s response to the
comment letter follows.

Form 10-K for the Fiscal Year ended December 31, 2023

General

1.        On May 3,
2024, the Commission entered into an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA
PC and its sole audit partner Benjamin F. Borgers CPA (individually and together BF Borgers). Please refer to the order and related staff
statement at the following website locations.

  •
  https://www.sec.gov/files/litigation/admin/2024/33-11283.pdf

  •
  https://www.sec.gov/corpfin/announcement/staffstatement-borgers-05032024

As BF Borgers has been denied the privilege of appearing
or practicing before the Commission, issuers that had engaged BF Borgers to audit or review financial information to be included in any
Exchange Act filings to be made on or after the date of the Order will need to engage a new qualified, independent, PCAOB-registered public
accountant.

Consistent with the SEC’s Statement on Issuer Disclosure
and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, dated May 3, 2023, the Company is in the process of
re-auditing those statements. The Company anticipates that the audit will be complete around July 31, 2024. We will provide you with an
update on the status of the audit should our estimated time frame change.

Financial Statements and Supplementary Data

Note 2 – Summary of Significant Accounting Policies

Cost of Revenues, page 18

2.        As it appears
that your cost of revenue measure does not include any depreciation or amortization expense, unless you are able to show how the measure
is complete, please revise to either include the allocable amount within the measure or to adhere to the labeling guidance in SAB Topic
11.B.

If you elect to separately report depreciation and
amortization that is attributable to cost of revenue, in addition to labeling the cost of revenue line item to indicate that it
excludes depreciation and amortization, you should position the attributable amount in advance of, to be reflected within, the gross
profit line item.

Also revise your cost of revenue accounting policy disclosure
on page F-18 to clarify how you report the attributable portion of depreciation and amortization expense.

The Company has informed us that its cost of revenue does
not include any depreciation or amortization expense as none of the cost of revenue items are depreciable or able to be amortized. The
Company will revise its cost of revenue policy disclosure on page F-18 to clarify that none of the depreciation or amortization expense
is attributable to cost of revenue.

Investments – Real Estate, page F-16

3.        We note your
disclosure explaining that you depreciate all capitalized property costs related to your investments in real estate using the straight-line
method, although we do not see where or how you have reported depreciation expense for this long-lived asset.

Please advise or revise your financial statements as necessary
to comply with the accounting and disclosure requirements in FASB ASC 360-10-35 and 50-1.

Given your disclosure indicating you plan to sell the residential
apartment building that you have recorded as Investments - Real Estate in 2024, also tell us how you considered the criteria in FASB ASC
360-10-45-9 in determining that you would not report this long- lived asset as held for sale as of December 31, 2023.

The Company notes that the asset is currently held
in a separate LLC to which the Company owns membership interest with equity in the LLC totaling the amount held on the balance
sheet. The Company has not depreciated the property as it is classified as an investment property, and it chose the fair value model
instead of the cost model. In the fair value model, investment properties are measured at fair value, and gains or losses from
changes in fair value are recognized in profit or loss, meaning no depreciation is recorded. The property has neither increased, or
decreased in value during the time it was purchased through the end of December 31, 2023. The Company intends to update its
disclosure for this in future filings. As of December 31, 2023, the underlying residential apartment building was not on the market
and therefore not determined to be held for sale.

    2

Revenue Recognition, page F-17

4.        We understand
from your disclosure on page 29 that you began generating StartEngine Private revenue during the fourth quarter of 2023.

Please expand your disclosures to
provide further details regarding the nature of this source of revenue and the specific accounting guidance that you follow to recognize
revenue from StartEngine Private product offerings.

Please also disclose your accounting policy for the StartEngine
Private assets, which appear to be presented on the Investments - Private account line item on page F-4, in the amount of $4,357,083 as
of December 31, 2023.

The Company intends to add disclosure regarding StartEngine
Private. Specifically, the Company will expand on the disclosures on the updated financial statements to further detail the nature of
this source of revenue, and the specific accounting guidance it followed to recognize revenue from StartEngine Private product offerings.

StartEngine Private provides accredited investors the
opportunity to purchase membership interests in funds (“SE Funds”) which own shares of venture capital backed, late-stage
private companies (the “underlying securities”) via its StartEngine Private product offering. The SE Funds are managed by
StartEngine Private Manager LLC and advised by StartEngine Adviser LLC, both wholly owned subsidiaries of the Company. The SE Funds sell
their membership interests in offerings that are exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and specifically
Regulation D promulgated thereunder. The underlying securities are purchased by the Company, which takes all of the principal risk in
the transaction. Contemporaneously, with a closing for membership interests in the SE Funds, the Fund enters into a binding agreement
with the Company for the purchase the underlying securities related to such fund proportional to the number of membership interests issued
at that closing. Revenue is recognized upon payment under the binding agreement. The underlying securities are held at cost which was
the market value at the time of purchase. As these securities have a limited trading market, the Company intends to value them on an
annual basis if they have been purchased over 12 months prior. The Company is following the guidance of ASC 606 for both the timing of
recognition as well as the determination of gross versus net reporting. Specifically, the Company notes the following:

  · revenue is recognized when (or as) the entity satisfies a performance obligation by transferring a promised good or service to
a customer;

  · a good or service is transferred when (or as) the customer obtains control of that good or service;

  · for principal transactions in private securities, if the entity controls the security before it is transferred to the
customer, revenue is typically recognized at the gross amount.

    3

Note 5 – Intangible Assets, page F-20

5.        We note your
disclosure under this heading and on page 4 explaining that on May 5, 2023 you acquired "substantially all of the assets of the SeedInvest
business" as conducted by Circle Internet Financial Limited through its subsidiary Pluto Holdings, LLC, and that the assets included
the entity "SeedInvest Technology, LLC and substantially all the assets related to owning and operating the crowdfunding platform
at www.seedinvest.com."

Please provide us with the analysis that you performed in
determining whether you would account for the transaction as an acquisition of assets or as an acquisition of a business pursuant to the
guidance in FASB ASC 805-10-55-3A to 55-9.

The Company conducted an assessment as to whether the
acquisition of the assets of the SeedInvest business constituted a purchase of assets or the acquisition of a business pursuant to ASC
805. ASC 805-10-55-5A provides a practical screen test for determining whether an acquisition is a purchase of assets or an acquisition
of a business: “If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset
or group of similar identifiable assets, the asset is not considered a business. Gross assets acquired should exclude cash and cash equivalents,
deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities. However, the gross assets acquired should include
any consideration transferred (plus the fair value of any noncontrolling interest and previously held interest, if any) in excess of the
fair value of net identifiable assets acquired.”

While ASC 805 does not define what constitutes “substantially
all,” this term is typically interpreted in other areas of U.S. GAAP to mean at least 90%. In the acquisition of the SeedInvest
business the gross assets acquired consist of a customer lists and intellectual property, along with a contracts with vendors. The Company
notes that it did not receive any digital assets and will clarify that in future filings. The Company determined that the customer list
constitutes a single identifiable asset in accordance with requirements ASC 805-10-55-5B and ASC 805-10-55-5C. The Company subsequently
determined that the fair value of the customer list comprised over 90%, or “substantially all,” of the combined fair value
of the gross assets acquired. Therefore, the Company concluded that the acquisition of the assets of the SeedInvest business did not
constitute an acquisition of a business pursuant to ASC 805.

    4

At the acquisition date, the assets of the SeedInvest
business that were subject to Asset Purchase Agreement consisted of:

·
Customer list (including certain customer information);

·
Intellectual property (including the webpage, domain, and the technology underpinning the webpage and domain as well accessing
their customer information); and

·
Certain assumed contracts.

At that time, the Company determined the fair value of
those assets, and that approximately 100% of the gross assets acquired was concentrated in the customer list. As the value of the intellectual
property and various immaterial contracts with vendors was insignificant, there was no fair value assigned to those assets. The Company
notes that all the contracts have been canceled, and the only use for the SeedInvest web page and domain is a redirect to the Company’s
site. Upon such redirect any user would need to set up a new account with the Company. Further, the Company notes that though Section
2.1 of the Asset Purchase Agreement contained some boilerplate language intended to cover any related assets, there were no such assets
related to the SeedInvest business for many of the categories listed; for instance there were no assets that would fall under 2.1(b),
specifically no “fixed assets, vehicles, equipment, machinery, tools, furnishings, computer hardware and fixtures.” As such,
the set of assets acquired does not meet the definition of a business pursuant to the “screen test” guidance in ASC 805-10-55-5A
through 5C.

6.        We note that
you allocated the entire purchase price of $24 million to intangible assets in accounting for the May 5, 2023 acquisition, and have described
the assets as intellectual property, a customer list, and digital assets, although Section 2.1 of the Asset Purchase Agreement that you
filed as Exhibit 99.2 to a Form 8-K/A on May 9, 2023 appears to identify additional assets included in the transaction.

Please revise as necessary to clarify whether there were
assets other than the three types of assets mentioned in your disclosures and to provide the information required by FASB ASC 350-30-50-1
and 50-2 with respect to each major intangible asset class.

Please also provide us with Exhibit 3.4 as referenced in
Section 3.4 of the Asset Purchase Agreement that includes your purchase price allocation, and explain to us how that allocation correlates
with the various assets acquired if not readily apparent.

As described in Note 5 above, the Company notes that
even though the terms of the agreement implied a broader set of assets (including references to assets that did not exist), the actual
assets purchased and received were limited to the categories described above.

We have included Exhibit 3.4 as Attachment 1. The Company
notes that its tax basis was equal to the total consideration for such assets.

    5

Thank you for the opportunity to respond to your questions
regarding the 2023 Form 10-K of StartEngine Crowdfunding, Inc. If you have additional questions or comments, please contact me at
jamie@crowdchecklaw.com.

Sincerely,

  /s/ Jamie Ostrow

Jamie Ostrow

Partner

CrowdCheck Law LLP

Cc: Howard Marks, Chief Executive Officer

    6

Exhibit 3.4

Allocation of Purchase Price

The following is a preliminary allocation of the
purchase consideration. The Parties will work in good faith to finalize the allocation prior to the Closing Date:

The Parties agree that the consideration for the
Assets shall be allocated (for all Assets other than goodwill) based on the tax basis of such Assets as of the Closing Date.

The difference between the total consideration
for the Assets and the tax basis for the Assets (other than goodwill) shall be allocated to goodwill.

The Sellers agree to provide to Purchaser a schedule
reflecting the tax basis in the Assets as of the Closing Date within ninety (90) days of the Closing Date