SecProbe.io

May 21, 2024  Sohail Prasad Chief Executive Officer and President Destiny Tech100 Inc. 1401 Lavaca Street, #144 Austin, TX 78701
Re: Destiny Tech100 Inc. (the “Company”)  File Nos. 811-23802; 333-278734
 Dear Mr. Prasad:
On April 16, 2024, you filed on Form N-2, a registration statement under the
Securities Act of 1933 (“1933 Act”) to register a $1 billion aggregate offering of shares of common stock in a “shelf” offering.  We have reviewed the registration statement and have the following comments.  All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.  General

1. In a Bloomberg TV interview last month you noted the Company was created to provide
investors “as close to beta exposure to the private markets as possible”.  However,
disclosures on your website generally state your intention:
…to invest in a portfolio of 100 of the top venture-backed private technology
companies, providing…investors access to these private market leaders … companies
must have been vetted by top U.S. institutional investors and meet key health metrics … [and] generally have reached a level of maturity and stability expected of a late-stage venture backed company [emphasis added].

Existing prospectus disclosure similarly suggests an intention to actively select companies that meet narrower selection criteria.  Please reconcile the apparent inconsistency and revise investor facing communications as necessary.
2. Disclosure on the website indicates that for many pre-IPO stage companies, “there may
be the potential to yield a 10-50% return.”  Please provide us the basis for this statement and otherwise explain why such statement is appropriate and not misleading.

Sohail Prasad
Page 2   Cover

3. As the securities being registered will be offered “on a delayed or continuous basis”,
please check the second box on the Cover indicating registration in reliance on Rule 415 under the Securities Act.  If this box is not checked, please explain to us why not.  In addition, please include the Undertakings required by Item 34.3 of Form N-2.  In connection with the Plan of Distribution-related Undertaking, please tell us whether you anticipate offering, selling, or otherwise promoting the sale of securities of the Company generally other than through registered broker-dealers or persons employed by the Company.  If so, please tell us your intentions and the types of disclosures that will be provided to investors in connection with such activity.
4. In the third paragraph on page i, the disclosure indicates the Company may sell common
stock at a price below NAV “in connection with a rights offering to our existing stockholders.”  Does the Company anticipate such an offering?  Please confirm to us.
5. On page i, in the first line of the fourth paragraph, the disclosure states “Our common
stock may be offered…through agents designated from time to time by us, or to or through underwriters or dealers.”  Please explain to us who these “agents” are, what they do and how they are compensated.  Please also explain to us the distinction between the agents and underwriters/dealers referenced in the disclosure.  In addition, please let us
know if the agents and/or underwriters have or will be provided information, access,
scripts, or marketing materials by the Company and whether and to what extent the Company or the Adviser monitors their activities.
6. On page i, in the fifth (bolded) paragraph, the disclosure provides the Company’s last
reported share price as of April 12, 2024.  Please update this paragraph, and disclosure in general throughout the prospectus, to reflect events that have occurred since the registration statement was filed.
7. On page ii, please disclose within the bolded bullets, that, in addition to the Company’s
shares having traded at a premium to net asset value, the Company’s shares have also exhibited high price volatility.  About the Prospectus (page 4)
 8. The disclosure in the third sentence of this paragraph states

We may sell our common stock through underwriters or dealers, “at-the-market” to or through a market maker, into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale.
 Regarding this disclosure, please address the following comments:
a. Please explain to us what “at-the-market” means and how this price is determined.

Sohail Prasad
Page 3

b. Please explain to us what the phrase “an existing trading market” refers to ( i.e.,
what trading market (or markets) does the Company anticipate trading in?)

c. Please explain to us what “directly to one or more purchasers” means.  In doing
so, please explain how these sales are made and who these purchasers are.

Prospectus Summary
 Investment Strategy (page 6)

9. The disclosure in the penultimate sentence of the second paragraph states “We will limit
our investments in…Private Funds to no more than 15% of our net assets.”  Please confirm that when determining the Company’s exposure to Private Funds with respect to this limitation, the Company will look through to any Private Fund investments held in any SPVs the Company is invested in.  In addition, as many of the Company’s investments are in SPVs that invest substantially all of their assets in securities, please tell us what exemptions from the Investment Company Act such SPVs rely on and whether you consider them Private Funds for purposes of the 15% limitation.
10. In the third paragraph, the disclosure references “forward contracts for future delivery of
stock.”  Please explain here what these transactions are and what they involve.
 Investment Types (page 7)
11. To assist investors in understanding your portfolio, strategy, and risks, please disclose the
approximate percentage of the portfolio purchased (1) directly from a portfolio company (2) indirectly through an employee or former employee and (3) indirectly through an institutional investor.  Depending on your response, please consider the need for improved risk disclosure regarding your access to portfolio company information and/or risks related to transfer restrictions on employee and investor shares.
12. In the penultimate line of the second paragraph, the disclosure indicates that the
Company will seek approval for direct purchases from stockholders of shares that may have limitations and restrictions that you describe in the paragraph.  Please explain to us if the Company will always seek approval when purchasing shares in this way, or will the Company purchase shares without approval, including through forward agreements?
13. In the third paragraph of this section, the disclosure states “Some of our investments may
be held through [SPVs], which are private investment vehicles formed to invest in a particular portfolio company.”  Disclosure elsewhere indicates that a substantial amount of your investments are made through SPVs that hold shares or forward agreements to purchase shares in a single company.  Please reconcile this inconsistency.

Sohail Prasad
Page 4
14. As a general matter, please disclose the overall structure and terms typically associated
with the SPVs you typically invest in.  This disclosure might include:
x How SPVs are created and by whom;
x How SPVs source their investments;
x What material risks arise from such sourcing and how do SPV structurers attempt
to manage that risk;
x How the SPV’s securities are offered and to whom;
x Who manages the SPVs;
x What fees and expenses are assessed initially and over the life of the SPV and
what are typical fee and expense levels;
x How do these fees and expenses impact the overall deal economics and valuation;
x What agreements and obligations does the SPV typically have to SPV investors
(e.g., obligations around custody, maintaining insurance, financial statements,
audits, etc.).
 In addition to this general disclosure, please provide more detailed disclosures about each SPV you’ve invested in, including:
x Any role the adviser or its affiliates played in creating, structuring, or managing
the SPV or compensation or fees it or its affiliates received;
x The name of the SPV, the date it was created, its investments, and how it sourced
them;
x A general discussion of the SPV terms, including fees and expenses and other
agreements and obligations; and
x The approximate ownership level the Company has of the SPV and how the
Company sourced and acquired its interests.
 Investment Process (page 7)
15. On page 9, in Current Portfolio , consider disclosing, as appropriate, that over 40% of the
current portfolio is invested in aviation and aerospace businesses.  Also consider risk disclosure indicating that as a result of the Company’s investments in early stage companies growing at an uneven pace, a few investments may be more prominent in the Company’s portfolio at a given time.

16. In Current Portfolio  the disclosure states that forward contracts account for 3.2% of the
Company’s current portfolio.  Do you anticipate this amount increasing?  If so, what percentage of the Company’s portfolio do you see forward contracts comprising in the future?  Please explain to us.

Sohail Prasad
Page 5
Summary Risk Factors (page 12)
17. In the last bullet on page 12, the disclosure states “the Adviser anticipates that, from time
to time, it and its affiliates may be named as defendants in civil proceedings which would consume time and resources and could jeopardize the successful closing of transactions."  To the extent you are aware of actual proceedings in which the Adviser or its affiliates are named defendants the reference to "may be named" is incomplete and inappropriate.  In addition to the disclosure currently provided, please revise to disclose any actual litigation involving the Adviser and its affiliates, including the nature of the allegations.
18. On page 14, in Risk associated with the forward security transactions , please disclose
specifically that these investments may not be recognized by their issuers and may ultimately have no value.  Please also disclose in an appropriate place any current legal uncertainties concerning these investments and any implications these may have on the Company.
19. On page 14, in the last bullet of Risk associated with the forward security transactions ,
the disclosure states that the Company may purchase insurance “[t]o mitigate some of the risks inherent in purchasing forward contracts.”  Have you, or any of the SPVs the Company has invested in, actually purchased insurance on any positions?  If so, disclose which ones in appropriate locations within the registration statement.

Fees and Expenses (page 17)

20. Please explain how the Management Fee noted in the Fee Table (2.44%) is less than the
Management Fee stated in the advisory agreement (2.50%) when the net assets used in the calculation are less than the base amount used for this calculation.
21. Please update the Management Fee in the Fee Table to 2.50% per the Investment
Advisory Agreement.  Please ensure any changes are incorporated into the expense example, as applicable.
22. The Staff notes that total expenses of the Company, as noted in the Financial Highlights,
at 12/31/23 were 5.89%.  The Staff further notes that the management fee included in the financial highlights was lower due to the lower rate used to calculate the fee prior to its listing.  Please reconcile amounts presented in the Fee Table to the Financial Highlights at 12/31/23.  In addition, please revise the Fee Table and/or footnote 4 to the Fee Table to align the discussion in the fee table to the amounts presented.
23. The Staff notes that when the warrants were written down in 2023, the write off increased
the net assets of the Company.  As of 12/31/23, the amount was included in the net assets of the Company.  Please discuss in correspondence whether this amount is included in the management fee calculations after the Company’s listing on the NYSE, as the Management Fee earned has increased after the listing.  Further, if the amount is factored

Sohail Prasad
Page 6
into the Management Fee, please include a discussion of how the Adviser is due any fees based on net asset increase based on the expired liability.
24. Footnote 3 – Acquired Fund Fees and Expenses.  Please confirm that the discussion in the
footnote is reflective of any expenses associated with the SPVs held by the Company.
The Company (page 18)

25. Please confirm in correspondence whether Principals of the Company and/or Adviser are
Board Members of the Portfolio Companies held by the Company, if applicable.  Risks Related to Investing in the Company (page 41)
26. On page 42, in Exemptive Relief , the disclosure indicates that you intend to submit an
exemptive application to the SEC to permit the Company to co-invest with other funds managed by the Adviser or its affiliates.  Please inform us of the anticipated timing of that application.
Certain U.S. Federal Income Tax Considerations
  Taxation as a Regulated Investment Company (page 65)

27. In the fourth bullet, the disclosure notes that to qualify as a RIC for U.S. federal income
tax purposes, “no more than 25% of the value of [the Company’s] assets is invested in the securities…of one issuer.”  In light of the current value of the Company's holdings in SpaceX, please explain to us how the Company intends to comply with this requirement at the end of the upcoming quarter and each subsequent quarter in which the Company's holdings in SpaceX exceeds 25% of the value of the Company's assets.

Plan of Distribution (page 72)

28. The disclosure in the first line of the first paragraph states “We may offer, from time to
time…our common stock in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts or a combination of these methods.”  Please explain in the disclosure what “negotiated transactions”, “block trades” and “best efforts” are with respect to the Company’s offerings.
29. The disclosure in the first line of the second paragraph states “The distribution of the
[Company’s securities] may be effected…at prevailing market prices at the time of sale, at prices related to  such prevailing market prices, or at negotiated prices…[emphasis
added].”  Please clarify in the disclosure what each of these prices are and how they are determined (in particular, what are prices “related to” prevailing market prices?).  Also, please explain to us with whom, and the circumstances in which, the Company may negotiate the stock price.

Sohail Prasad
Page 7
30. As the Company’s NAV is determined quarterly, please explain to us how it will
distribute its securities in compliance with Section 23 of the Investment Company Act and the rules thereunder.  In addition, please confirm our expectation that you will disclose the NAV calculated to meet Section 23(b) requirements to investors in connection with the sale of your securities or explain why such disclosure isn’t necessary when sales are made at prices that may be substantially higher than NAV.  Please ensure your response addresses Section 17(a) of the Securities Act and other applicable requirements if you take the position that disclosing NAV as of a recent date is unnecessary.
31. Please update us as to any actions the Company has taken, or is considering taking, with
respect to the holders of warrants issued as part of the Company’s private offering of SAFEs.
 Description of Our Capital Stock (page 73)

32. Please delete the phrase “to the MGCL and” in the penultimate line of the introductory
paragraph to this section.
Signatures (page C-5)

33. We note that Lee Daley has signed your registration statement as an Independent
Director, however his name and biography were not included in your prior registration statement.  Please tell us more about the process by which he became a director and how his appointment or election was implemented and meets appl