SecProbe.io

CORRESP
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    Eversheds Sutherland (US) LLP

    700 Sixth Street, NW, Suite 700

    Washington, DC 20001-3980

    D: +1 202.383.0262

    F: +1 202.637.3593

    owenpinkerton@eversheds-sutherland.us

February 13, 2023

Karen Rossotto, Senior Counsel

David Manion

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

 Re: Destiny Tech100 Inc.

Registration
Statement on Form N-2

File Nos. 811-23802; 333-264909

Dear Ms. Rossotto and Mr. Manion:

On behalf of
Destiny Tech100 Inc. (the “Company”), set forth below are the Company’s responses to the oral accounting comments provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
on December 20, 2022 as well as the oral legal comments provided on January 25, 2023, regarding Pre-Effective Amendment No. 2 to the Company’s
registration statement on Form N-2 (the “Registration Statement”), including the preliminary prospectus contained therein
(the “Prospectus”), which was filed on December 1, 2022. The Staff’s comments are set forth below and are followed by
the Company’s responses. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration
Statement.

ACCOUNTING COMMENTS

PROSPECTUS

Fees and Expenses (page
9)

 1. In Footnote 3, please add a reference to the Company’s dividend
reinvestment plan (“DRIP”) related expenses.

Response: The Company has added
the requested reference to footnote 3.

 2. In Footnote 1, the disclosure states “The Management Fee reflected in the table is calculated
by determining the ratio that the Management Fee bears to our net assets attributable to common stock (rather than our gross assets).
The estimate of our Management Fee referenced in the table is based on our average gross assets (including assets purchased with borrowed
money) and net assets as of $100,000,000.” Please confirm whether the management fee reflected in the fee table is accurate given
the liabilities attached to the Warrants and the impact of such liabilities on the Company’s net assets.

Response: The Company has revised
the management fee and related footnote so that the management fee in the table is reflected as a percentage of net assets.

    Karen Rossotto, Senior Counsel

    February 13, 2023

    Page 2

 3. The fee table does not include an Acquired Fund Fees and Expenses
(“AFFE”) line item. Please confirm that AFFE is not required to be reflected in light of the expenses payable in connection
with the ownership of SPVs and the ownership of money market funds.

Response: The Company has revised
the Fees and Expenses Table to include a row for Acquired Fund Fees and Expenses. The Company currently has no investments in money market
funds, and the management fees payable through the Company’s ownership of SPVs is less than 0.01% of its net assets. As a result,
acquired fund fees and expenses are included in the “other expenses” line item.

 4. Please include a reference in the footnotes to the fee table
explaining where in the Prospectus the organization and offering costs are discussed.

Response: The Company has included
the requested reference at the end of footnote 3 to the Fees and Expenses table.

Capitalization
(page 9)

 5. In light of the fact that the financial statements included in a subsequent pre-effective amendment
will be beyond the date of the SAFE conversion, please remove the “pro forma column and related notes in the capitalization table.

Response: The Company has revised
the Capitalization table to remove all pro forma references.

The Company’s
Investments (page 36)

 6. Please revise to include additional disclosure regarding compliance with Rule 18f-4 under the heading
“Swaps” on page 42 of the Prospectus and add if so.

Response: The Company has included
disclosure under this heading related to its derivatives policy in compliance with Rule 18f-4.

Management
(page 43)

 7. Please disclose the Company’s organization and offering
costs and what entity is responsible for each under the heading “Payment of our Expenses under the Investment Advisory Agreement”
beginning on page 46 of the Prospectus.

Response:
The Company has included additional disclosure under the heading “Payment of Our Expenses under the Investment Advisory Agreement”
related to organizational and offering expenses. The Company intends to reimburse Destiny XYZ for the organizational and offering expenses
made on its behalf pursuant to a repayment schedule to be brought before the Company’s Board of Directors for approval.

 8. Please explain why the following expenses listed on page 47 of the Prospectus should be borne by the
Company and not the adviser.

 a. expenses, including travel, entertainment, lodging and meal expenses, incurred by members of our Investment
Team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio
companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing our rights;

    Karen Rossotto, Senior Counsel

    February 13, 2023

    Page 3

 b. any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary
software tools, programs or other technology for our benefit (including, without limitation, any and all fees, costs and expenses of any
investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar
systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses).

Response: The Company has reviewed
these expense categories and advises the Staff that it believes that it is appropriate for them to be borne by the Company and not the
Adviser. The Company is aware of direct competitors that charge both categories of expenses to the fund, so it does not believe that treating
these expenses as fund expenses is out of market. Further, the investment advisory agreement that includes the allocation of expenses
between the Company and the Adviser was reviewed and approved by the Company’s independent directors pursuant to the requirements
found in Section 15(c) of the Investment Company Act of 1940, as amended. The approval of the investment advisory agreement was based
on the factors set forth in the Gartenberg case which, among other things, addressed the appropriateness of the fees paid by the
Company in exchange for the services rendered by the Adviser.

STATEMENT OF ADDITIONAL INFORMATION

Financial Statements
(page F-1)

 9. Please note that the financial statements were stale upon the filing of Pre-Effective Amendment No.
2. Please include updated financial statements that are current upon filing.

Response: The Company has included
financial statements as of and for the periods ended June 30, 2022 and September 30, 2022 in the Registration Statement. The Company will
include audited financial statements as of and for the year ended December 31, 2022 in its next pre-effective amendment to the Registration
Statement.

 10. As of December 31, 2021, the Company was a private fund and not subject to PCAOB standards. Please
remove PCAOB references in the audit report and have the audit report re-issued.

Response: The Company respectfully
advises the Staff that at the time of filing the December 31, 2021 financial statements, the Company was registered as an investment company
under the 1940 Act and, hence, was subject to PCAOB standards. The Company’s auditor reviewed the applicable guidance related to
this fact pattern and was unable to find anything definitive as to whether to include PCAOB references in the audit opinion. As part of
its consideration of this issue, the Company’s auditors reviewed the instructions to Item 24 in Form N-2, which requires “the
financial statements and schedules required by Regulation S-X [17 CFR 210]. (See Section 210.3-18 and Article 6 of Regulation S-X
[17 CFR 210.6-01 et seq.]”

CFR 210.3-18 requires the audited financial
statements included in the amended registration statement, and since the registrant was an issuer as of the registration filing date,
the position was taken that all opinions supporting that registration filing needed to be performed under PCAOB standards.  The Company’s
auditors were unable to find a specific AICPA exclusion for balance sheet dates that preceded the filing of the Form N-8A.

    Karen Rossotto, Senior Counsel

    February 13, 2023

    Page 4

In addition, since the ending balance
for the year ended December 31, 2021 is the opening balance for the PCAOB audit to be performed for the year ended December 31, 2022,
the Company’s auditors determined it appropriate for the audit in 2021 to be a PCAOB audit.

Notwithstanding the above, the Company
notes that the next pre-effective amendment to the Registration Statement will include audited financial statements as of and for the
year ended December 31, 2022, which will be audited in conformity with PCAOB standards. As a result, the 2021 audited financial statements
will no longer be required to be included in the Registration Statement. Therefore, the Company requests that this comment be cleared
since it will no longer be relevant when the Registration Statement is declared effective.

Comments to
the Notes to the Financial Statements for Future Filings

 11. In subsequent correspondence, please confirm that the Company did not have a deferred tax asset or
liability as of December 31, 2021 in light of its election to be taxed as a corporation.

Response: The Company respectfully
advises the Staff that it did have a deferred tax asset as of December 31, 2021, but that it was offset by a full valuation allowance
as of December 31, 2021. The Company refers the Staff to Note 8 of the Company’s December 31, 2021 financial statements.

 12. We note that you include money market funds as cash equivalents. Money market funds are investments
and not considered cash equivalents under generally accepted accounting principles. Please disclose the Company’s money market fund
holdings (if any) in the Company’s schedule of investments and correct any references to money market funds as cash equivalents
in the notes to the financial statements.

Response: The Company has complied
with this comment in the notes to the financial statements as of and for the period ended June 30, 2022.

 13. In footnote (d) Income and Expenses on page F-9, please include additional disclosure regarding how
organization and offering costs are accounted for.

Response: The Company has complied
with this comment in the notes to the financial statements as of and for the period ended June 30, 2022.

 14. Please include a “Financial Highlights” section in the future financial statements.

Response: The Company has complied
with this comment in the notes to the financial statements as of and for the period ended June 30, 2022.

 15. In subsequent correspondence, please explain why a “Financial Highlights” section was not
included in the Company’s audited financial statements as of December 31, 2021 and for the period from January 25, 2021 (Commencement
of Operations) to December 31, 2021 in light of the existence of the SAFEs and warrants and known conversion of such SAFEs to shares of
the Company’s common stock when the financial statements were issued.

    Karen Rossotto, Senior Counsel

    February 13, 2023

    Page 5

Response: As of December 31,
2021, Destiny XYZ was the sole owner of the Company’s shares of common stock. As a result, financial highlights were not presented
for that time period. However, financial highlights have been included in the notes to the financial statements as of and for the period
ended June 30, 2022.

LEGAL COMMENTS

PROSPECTUS

 16. On the prospectus cover page, we note the following statement: “The
Selling Stockholders may, or may not, elect to sell their shares of common stock covered by this prospectus, as and to the extent they
may determine. Such sales, if any, will be made through brokerage transactions on the New York Stock Exchange (the “NYSE”)
at prevailing market prices.” Please provide additional disclosure in the prospectus summary regarding how prevailing market prices
may be affected by the limited number of outstanding shares and the potential limited market for the shares. Please also address informational
disparities between buyers and Selling Stockholders, including whether Selling Stockholders will have access to material non-public information,
and how those information disparities, if applicable, may affect the prevailing market prices of the shares. In addition, please disclose
how frequently NAV will be published.

Response: The
Company has included disclosure in the Summary section regarding how prevailing market prices may be impacted by the limited number of
outstanding shares and other factors and has also disclosed that the Company’s net asset value will be published on a quarterly
basis. The Company advises the Staff, however, that the Company has taken steps to ensure that current shareholders of the Company do
not have access to material non-public information that could result in information disparities. Current shareholders are provided the
same level of information about the Company as is provided in the Registration Statement.

 17. Please disclose the Company’s concentration policy as required
by Item 8.2.b. of Form N-2 in the prospectus summary.

Response: The
Company has revised its disclosure in the Summary section of the prospectus to include its concentration policy.

 18. We note that the following disclosure on page 5 appears inconsistent
with the Portfolio Company table on page 10: “As of September 30, 2022, all of our investments are in common or preferred equity
of private issuers engaged in the technology industry.” Please revise the disclosure to be consistent with the Portfolio Company
table.

Response: The
Company has revised its disclosure regarding the composition of its portfolio as of September 30, 2022.

 19. On the prospectus cover page, please consider disclosing the uncertainty
of dividend payments.

    Karen Rossotto, Senior Counsel

    February 13, 2023

    Page 6

Response: The
Company has revised the prospectus cover page to include disclosure regarding the uncertainty of distributions.

 20. On page 7, under the heading “SAFE Conversion,” the defined terms “Split Ratio”
and “Fund Capitalization” are not defined in the Registration Statement. Please either define the terms or include additional
disclosure regarding the stock split. Please also supplementally explain why the stock split was conducted.

Response: The
Company has revised its disclosure accordingly. Supplementally, the Company advises the Staff that the reverse stock split was conducted
prior to the SAFE conversion, so the split only impacted the shares acquired by Destiny XYZ in connection with the Company’s formation.
The reverse stock split was conducted to limit the aggregate percentage ownership of shares held by Destiny XYZ following the SAFE conversion.

 21. On page 8, under the “Summary Risk Factors” heading, please include the risks associated
with venture capital backed emerging companies disclosed elsewhere in the Prospectus.

Response: The
Company has included additional risk disclosure in the “Summary Risk Factors” section related to its investments in venture
capital-backed emerging companies.

 22. On the Portfolio Company table, please include the fair values under the column “Fair Value of
Investment” as of the date of the most recent financials to be included in the next amendment to the Registration Statement.

Response: The
Company has revised its disclosure to include fair values of its portfolio companies as of September 30, 2022.

 23. In foo