SecProbe.io

CORRESP
 1
 filename1.htm

 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

 July
10, 2025

 Karen
Rossotto, Senior Counsel

 Securities
and Exchange Commission

 Division
of Investment Management

 100
F Street NE

 Washington,
DC 20549

 Re: Destiny
 Tech100 Inc.
 Pre-Effective
 Amendment No. 3 to Registration Statement on Form N-2

 File
Nos. 811-23802; 333-278734

 Dear
Ms. Rossotto:

 On
behalf of Destiny Tech100 Inc. (the "Company"), set forth below are the Company's responses to the legal comments provided
orally by the staff of the Division of Investment Management (the "Staff") of the Securities and Exchange Commission (the
"SEC") on June 13, 2025, regarding Pre-Effective Amendment No. 3 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 EDGAR on May 20, 2025. 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.

 Concurrent
with the filing of this response letter, we have filed Pre-Effective Amendment No. 4 to the Company's registration statement on
Form N-2 (the "Amended Registration Statement"), including the Prospectus contained therein.

 LEGAL
COMMENTS

 1. Please
 confirm that all correspondence related to the review of this registration statement has
 been uploaded as correspondence to EDGAR.

 Response:
 The Company acknowledges the Staff's comment and confirms that all correspondence related to the review of the Registration
Statement has been uploaded as correspondence to EDGAR.

 2. We
 refer to the disclosure on the prospectus cover page that states, "We intend to invest
 in a portfolio of what we believe to be 100 of the top venture-backed private technology
 companies." Please consider whether it would be more accurate to state that you
 intend to invest in and gain exposure to 100 of the top venture-backed private technology
 companies.

 Response:
 The Company advises the Staff that it has revised the disclosure included in the Registration Statement in all appropriate locations
to state that the Company intends to invest in and gain exposure to what the Company believes to be 100 of the top venture-backed private
technology companies.

 Karen
 Rossotto, Senior Counsel
 July
 10, 2025
 Page
 2

 3. We
 note that the 80% policy included in the Prospectus differs slightly from the 80% policy
 included in the annual report on Form N-CSR. Please consider whether the additional
 language in the annual report on Form N-CSR that includes indirect investments through SPVs
 is more accurate.

 Response:
 The Company advises the Staff that it has revised the 80% policy disclosure included in the Registration Statement to conform with
the 80% policy disclosure included in the Company's annual report on Form N-CSR for the fiscal year ended December 31, 2024.

 * * *

 If
you have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0262.

 Sincerely,

 /s/ Owen J. Pinkerton

 Owen J. Pinkerton

 cc:
 Steven
 B. Boehm, Esq., Eversheds Sutherland (US) LLP
 Sohail
 Prasad, Destiny Tech100 Inc.

CORRESP
 1
 filename1.htm

 Eversheds
 Sutherland (US) LLP
 700
 Sixth Street, NW, Suite 700
 Washington,
 DC 20001-3980

 D: 202.383.0262
 F: 202.637.3593

 owenpinkerton@eversheds-sutherland.com

 June 13, 2025

 David Manion, CPA, CAIA

 Nicolina McCarthy, Assistant Chief Accountant

 Catalina Jaime, Branch Chief

 Division of Investment Management

 100 F Street NE

 Washington, DC 20549

 Re:
 Destiny Tech100 Inc.

 Form N-CSR for the fiscal year ended December 31, 2024

 File No. 811-23802

 Dear Mr. Manion, Ms. McCarthy and Ms. Jaime:

 On behalf of Destiny Tech100 Inc. (the "Company"),
set forth below are the Company's responses to the comments provided orally to William G. Farrar of Sullivan & Cromwell LLP
by the staff of the Division of Investment Management (the "Staff") of the Securities and Exchange Commission (the "SEC")
on May 13, 2025 to the Company's Form N-CSR for the fiscal year ended December 31, 2024 (the "Annual Report"), which
was filed by the Company on March 25, 2025. The Staff's comments are set forth below in bold and are followed by the Company's
responses. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Form N-CSR. Page number references
below are to the Annual Report.

 1. Page
12, Note 2(a) to the financial statements included in the Annual Report, includes a definition of "SPV." Please move the definition
to a footnote to the Schedule of Investments where such term is defined the first time .

 Company Response : The Company acknowledges
the Staff's comment and advises the Staff that the definition of "SPV" was moved to a footnote to the Schedule of Investments
in the amended Form N-CSR for the year ended December 31, 2023, filed with the SEC on May 21, 2025 and the amended Form N-CSRS for the
period ended June 30, 2024, filed with the SEC on June 6, 2025. The Company further confirms that it will include such definition in the
Schedule of Investments in future filings with the SEC that include financial statements.

 2. The
Staff noted that Rhenium Bolt LLC is valued on page 5 at $0. Please explain supplementally what rights and obligations the Company has
in respect of Rhenium Bolt LLC.

 Company Response : The Company respectfully
advises the Staff that Rhenium Bolt LLC does not hold any securities and has no intention of acquiring securities in the future. The Company
has no rights or obligations with respect to Rhenium Bolt LLC, except for an immaterial holdback of a portion of the Company's contribution
to be used to cover expenses associated with any potential litigation related to Rhenium Bolt LLC, which if not used within the time prescribed
by the limited liability company agreement shall be returned to the Company. No amount has been recorded by the Company for such potential
return due to its immateriality and the uncertainty of return. The Company has been advised that Rhenium Bolt LLC may seek consent from
its holders to effectuate a dissolution.

 June 13, 2025

 Page 2

 3. The
Company reported a net realized gain of $8 on page 8. Please explain supplementally how the Company reported a realized gain of $8 notwithstanding
that in Note 7 (page 23) to the financial statements included in the Annual Report, the Company reports no purchases or sales of securities.

 Company Response : The Company respectfully
advises the Staff that the net realized gain of $8 on page 8 is related to the initial public offering of Maplebear, Inc., doing business
as Instacart, whereby fractional shares held by the Company were cashed out in connection with the initial public offering. The Company
does not believe that the statement on page 23 that the Company did not purchase or sell any securities during the year ended December
31, 2023 is inaccurate, since the receipt of cash in exchange for fractional shares differs from the affirmative act of selling securities
held by the Company. Further, the Company views the transaction as immaterial, since it reflects an $8 entry. However, the Company confirms
that the transaction was booked as a gain on the sale of fractional shares.

 4. As
noted above, Note 7 to the financial statements included in the Annual Report discloses that the Fund did not purchase or sell securities.
Please reconcile supplementally this statement with (i) the "Sale of investments" of $3,662,050 on page 10 of the financial
statement included in the Annual Report and (ii) the $83,637 of "Proceeds from Sale of Investments" on page 19.

 Company Response : The Company respectfully
advises the Staff that the "Sale of investments" line item included in the statement of cash flows related to the money market
fund held by the Company that sweeps cash and buys and sells positions on a daily basis. Such transactions, therefore, would not be reflected
in Note 7 to the Financial Statements, which specifically excludes short-term securities. With respect to footnote (c) to the "Assets"
table on p. 19, $83,637 of "Proceeds from Sale of Investments" is a return of capital distribution related to the investment
in Rhenium Bolt 2021, LLC, which is described in the footnote to the table. As a result of the foregoing, the Company believes that the
statement on page 23 that the Company did not purchase or sell any securities, other than short-term securities, during the year ended
December 31, 2023, is accurate.

 5. Please
explain supplementally how Note 8 to the financial statements included in the Annual Report addresses the requirements of ASC-40-50-4
in light of the need for third party (i.e., the Securities and Exchange Commission) approval to sell securities from the Company's
shelf registration statement.

 Company Response : The Company respectfully
advises the Staff that ASC 205-40-50-4 requires that management consider whether the relevant conditions and events, considered in the
aggregate, indicate that it is probable that the Company will be unable to meet its obligations as they become due within one year after
the date that the financial statements are issued. Management determined that, as of the date the year-end audited financial statements
were issued, certain conditions gave rise to indicators of substantial doubt about the Company's ability to continue as a going
concern. ASC 205-40-50-4 further states that management should "initially" exclude any potential mitigating effects of
the management's plans that have not been fully implemented as of the date of the issuance of the financial statements. However,
ASC 205-40-50-6 states that management shall evaluate whether its plans that are intended to mitigate the going concern alleviate substantial
doubt about the entity's ability to continue as a going concern. As stated in Note 10 to the Financial Statements, management adopted
a plan to address the anticipated liquidity shortfall of approximately $40,000. As set forth in Note 10 to the Financial Statements, the
Adviser intends to dispose of one or more certain specific illiquid investments held by the Company in order to address any liquidity
shortfall. While the Company included additional disclosure related to the potential for offering proceeds from the shelf registration
statement, management did not rely on raising proceeds from the shelf registration statement as part of its plans to alleviate the going
concern. Therefore, the Company believes that the mitigation plan and the disclosure included in Note 10 to the Financial Statements are
accurate and consistent with the requirements found in ASC 205-40-50-4.

 June 13, 2025

 Page 3

 6. The
Staff notes that approximately 95% of the Company's portfolio securities are subject to restrictions on resale (footnote (c) on
page 6). The Staff also notes that the Company disclosed on page 25 that in the event the shelf was not approved, the Adviser plans
to dispose of illiquid investments held in the Company's portfolio. Please explain supplementally how management concluded that
substantial doubt was alleviated in light of the restrictions on resale applicable to the Company's portfolio securities?

 Company Response : The Company respectfully
advises the Staff that while it is accurate that 95% of the portfolio securities have restrictions on resale, such resale restrictions
vary from investment to investment and would not materially impede the Company from disposing of certain restricted securities, if necessary,
to address a liquidity shortfall. As noted in response to Comment No. 5 above, the anticipated liquidity shortfall, after taking into
consideration the deferral of management fees described in Note 5 to the Financial Statements, is approximately $40,000, which would only
require the sale of one of the Company's investments or a portion thereof. As disclosed in Note 2(i) to the Financial Statements,
certain of the restricted securities held by the Company may be resold in the secondary market in transactions exempt from registration
and do not require consent from a third party. Management believes that the direct private investments held by the Company have sufficient
liquidity in one or more secondary marketplaces that would be probable to enable the Company to sell such securities in order to address
a liquidity shortfall. Management is aware of multiple secondary marketplaces that offer trading for a wide range of late-stage private
companies, including securities held by the Company. Sales of such securities do not contain additional restrictions aside from the requirement
that they be sold to an accredited investor.

 While not necessary to satisfy the anticipated
liquidity shortfall, management also believes that there is significant liquidity for certain of the SPV investments held by the Company.
Sales of SPV investments may require consent from the SPV manager in advance of a sale, but such consent can ordinarily be obtained without
significant delay.

 7. Discuss
supplementally the extent to which management discussed its plans, mitigation efforts and going concern disclosures in Note 10 to
the financial statements included in the Annual Report with the Company's Board of Directors and the Company's auditor.

 Company Response : The Company advises the
Staff that the Company's Board of Directors and its Audit Committee held a number of meetings in February and March 2025 to discuss
various aspects of the financial statements included in the Annual Report, which was ultimately filed with the SEC on March 25, 2025.
In such meetings, management provided information and updates to the Board or the Audit Committee, as applicable, regarding all open items
related to the audit, which included, among other things, the going concern analysis and disclosure related to it that was subsequently
included in Note 10. In addition, management had extensive conversations and meetings with representatives of Marcum in connection with
the audit and provided Marcum with its analysis of the going concern considerations, the mitigation plans and related disclosures, which
Marcum reviewed and commented on prior to issuing its unqualified audit report. Finally, representatives of Marcum had separate meetings
with members of the Audit Committee outside the presence of management and attended many Audit Committee meetings that were held in advance
of approving the filing of the Annual Report.

 8. Please
confirm supplementally that the Company is current on all expenses.

 Company Response : The Company respectfully
advises the Staff that the Company is current on its expenses both with respect to the payment of such expenses and the recording of such
expenses in its accounting records on an accrual basis. Therefore, the Company's financial statements reflect all accrued expenses,
regardless of actual cash flow.

 *	 *	 *

 June 13, 2025

 Page 4

 If you have any questions or additional comments
concerning the foregoing, please contact me at (202) 383-0262.

 Sincerely,

 /s/ Owen J. Pinkerton

 Owen J. Pinkerton

 Eversheds Sutherland (US) LLP

 cc:
 Sohail Prasad, Destiny Tech100 Inc.
Ethan Silver, Destiny Tech100 Inc.

CORRESP
 1
 filename1.htm

 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

 May 19, 2025

 David Manion, CPA, CAIA

 Karen Rossotto, Senior Counsel

 Securities and Exchange Commission

 Division of Investment Management

 100 F Street NE

 Washington, DC 20549

 Re: Destiny Tech100 Inc.

 Pre-Effective
Amendment No. 2 to Registration Statement on Form N-2

 File Nos. 811-23802; 333-278734

 Dear Mr. Manion and Ms. Rossotto:

 On behalf of
Destiny Tech100 Inc. (the "Company"), set forth below are the Company's responses to the accounting and legal comments
provided orally by the staff of the Division of Investment Management (the "Staff") of the Securities and Exchange Commission
(the "SEC") on December 17, 2024, 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 EDGAR on November 19, 2024. 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.

 Attached herein is a copy of the Pre-Effective
Amendment No. 3 to the Company's registration statement on Form N-2 (the "Amended Registration Statement"), including
the Prospectus contained therein, which was filed on EDGAR on May 19, 2025.

 ACCOUNTING COMMENTS

 General

 1. We refer to your response to Comment No. 1 from our prior comment letter. While
we agree that the investments in special purpose vehicles ("SPVs") should not be consolidated in the Company's financial
statements, your analysis should be revised as follows:

 a. The reference to 946-10-55-5
should be revised as that section refers to operating companies; and

 b. Where you state that you
"measure investments" at fair value, please revise to indicate whether this refers to the fair value of the SPV or the fair
value of the underlying securities.

 Response: The Company acknowledges the
Staff's concurrence that the investments held by the Company through SPVs should not be consolidated in the Company's financial
statements. In order to address the Staff's comments, the analysis previously provided to the Staff has been revised as set forth
below:

 The Company has concluded that it is not appropriate
to consolidate any of the special purpose vehicles ("SPVs") through which it has invested and believes that its presentation
of such investments in the schedule of investments on an unconsolidated basis is consistent with GAAP and is the most meaningful presentation
of such investments for readers of the Company's financial statements.

 1

 David Manion, CPA, CAIA
 Karen Rossotto, Senior Counsel
 May 19, 2025
 Page 2

 Evaluating Whether SPVs are a Variable Interest
Entity ("VIE") that Require Consolidation

 The Company has reviewed its investments held
in Special Purpose Vehicles ("SPVs") in order to determine whether they should be consolidated. In evaluating, the Company
first considered IM Guidance Update No. 2014-11 issued by the SEC, which contains the views of the Chief Accountant of the SEC's
Division of Investment Management as to when it is appropriate for an investment company in a fund of funds or master-feeder structure
to consolidate another investment company. The IM Guidance Update No. 2014-11 states, "In the circumstances of a fund of funds,
generally, the staff has taken the position that the financial presentation that is most meaningful also is unconsolidated." The
staff has taken a similar position for feeder funds, as outlined in IM Guidance No. 2014-11. Accordingly, the IM Guidance Update No. 2014-11
supports that an unconsolidated presentation for the SPVs would be the most meaningful presentation to the users of the Company's
financial statements.

 Moreover, the Company considered the guidance
set forth under ASC 810, Consolidation , ("ASC 810"), under the presumption that the consolidation scope exception
under ASC 810-10-15-12(d) is not met and that the SPVs qualify as variable interest entities ("VIEs") in scope under ASC 810,
in order to evaluate whether it has a controlling financial interest in any of the SPVs by applying the variable interest model under
ASC 810.

 In accordance with ASC 810-10-25-38, an entity
is deemed to be the primary beneficiary of a VIE if it has both of the following characteristics: (a) the power to direct the activities
of a VIE that most significantly impact the VIE's economic performance, and (b) the obligation to absorb the majority of losses
of the VIE or the right to receive the majority of benefits from the VIE.

 The Company concluded that it was not the primary
beneficiary of any of the SPVs due to the following key factors:

 · The sole purpose of the SPVs is to pool investor
capital to invest in securities of a single pre-determined private company and to engage in any and all activities necessary, incidental,
proper, advisable or convenient to the foregoing. The activities and decisions that most significantly impact economic performance of
the SPVs are conducted by the Manager of each SPV. The Manager of each SPV is responsible for the management and day-to-day administration
and operations of the SPV. Additionally, the Manager of each SPV has the power and authority to exclusively manage, control and direct
the SPV and all of its business, affairs, activities and operations. The Company has no role in the formation or operation of the SPV,
has no power with respect to the appointment of the Manager and cannot unilaterally replace the Manager.

 · The Company was not involved in the design of
any of the SPVs.

 · The Company does not have investment discretion
or voting rights with respect to any of the SPVs.

 Therefore, under the presumption that the Company
was subject to ASC 810 and applied the VIE model, the above factors support that the Company would not be considered the primary beneficiary
for each SPV and therefore would not be required to consolidate any of the SPVs.

 2. We refer to your response to Comment No. 1 from our prior comment letter. We disagree with your analysis
related to the presentation of the investments in SPVs in the schedule of investments. We believe it is materially misleading to list
the underlying issuer in the schedule of investments rather than the SPV through which the Company invests. Please restate prior financial
statements accordingly and amend prior N-PORT filings that include the underlying issuer as the entity in which the Company invested.

 David Manion, CPA, CAIA
 Karen Rossotto, Senior Counsel
 May 19, 2025
 Page 3

 Response: The Company acknowledges the
Staff's comment and has revised in the annual report to shareholders included in its Form N-CSR for the year ended December 31,
2024 filed on March 25, 2025, its presentation of the investments it holds through SPVs to list each individual SPV in the schedule of
investments along with a parenthetical that shows the private company to which the Company gains exposure as a result of the investment
in the SPV.

 In addition, after the filing of the amended Registration Statement, the
Company will file an amended N-CSR for the year ended December 31, 2023 and an amended N-CSRS for the period ended June 30, 2024 that
include restated financial statements that revise the presentation of the investments held through SPVs in the schedule of investments
to that included in the Form N-CSR for the year ended December 31, 2024. As will be noted in the amended N-CSR and N-CSRS, the Company
evaluated whether any changes to the fair values of the SPVs were warranted and determined that the fair values were appropriately recorded,
so no changes to the fair values of such investments were recorded. The Company will make amended Form N-PORT filings as requested.

 3. We refer to your response to Comment No. 3 from our prior comment letter. We do not agree that the
investment in OpenAI was held at December 31, 2023. Please amend the Form N-PORT accordingly.

 Response: The Company acknowledges the
Staff's comment and will amend the Form N-PORT accordingly.

 LEGAL COMMENTS

 4. Please review and revise your disclosure in the Prospectus to accurately indicate ownership of companies
owned through SPVs.

 Response: The Company has revised the portfolio
company table beginning on page 18 of the Prospectus included in the Amended Registration Statement that accompanies this letter so that
the presentation conforms to the schedule of investments included in the Company's financial statements included in its Form N-CSR
for the year ended December 31, 2024.

 5. We refer to your response to Comment No. 10 from our prior comment letter. In correspondence, please
tell us how many primary rounds the Company has invested in to date. In addition, please conform disclosure on your website to the disclosure
included in the Prospectus in response to prior comments.

 Response: The Company advises the Staff that as of December 31, 2024, seven of
the Company's investments in private issuers or 13.4% of such investments, were acquired through primary purchases as opposed to secondary
purchases.

 6. We refer to the Prospectus cover page where you indicate that, as of the date hereof, no investments
were made in "Private Funds." In light of the fact that SPVs generally rely on Section 3(c)(1) of 3(c)(7) of the Investment
Company Act of 1940 in order to not register as investment companies, please consider whether this disclosure is accurate.

 Response: The Company has revised its disclosure
to clarify that the reference to "Private Funds" refers to investments made in private equity funds, venture funds and hedge
funds. Specifically, the Company has added the following language to the cover page of the Prospectus included in the Amended Registration
Statement: "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."

 7. We refer to page 7 of the Prospectus where you state that "Investments in SPVs are common in
the venture capital industry and are an efficient way to pool capital with other investors in order to invest in a single issuer."
Please revise to make clear that in these situations, your investment is in the SPV and not directly in the underlying issuer.

 Response: The Company has revised its disclosure
accordingly.

 8. Please update your disclosure in the Prospectus to reflect September 30, 2024 rather than June 30,
2024.

 David Manion, CPA, CAIA
 Karen Rossotto, Senior Counsel
 May 19, 2025
 Page 4

 Response: The Company has updated its disclosure
in the Amended Registration Statement that accompanies this letter so that it refers to December 31, 2024.

 9. We refer to the last bullet point on page 15 of the Prospectus under the heading, "Risks Associated
with Investments in Private Funds." Please disclose, if accurate, that the value of the SPV may be different than the value of the
underlying securities and that the Company has no ownership rights with respect to the underlying securities.

 Response: The Company has included disclosure
in the Prospectus included in the Amended Registration Statement that accompanies this letter as requested.

 10. We refer to footnote 1 to the portfolio company table that refers to the "Fund." Please
clarify whether this should refer instead to the "Company."

 Response: The Company has revised in the
Prospectus included in the Amended Registration Statement that accompanies this letter its disclosure to change the reference from "Fund"
to "Company."

 11. We refer to Comment No. 14 from our prior comment letter. Please confirm that you will disclose the
Company's net asset value as of the date of each offering made from the shelf registration statement and not merely rely on the
net asset value as of the most recent quarter end.

 Response: The Company confirms that it
will calculate its net asset value with sufficient frequency in order to ensure that sales of its common stock are made consistent with
the provisions found in Section 23(b) of the Investment Company Act of 1940, as amended. Specifically, the Company is aware that relying
solely on the prior quarter end net asset value will not be sufficient for purposes of complying with Section 23(b).

 *	 * *

 If you have
any questions or additional comments concerning the foregoing, please contact me at (202) 383-0262.

 Sincerely,

 /s/ Owen J. Pinkerton

 Owen J. Pinkerton

 cc:

 Steven B. Boehm, Esq., Eversheds Sutherland (US)
 LLP
 Sohail Prasad, Destiny Tech100 Inc.

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

CORRESP
1
filename1.htm

    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

June 24, 2024

Karen Rossotto, Senior Counsel

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; 333-278734

Dear Ms. Rossotto:

On behalf of Destiny
Tech100 Inc. (the “Company”), set forth below are the Company’s responses to the comments provided by the staff of the
Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on May 21,
2024, regarding the Company’s registration statement on Form N-2 (the “Registration Statement”), which was filed on
April 16, 2024. 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.

LEGAL COMMENTS

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.

Response: The Company confirms that its investment
strategy is to invest in a portfolio of the top venture-backed private technology companies that meet criteria set forth in the Company’s
filings with the SEC. While Mr. Prasad’s statement differs from the language found in the Company’s public filings, the Company
does not believe it is material or misleading. Due to the large number of technology companies that qualify as so-called “unicorn”
private companies, providing investor access to a portfolio that seeks to invest in up to 100 of such private technology companies can
be viewed as exposure to the private markets in general. The Company does not use the phrase “as close to beta exposure to the private
markets as possible” in any of its marketing materials, nor does it include such statement on its website. Since the Company does
not believe that the interview with Mr. Prasad was material or misleading, and since the Company is not conducting an offering of its
securities, the Company does not believe that any statements or filings are necessary to address the inconsistency.

      1

    Karen Rossotto, Senior Counsel

    June 24, 2024

    Page 2

 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.

Response: The referenced language specifically
states that for “many” pre-IPO companies “there may be the potential” for such a return, which is clearly not
a guarantee of any specific return nor does it suggest that “all” pre-IPO companies will achieve such gains. The context where
the referenced language appears within the website is distinguishing between “large cap” companies (valued at $10B+) and “medium
cap” companies (valued at $750M-10B). The statement is based on the venture lifecycle where companies that are at the medium cap
stage “may have the potential” for such growth. While the Company does not believe such statement is misleading to investors,
it has removed such statement from its website.

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.

Response: The Amendment has been revised to
check the box on the facing page indicating that shares may be offered on a delayed or continuous basis. The Amendment has also been revised
to include the Undertakings set forth in Item 34.3 of Form N-2. The Company has no current intention to offer shares from the shelf registration
statement except through registered broker-dealers or individuals employed by the Company or an affiliate.

 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.

Response: The Company has no current plans
to conduct a rights offering of its shares. However, since the shelf registration statement has a three-year term, the Company would like
the flexibility to consider such an offering under appropriate market conditions. The Company believes it is customary to allow for a
rights offering off a shelf registration statement.

 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.

    Karen Rossotto, Senior Counsel

    June 24, 2024

    Page 3

Response: The Company advises the Staff that
the referenced language is standard language included in shelf registration statements and is designed to provide the Company with flexibility
to access the capital markets on a timely basis if attractive opportunities are available. The Company believes that the term “agent”
could refer to different entities, such as a placement agent or a sales agent, which would be a registered broker-dealer. A placement
agent would differ from an underwriter in that it would not engage in a firm commitment underwritten offering of securities, but instead
would seek to raise capital through a best efforts offering of securities, including through an “at-the-market offering” (see
the response to comment 8(a) below). In addition, securities could be issued through a subscription agent in a registered rights offering.
As noted on page i of the Prospectus, “Each prospectus supplement relating to an offering will identify any agents or underwriters
involved in the sale of our securities, and will disclose any applicable purchase price, fee, discount or commissions arrangement between
us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of
Distribution.” We may not sell our common stock through agents, underwriters or dealers without delivery of this prospectus and
a prospectus supplement describing the method and terms of the offering of our common stock.” No such arrangements are in place
or being negotiated. As the issuer of securities, the Company would of course be responsible for monitoring the activities of an agent
or underwriter selling or facilitating the sale of its shares. However, as no arrangements are currently in place, the Company is unable
to disclose the nature and extent of such monitoring 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.

Response: The Amendment has included updated
disclosure with respect to its share price and to reflect any material events since the initial filing of the Registration Statement.

 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.

Response: The Company has revised its disclosure
on the cover page, as requested.

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.

Response: The Company advises the Staff that
an “at-the-market” offering (“ATM”) is a follow-on registered offering of shares on a continuous basis through
a registered broker-dealer engaged by the issuer. The shares sold in an ATM offering are sold pursuant to an equity distribution agreement
(or sales agreement) whereby the broker-dealer(s) sell shares into the market in exchange for a commission paid by the issuer or an affiliate.
The terms of any such sales, including the price (or range of prices) at which shares may be sold, will be dictated by a placement notice
that the issuer provides to the broker-dealer in advance of any sales made pursuant to the ATM. To the extent the Company engages in an
ATM offering, it will only issue placement notices requiring that shares be sold at a price, net of commissions, that is not below the
current net asset value of the Company. ATM offerings are a very common method of raising incremental capital over time.

    Karen Rossotto, Senior Counsel

    June 24, 2024

    Page 4

 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?)

Response: The Company advises the Staff that
“existing trading market” only refers to the NYSE; however, if the Company’s shares are sold through a different securities
exchange, such market would be included as well. Since the shelf registration statement is valid for three years, the Company believes
it is appropriate and not confusing to investors to retain the disclosure as is.

 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.

Response: The Company advises the Staff that
the shelf registration statement would allow the Company to directly sell shares to one or more purchasers with or without the use of
a registered broker-dealer. Such sales would be described more fully in a prospectus supplement. Purchasers could be institutions or individuals
that are interested in purchasing a large block of shares, which would either be impossible or disruptive to the trading market if done
through normal buy orders.

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.

Response: The Company confirms that, to the
extent any SPV in which it invests holds shares of a Private Fund, the Company will include such investment in the 15% limitation included
in the Prospectus. The Company notes, however, that it has no intention of investing in an SPV that holds shares of a Private Fund. The
Company believes that the SPVs it invests in generally rely on the exclusions found in Section 3(c)(1) or 3(c)(7) under the 1940 Act,
and the Company does not include them in the definition of “Private Funds” in the Prospectus. The Company is aware of the
Staff’s position promulgated through comment letters limiting investments by registered funds in private equity funds and hedge
funds to 15% of the issuer’s net assets, or in some cases, total assets.

 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.

Response: The Company has revised its disclosure
under “Investment Strategy” to provide an overview of forward contracts for future delivery of stock.

Investment Types (page 7)

    Karen Rossotto, Senior Counsel

    June 24, 2024

    Page 5

 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.

Response: The Company has included additional
disclosure under the heading “Summary—Current Portfolio” to provide details regarding the portion of the portfolio acquired
through an SPV managed by a third party and the portion of the portfolio invested in SPVs that own forward contracts. In addition, the
Company has included additional disclosure under “Summary—Investment Types” regarding risks associated with the investments
in SPVs. The Company has included disclosure regarding the portion of its portfolio comprised of investments in SPVs managed by third
parties, but does not believe that separately disclosing the portion of its portfolio comprised of securities of an employee or former
employee of a portfolio company or the portion purchased indirectly through an institutional investor is meaningful to investors in the
Company.

 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?

Response: The Company has revised its disclosure
to make clear that the Company will seek approval from an underlying portfolio company if such approval is required by the agreement the
Company has with the shareholder of such portfolio company. In addition, the Company has provided ad

CORRESP
1
filename1.htm

    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

December
20, 2023

Karen
Rossotto, Senior Counsel

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:

On
behalf of Destiny Tech100 Inc. (the “Company”), set forth below are the Company’s responses to the oral legal comments
provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) on December 15, 2023, regarding Pre-Effective Amendment No. 8 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 5, 2023. The Staff’s comments are set forth below and are followed by the Company’s responses.
Revisions noted below are included in Pre-Effective Amendment No. 9 to the Registration Statement (the “Amendment”) filed
concurrently with this response letter. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the
Registration Statement.

LEGAL
COMMENTS

    1.
    Please
    confirm in correspondence that all of the Company’s responses to prior comments received from the Staff have been filed on
    EDGAR prior to the registration statement being declared effective.

Response:
The Company respectfully advises the Staff that all of the Company’s responses to comments received from the Staff to date
have been filed on EDGAR.

    2.
    On the Prospectus
    cover page, please organize the following text into bullet point format.

“Investing
in our common stock involves a high degree of risk and is highly speculative. In addition, shares of closed-end investment companies
frequently trade at a discount to their net asset values. If shares of our common stock trade at a discount to our net asset value, purchaser
in this offering will face increased risk of loss. In addition, as we focus on making primarily capital gains-based investments in equity
securities, we do not anticipate that we will pay dividends on a quarterly basis or become a predictable distributor of dividends, and
we expect that our dividends, if any, will be less consistent than the dividends of other registered investment companies that primarily
make debt investments. Before buying any shares of our common stock, you should read the discussion of the material risks of investing
in our common stock in the “Risk Factors” section beginning on page 16 of this prospectus.

    Karen
    Rossotto, Senior Counsel

    December
    20, 2023

    Page
    2

There
are significant potential risks associated with investing in venture capital-stage companies that have complex capital structures, including
limited financial resources, limited operating histories, limited publicly available information, dependence on management and talent
efforts of a small group of people and the increased likelihood of unexpected problems in areas of product development, manufacturing,
marketing, financial and general management. See “Risk Factors-Risks Associated with Our Investments-Risks associated with investments
in rapidly growing venture-capital-backed emerging companies" on pages 19-20 of this prospectus.

As
part of our business strategy, we may borrow from and issue senior debt securities to banks, insurance companies and other lenders or
investors. This constitutes leverage and may magnify the potential for gain or loss and may increase the risk of investing in our common
stock. See "Risk Factors-Risks Related to Leverage" on pages 33-34 of this prospectus.”

Response:
The Company respectfully advises the Staff that it organized the required information into bullet point format, which is reflected
in the Amendment.

    3.
    In
    the “Current Portfolio” description in the “Prospectus Summary” section of the Prospectus, when disclosing
    the size of the investment portfolio, please disclose the fair value of the portfolio as of June 30, 2023.

Response:
The Company respectfully advises the Staff that it has disclosed the fair value of its portfolio as of June 30, 2023 in the “Current
Portfolio” description in the Amendment,

    4.
    We refer
    to the disclosure regarding the privately-issued warrants on page 8 of the prospectus.  Please revise to indicate that
    the warrants were “deemed to have expired” 120 days following the Company’s registration as an investment company.

Response:
The Company respectfully advises the Staff that it has revised the disclosure related to the privately-issued warrants on page 8
of the Prospectus in the Amendment, in response to the Staff’s comment.

    5.
    Please discuss
    in correspondence any plans the Company, the Company’s Adviser or their respective affiliates have or are considering with
    respect to the prior holders of the expired warrants.

Response:
The Fund confirms that, as of the date hereof, neither it nor any of its affiliates has current plans to conduct an offering or other
transaction that would impact former warrantholders.  However, the Fund reserves the right, subject to approval from its board of
directors, to conduct a private or public offering of debt or equity securities to existing holders or to new investors in the future
so long as any such offering is consistent with the federal securities laws. The Fund further believes that previewing any future
transaction or even the possibility of such a transaction in a response letter that will be made public is not appropriate as it may
have the effect of conditioning the market for such securities.

    6.
    We refer
    to your disclosure under “Material Relationships with Selling Stockholder” on page 62 of the prospectus where you indicate
    that “Other than in connection with the transactions described below, we have not had any material relationships with the Selling
    Stockholder in the last three (3) years.”  Please revise to reference the relationships between the Company and the
    Selling Stockholder.

Response:
The Company respectfully advises the Staff that the description of the Company’s material relationship with the Selling Stockholder
has been revised in the Amendment in response to the Staff’s comment.

    Karen
    Rossotto, Senior Counsel

    December
    20, 2023

    Page
    3

    7.
    We refer
    to the disclosure on page 64 in the “Plan of Distribution” section that relates to the “writing or settlement of
    options or other hedging transactions.” Please confirm in correspondence that these transactions would not involve short sales
    of the Company’s shares.

Response:
The Company respectfully advises the Staff that the “writing or settlement of options or other hedging transactions”
will not involve short sales of the Company’s shares by the Selling Stockholder.

    8.
    On page
    S-6 of the Statement of Additional Information, please update the term of office for Travis Mason, one of the Company’s Independent
    Directors.

Response:
The Company respectfully advises the Staff that Travis Mason’s term of office has been updated in the Amendment to reflect
Mr. Mason’s re-election as a Class I member of the board of directors of the Company on December 7, 2023, to serve until the 2026
annual meeting of shareholders and until his successor is duly elected and qualified.

*        *        *

If
you have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0262.

    Sincerely,

    /s/ Owen J. Pinkerton

    Owen J. Pinkerton

    cc:
    Steven
    B. Boehm, Esq., Eversheds Sutherland (US) LLP

    David
    Manion, Securities and Exchange Commission

    Sohail
    Prasad, Destiny Tech100 Inc.

CORRESP
1
filename1.htm

    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.com

September 25, 2023

Karen Rossotto, Senior Counsel

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:

On behalf of Destiny
Tech100 Inc. (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff
of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on
September 20, 2023, related to the Company’s proposal to privately offer warrants to its shareholders following effectiveness of
the Registration Statement but prior to the listing of its shares on the NYSE.

 1. From a legal standpoint, the Company must offer warrants to the whole class of shareholders, including
the sponsor, in order to satisfy Section 18(d) of the Investment Company Act of 1940, as amended (the “1940 Act”).  The
language in Section 18(d) is that the warrants would need to be “issued exclusively and ratably to a class or classes of the company’s
security holders …”

Response: The Company acknowledges
the Staff’s comment and confirms that, in accordance with Section 18(d) of the 1940 Act, the warrants will be offered to all the
Company’s shareholders, including the Company’s sponsor, Destiny XYZ, Inc., in proportion to each shareholder’s ownership
of the Company’s common stock in conformity with Section 18(d).

 2. As for the cashless exercise option, the Staff does not think this fits within Section 23(a) of
the 1940 Act, which requires that “no registered closed-end company shall issue any of its securities (1) for services; or (2) for
property other than cash or securities …”

    Karen Rossotto, Senior Counsel

    September 25, 2023

    Page 2

Response: The Company
respectfully advises the Staff that it does not agree that the cashless exercise option would violate Section 23(a) of the 1940 Act because,
in the event that warrants are exercised pursuant to the cashless exercise feature, the Company’s common stock would be issued
in exchange for outstanding warrants held by shareholders. Pursuant to the warrant agreement that each holder would execute, each warrant
holder would be able to exercise his/her warrants 1) by paying an amount of cash equal to the exercise price of the warrants, or 2) pursuant
to the cashless exercise option, whereby warrant holders will receive an amount of shares of the Company’s common stock equal to
a pre-determined formula as set forth in the warrant agreement. The specific formula would be as follows:

   X =  Y (A-C)

A

    Where
    X =
    the number of shares of Common Stock to be issued to the Warrant Holder

    Y =
    the number of shares of Common Stock being exercised under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled

    A =
    the closing price of the Common Stock on the New York Stock Exchange

    C =
    Warrant Exercise Price

In either scenario described above, the
issuance of shares would comply with Section 23(a). With respect to the cashless exercise option, if a holder were to submit an exercise
request using the cashless exercise feature, he/she would acquire shares in exchange for the requisite number of warrants necessary to
acquire such shares. The warrants themselves give the holders the right to acquire shares, either in cash or through the cashless exercise
feature. As previously communicated to the Staff, the cashless exercise feature is only available if the closing market price exceeds
the exercise price during the exercise period. If the closing market price is equal to and is less than the exercise price, the cashless
exercise feature would not be available. Issuing shares of common stock in exchange for warrants, which are outstanding securities, is
permissible under Section 23(a).

For example, assume warrant holder
#1 holds 100 warrants to acquire 100 shares and exercises their rights by paying the exercise price in cash and warrant holder #2
holds 100 warrants to acquire 100 shares and exercises their rights via the cashless exercise option pursuant to the formula above.
Further assume that the exercise price is $10.00 per share and the closing market price is $15.00 per share on a date within the
exercise period. If warrant holder #1 decides to exercise 50 of their warrants, they would acquire 50 shares in exchange for $500 in
cash. Following the transaction, warrant holder #1 would hold 50 warrants. If warrant holder #2 decides to exercise 50 of their
warrants, they would acquire 16.67 shares in exchange for the 50 warrants. Following the transaction, warrant holder #2 would hold
50 warrants.

    Karen Rossotto, Senior Counsel

    September 25, 2023

    Page 3

In both scenarios above, the warrant holder
is exchanging either cash or securities for the shares exercisable pursuant to the warrants. Section 23(a) on its face is clear that shares
issuable in exchange for cash or securities are permitted by a registered closed-end fund.

It is worth noting that the cashless exercise
option, while beneficial to the warrant holders in the event the market price of the Company’s common stock trades at a premium
to the exercise price, is less dilutive to the Company’s shareholders who do not participate in the warrant offering or do not otherwise
exercise their warrants, because the number of shares issued in connection with the cashless exercise option (as illustrated above) will
necessarily be less than the number of shares issued if the warrant exercise price was instead paid in cash.

 3. In addition, the Staff questions whether $0.05 per warrant is adequate consideration for the warrants.
If not, they are being issued for something other than cash.

Response: The Company respectfully
advises the Staff that there is no statutory requirement that consideration be “adequate” nor are we aware of guidance that
would define what is and what is not adequate. Because of the limitations contained in Section 18(d) of the 1940 Act, which, for example,
limit the exercise period to 120 days, coupled with the fact that the Company’s shares have no history of public trading and may
trade at a discount following listing, the Company believes that the offering price of $0.05 per warrant is reasonable. In addition, since
the offering will be made to all holders of the Company’s shares at the time of the offering and will be made ratably to all shareholders,
there is less potential for dilution to shareholders.

* * *

If you have any questions or additional comments concerning
the foregoing, please contact me at (202) 383-0262.

    Sincerely,

    /s/ Owen J. Pinkerton

    Owen J. Pinkerton

    cc:
    Steven B. Boehm, Esq., Eversheds Sutherland (US) LLP

    Jay Williamson, Securities and Exchange Commission

    David Manion, Securities and Exchange Commission

CORRESP
1
filename1.htm

    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

August 25, 2023

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 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 August 18, 2023, regarding Pre-Effective Amendment No. 5 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 June 29,
2023. 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

 1. Please discuss in correspondence why the December 31, 2022 Form N-CSR and June 30, 2022 Form N-CSRS
were not filed timely in accordance with Rule 30b2-1 of the Investment Company Act of 1940, as amended (the “1940 Act”).
Please include why Form 12b-25s were not filed as part of your discussion.

Response: The Company respectfully
advises the Staff that the Form N-CSR for the year ended December 31, 2022 and the Form N-CSRS for the period ended June 30, 2022 were
filed outside the timeframes provided in Rule 30b2-1 of the 1940 Act, due to the fact that the audit of the financial statements for the
year ended December 31, 2021 were not finalized until November 30, 2022. As a result, all required filings under the 1940 Act following
the Fund’s registration in May 2022 were delayed significantly. The Company acknowledges the requirements found in Rule 12b-25 under
the Securities Exchange Act of 1934 (the “Exchange Act”) and has added control procedures designed to ensure that a Form 12b-25 will
be filed in the event of any late filing under the 1940 Act in the future.

The Company advises the Staff that it does
not expect future filings to be delinquent and anticipates that its semi-annual report on Form N-CSRS for the period ended June 30, 2023
will be filed in a timely fashion.

    David Manion

    August 25, 2023

    Page 2

 2. In November 2022, the Company was notified that the warrants issued with the SAFEs did not comply with
the 1940 Act.  The Company responded in December 2022.  No adjustments were made to the carrying value of the warrants in connection
with the determination that the warrants did not comply with the 1940 Act.  Please discuss supplementally whether any consideration
was made to include noncompliance of the warrants within the valuation reported at December 31, 2022.

Response: The Company respectfully
advises the Staff that no determination regarding the validity of the warrants under the 1940 Act was made in November 2022. Specifically,
on September 29, 2022, the Staff issued the following comment:

In your prior response letter, it was stated
that the expiration date of the Warrants in 2026 does not violate Section 18(d) of the Investment Company Act of 1940, as amended, because
the Warrants were issued in connection with the Private Offering while the Company operated as a private fund exempt from registration
under Section 3(c)(7) of the 1940 Act. As support for this position, it was stated that the issuance of the Warrants was consistent with
the no action position taken by the staff in The South American Fund N.V. (September 2, 1993). Please explain to us how the Company’s
factual circumstances are similar to the company at question in the South American Fund no-action letter and why allowing the Warrants
to remain outstanding is consistent with Section 48 of the 1940 Act.

The Company provided a written response
to such comment on December 1, 2022 in which it provided additional support for its view that the issuance of the warrants was consistent
with prior no-action positions taken by the Staff. The Company’s response was reviewed by the Staff, which ultimately conveyed its
position to outside counsel on March 17, 2023 that it did not agree that the issuance of the warrants was consistent with prior no-action
positions and that the warrants had, therefore, expired 120 days following the Company’s registration under the 1940 Act.

As of December 31, 2022, no final disposition
had been communicated to the Company or outside counsel. While it was understood that there was uncertainty as to whether the warrants
would be deemed to be in compliance with the 1940 Act, the Fund did not adjust the value of the liabilities associated with the warrants
because the likelihood that the warrants would be deemed to be in compliance or not in compliance with the 1940 Act was not readily determinable
at that time. In addition, if the warrants were deemed to be in compliance with the 1940 Act, the value of the liabilities would equal
the full amount of the fair value as determined by the Company’s third party valuation firm, but if the warrants had expired, they
would be valued at $0. Adjusting the valuation to 50% or some other value would inherently be false as the value would either
be 100% or 0%. Without a final determination, the Company determined to not adjust the valuation as of December 31, 2022.

Following the determination by the Staff
in March 2023, the Company explored ways to make warrantholders whole through the issuance of new warrants that would comply with the
provisions of the 1940 Act, and the intent to issue replacement warrants was discussed with the Staff. Assessing the value of replacement
warrants was speculative and not determined at the time, but to the extent that such warrants would be issued, there would be value associated
with them, which further supported the determination to not write down the value of the warrant liabilities prior to a final determination
as to whether the warrants complied with the 1940 Act.

Finally, the Company notes that the warrant
liabilities were valued at $0 for the quarter ended March 31, 2023, which is the first quarter following the date that the Staff communicated
to outside counsel that the warrants had, in their view, expired. The Company believes that there is no basis to require that the 2022
audited financial statements be restated and that doing so would provide no benefit to stockholders and would, instead, result in additional
expenses at the fund level and thus to shareholders and a further delay in the listing of the Company’s shares on the NYSE.

    David Manion

    August 25, 2023

    Page 3

 3. The Staff notes that a material weakness was reported in the Form N-CSRS for the period ended June
30, 2022.  Please supplementally provide additional details regarding the material weakness and the subsequent remediation and enhancement
of internal controls.

Response: The Company respectfully
advises the Staff that, as reported in the Company’s semi-annual report to shareholders for the period ended June 30, 2022, the
Company’s auditor identified a material weakness associated with the operation of controls over the proper recording of complex
one-time accounting assessments and valuations from third parties of SAFE Note conversion accounting and Warrant liability fair value
calculations. In response to the identification of the material weakness, the Company has enhanced its controls and review procedures
of controls over the proper recording of complex one-time accounting assessments and valuations from the third-party valuation firm who
was engaged to value the liabilities associated with the SAFEs and warrants. The methodology employed by such valuation firm was reviewed
and approved by the Company’s accounting staff and auditors.  Additionally, the enhanced controls have been reviewed by the
auditors.

As disclosed in the Fund’s N-CSR for
the year ended December 31, 2022, the Company disclosed that the remediation efforts taken were considered to be appropriate in order
to address the material weakness. However, a period of time during which the controls are in place is necessary to demonstrate full remediation.
The Company advises the Staff that the semi-annual report on Form N-CSRS for the period ended June 30, 2023 will report that the material
weakness has been fully remediated.

In addition, in light of the Staff’s
position that the Company’s then outstanding warrants expired 120 days after the Company registered under the 1940 Act, even if
the Company had not fully remediated the material weakness, the fact that the warrants are no longer subject to fair valuation renders
the material weakness moot.

 4. Please discuss in correspondence whether the Company is current with its regulatory filings and any
reason as to whether any filings are overdue.  For example, the Staff notes that the Company has not filed a Form N-CEN for the period
ended December 31, 2022.

Response: The Company advises the
Staff that it believes it is current with its required regulatory filings. With respect to the question related to Form N-CEN, the Company
refers the Staff to Rule 30a-1, which states (in relevant part):  “A registered investment company that has filed a registration
statement with the Commission registering its securities for the first time under the Securities Act of 1933 is relieved of this reporting
obligation with respect to any reporting period or portion thereof prior to the date on which that registration statement becomes effective
or is withdrawn.” Since the Registration Statement has not yet been declared effective, the Company is not required to make an N-CEN
filing.

 5. Please discuss in correspondence why the December 31, 2022 audited financial statements do not include
Financial Highlights related to the period ended December 31, 2021.  The Staff notes that the Company presents a statement of changes
in net assets for the period ended December 31, 2021.

Response: The Company respectfully
advises the Staff that in accordance with the American Institute of Certified Public Accountants, Audit and Accounting Guides, Chapter
7, Financial Statements of Investment Companies, Section 7.173 and 7.174 Statement of Changes in Net Assets, the Company was not required
to present its financial highlights for the year ended December 31, 2021 due to the fact that for the period covered by the report, all
share classes outstanding were owned by the Company’s sponsor, Destiny XYZ Inc. As of December 31, 2021, the only class of ownership
interests was the common stock held by Destiny XYZ. As of such date, the Company had raised capital through the offer and sale of SAFEs,
but the SAFEs did not represent an ownership interest in the Company and were, therefore, not required to be presented in the Financial
Highlights.

    David Manion

    August 25, 2023

    Page 4

 6. As noted above, the audited financial statements for the period ended December 31, 2022 includes a
statement of changes in net assets that covers both 2022 and 2021.  However, the audit report does not reference the period ended
December 31, 2021.  Please file an amendment to the 2022 Form N-CSR to include an audit report that covers all periods covered by
the financial statements.

Response: The Company hereby undertakes
to file an amendment to the Form N-CSR for the period ended December 31, 2022 to include an updated audit report that covers all periods
covered by the financial statements contained therein.

*	           *         	*

If you have any
questions or additional comments concerning the foregoing, please contact me at (202) 383-0262.

    Sincerely,

    /s/ Owen J. Pinkerton

    Owen J. Pinkerton

    cc:

    Steven B. Boehm, Esq., Eversheds Sutherland (US) LLP

    Karen Rossotto, Esq., Securities and Exchange Commission

    Sohail Prasad, Destiny Tech100 Inc.

CORRESP
1
filename1.htm

    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

July 12, 2023

Karen Rossotto, Senior Counsel

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:

As requested by the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “SEC”), this letter serves to present the position of
the Staff related to the Warrants (as defined below) issued by Destiny Tech100 Inc. (the “Company”) as communicated to us
telephonically and to describe the actions that have been taken and will be taken by the Company in response thereto.

Background

The Company was formed on November 18, 2020 as a Maryland
corporation and operated as a private fund exempt from registration pursuant to Section 3(c)(7) of the Investment Company Act of 1940,
as amended (the “1940 Act”), from its commencement of operations in January 2021 until May 13, 2022, when the Company registered
as an investment company under the 1940 Act through the filing of Form N-8A with the SEC.

In January 2021, the Company commenced a private offering
(the “Private Offering”) of Simple Agreements for Future Equity (“SAFEs”) pursuant to Rule 506(b) under the Securities
Act of 1933, as amended, to a limited number of qualified purchasers, as such term is defined under Section 2(a)(51)(A) of the 1940 Act.
As additional consideration in connection with the offer and sale of the SAFEs, the Company issued to investors warrants (the “Warrants”)
to purchase additional shares of the Company’s common stock at a purchase price of $11.50 per Warrant, subject to certain adjustments
set forth in the SAFE Agreement entered into between the Company and purchasers of SAFEs. Pursuant to the terms of the Warrant Agreement,
the Warrants had an expiration date of January 1, 2026.

In written comments provided by the Staff on June
13, 2022 regarding the Company’s Registration Statement on Form N-2, the Staff noted that the expiration date of the Warrants was
beyond 120 days from the date of issuance and asked the Company for an analysis as to how the issuance of the Warrants complied with
Section 18(d) of the 1940 Act. In correspondence filed with the SEC on July 8, 2022 and December 1, 2022, the Company presented its position
as to why the issuance of the Warrants was consistent with prior No Action Letters published by the Staff and did not violate Section
18(d) of the 1940 Act.

    Eversheds
    Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds
    Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

      1

    Karen Rossotto, Senior Counsel

    July 12, 2023

    Page 2

Conclusion

During a telephone conversation on March 17, 2023,
the Staff expressed its view that the facts surrounding the issuance of the Warrants was not consistent with prior No Action positions
taken by the Staff and, therefore, the Warrants expired 120 days following the Company’s registration as an investment company under
the 1940 Act. The Company accepted the SEC’s position and backdated the Warrants as having expired 120 days following May 13, 2022,
the date of the Company’s registration as an investment company.

In order to make investors in the Private Offering
whole, and as described more fully in the Registration Statement, the Company obtained approval from its board of directors to issue to
all former SAFE holders replacement warrants in the same proportion as the Warrants that were issued in the Private Offering. The replacement
warrants are expected to be issued immediately prior to the listing of the Company’s shares on the NYSE and will have the following
terms: an exercise price equal to the Company’s NAV per share as of the date of issuance; a cashless exercise option; and an expiration
date 119 days after the date of issuance in compliance with Section 18(d) of the 1940 Act.

*       *       *

If you have any questions or additional comments concerning
the foregoing, please contact me at (202) 383-0262 or Steven Boehm at (202) 383-0176.

    Sincerely,

    /s/ Owen J. Pinkerton

    Owen J. Pinkerton

    cc:

    Steven B. Boehm, Esq., Eversheds Sutherland (US) LLP

    Jay Williamson, Securities and Exchange Commission

    David Manion, Securities and Exchange Commission

    Sohail Prasad, Destiny Tech100 Inc.

      2

CORRESP
1
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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

June 5, 2023

Karen Rossotto, Senior Counsel

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:

On behalf of Destiny
Tech100 Inc. (the “Company”), set forth below are the Company’s responses to the oral legal comments provided by the
staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
on April 21, 2023, regarding Pre-Effective Amendment No. 3 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 February
13, 2023. 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. References to “prior response”
refer to the Company’s correspondence filed with the SEC on February 13, 2023.

LEGAL COMMENTS

PROSPECTUS

 1. Refer to your prior response to comment 16. Please confirm the Company
has not provided current shareholders information about portfolio holdings beyond what is discussed in the Registration Statement, and
that the Company is not aware of any positions that any current shareholder has in a portfolio company that would provide such shareholder
with material nonpublic information.

Response: The Company confirms that
it has not provided current shareholders information about portfolio holdings beyond what is disclosed in the Registration Statement or
other public filings with the SEC. The Company notes that it does not have information regarding the investments held by its current shareholders
other than in the Company itself, but also confirms that it is unaware of any positions that any current shareholder has in the Company’s
portfolio companies that would provide such shareholder with material nonpublic information.

The Company (page
10)

 2. Refer to your prior response to comment 23. With respect to your footnote disclosure regarding investments
in forward contracts held through single asset special purpose vehicles, please provide additional disclosure, including who the parties
are to the forward contract, who forms the SPVs, who sells them so that investors are better able to understand the nature of such investments.
Please note that the Chief Counsel’s office of the SEC is also reviewing this disclosure.

February 13, 2023

    Karen Rossotto, Senior Counsel

    Page 2

Response: The Company notes that
single asset special-purpose vehicles (“SPVs”) are separate legal entities formed for the express purpose of pooling capital
to invest in a single security. SPVs are typically formed by venture capital fund managers to allow investors, like the Company, to take
smaller positions in private companies than may otherwise be available if the investor invested directly in the private company, or to
have access to investment opportunities that may not be available directly. SPVs differ from “funds” in that they are required
to invest in a single security, which is identified in advance and communicated to potential investors, whereas a fund is actively managed
and invests in a number of different securities. Since an SPV owns a single asset (the securities of a private company), the vehicle has
minimal costs and low fees, which can be waived in side letters with certain investors. SPVs can be an efficient method of investing in
startup companies due to the simplicity of the structure and the efforts of the SPV manager in providing access to and acquiring securities
of the private company.

SPVs are also useful for private startup
companies in that they simplify the capitalization table by having a single holder rather than a large number of individual holders. In
addition, in terms of voting rights, the SPV is the record holder and has the ability to vote the shares it holds on behalf of its members,
which can be more efficient for the private company.

SPV interests are sold to investors through
private offerings conducted pursuant to Regulation D of the Securities Act of 1933, as amended.

The Company has revised its disclosure in
footnote (1) as follows:

“(1) Investment held through a single-asset
SPV. The Company has an ownership interest in the SPV, whose sole assets are shares of the underlying private company.”

The Company has revised its disclosure in
footnote (2) as follows:

“(2) Investment held through a single-asset
SPV that holds forward contracts. The Company has an ownership interest in the SPV, whose sole assets are forward contracts to acquire
shares of the underlying private company. Forward contracts involve the future delivery of shares of the portfolio company upon such securities
becoming freely transferable or upon the removal of legends that restrict the transfer of such securities. The counterparties to the forward
contracts are the shareholders of the private company who own the restricted shares. The Company does not have information as to the identities
of the specific counterparties (the shareholders of the private company); however, counterparty risk is mitigated by the fact that there
is not a single counterparty on the opposite side of the forward contracts and the sole obligation of the counterparties is to transfer
shares following such time as the shares become freely transferable.”

Cover Page

 3. Please revise the prospectus cover page to include disclosure indicating the possibility that the Fund
could incur leverage and provide a cross-reference to the risk factor related to leverage.

Response: The prospectus cover page
has been revised accordingly.

February 13, 2023

    Karen Rossotto, Senior Counsel

    Page 3

Plan of Distribution
(page 63)

 4. We refer to your disclosure on page 63 of the Prospectus under “Plan of Distribution” that
selling stockholders may engage in hedging transactions, sell shares short or loan or pledge the securities to broker-dealers.  If
Destiny XYZ has any intention of entering into such transactions, we may have further comment.  If not, please revise your disclosure
to remove these sentences.

Response: The Company confirms that,
with respect to the Company’s shares, Destiny XYZ has no intention to engage in hedging transactions, sell shares short or loan
or pledge the securities to broker-dealers. The Company has removed the above referenced disclosure.

STATEMENT OF ADDITIONAL INFORMATION

Management of the Company
(S-5)

 5. We refer to the director table in the Statement of Additional Information on page S-6.  Please
revise the header in the last column to include any directorships held during the last five years and update, to the extent necessary.

Response: The Registration Statement
has been revised accordingly.

*	           	*           	*

If you have any
questions or additional comments concerning the foregoing, please contact me at (202) 383-0262.

    Sincerely,

    /s/ Owen J. Pinkerton

    Owen J. Pinkerton

February 13, 2023

    Karen Rossotto, Senior Counsel

    Page 4

    cc:

    Steven B. Boehm, Esq., Eversheds Sutherland (US)
    LLP

    Jay Williamson, Securities and Exchange Commission

    Sohail Prasad, Destiny Tech100 Inc.

CORRESP
1
filename1.htm

    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

CORRESP
1
filename1.htm

        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

November 30, 2022

Karen Rossotto, Senior Counsel

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:

On behalf of Destiny Tech100 Inc. (the
“Company”), set forth below is the Company’s supplemental response to Comment #12(d) from the comment
letter issued by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) on June 13, 2022. This supplemental response is designed to address concerns voiced
by the Staff in a call with counsel on September 29, 2022 related to the Company’s prior response to such comment. Capitalized
terms used but not defined herein have the meanings ascribed to such terms in the Registration Statement.

COMMENT RELATED TO PRIOR RESPONSE
LETTER

 1. In your prior response letter, it was stated that the expiration
date of the Warrants in 2026 does not violate Section 18(d) of the Investment Company Act of 1940, as amended, because the Warrants
were issued in connection with the Private Offering while the Company operated as a private fund exempt from registration under
Section 3(c)(7) of the 1940 Act. As support for this position, it was stated that the issuance of the Warrants was consistent with
the no action position taken by the staff in The South American Fund N.V. (September 2, 1993). Please explain to us how
the Company’s factual circumstances are similar to the company at question in the South American Fund no-action letter and
why allowing the Warrants to remain outstanding is consistent with Section 48 of the 1940 Act.

Background

The Company was formed on November 18,
2020 as a Maryland corporation and operated as a private fund exempt from registration as a management investment company under
the Investment Company Act of 1940, as amended (the “1940 Act”). The Company relied on the exception from registration
found in Section 3(c)(7) of the 1940 Act from its inception until May 13, 2022, when the Company registered as an investment company
through the filing of Form N-8A with the Commission.

Eversheds Sutherland (US) LLP is part
of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For
a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

      1

        Karen Rossotto, Senior Counsel

        November 30, 2022

        Page 2

In January 2021, the Company commenced
a private offering (the “Private Offering”) of Simple Agreements for Future Equity (“SAFEs”)
pursuant to Rule 506(b) under the Securities Act of 1933, as amended, to a limited number of qualified purchasers, as such term
is defined under Section 2(a)(51)(A) of the 1940 Act. As additional consideration in connection with the offer and sale of the
SAFEs, the Company granted to investors warrants (the “Warrants”) to purchase additional shares of the Company’s
common stock at a purchase price of $11.50 per Warrant, subject to certain adjustments set forth in the SAFE Agreement entered
into between the Company and purchasers of SAFEs (the “SAFE Agreement”). Pursuant to the terms of the Warrant
Agreement, the Warrants had an expiration date of January 1, 2026.

Throughout 2021 and the first part of
2022, the Company was fully operational as a private fund. It raised an aggregate of nearly $100 million and
deployed approximately $73 million in investments in 21   portfolio companies, consistent with its investment objective and
strategy as detailed in the PPM. This activity stands in contrast to funds that raise capital privately and commence
activities following registration under the 1940 Act. The Company deployed proceeds from its private offering expeditiously
and otherwise conducted its operations pursuant to its exception from registration found in Section 3(c)(7) of the 1940
Act.

As further described below, the Company
believes that the issuance of the Warrants did not violate Section 18(d) of the 1940 Act and was consistent with prior no-action
positions taken by the staff of the Commission.

Statutory Language and Commission Interpretations

Section 18(d) of the 1940 Act declares
it unlawful

for
any registered management company to issue any warrant or right to subscribe to or purchase a security of which such
company is the issuer, except in the form of warrants or rights to subscribe expiring not later than 120 days after their issuance…
(emphasis added).

The
express language of Section 18(d) makes it clear that only the issuance of warrants by registered investment companies that surpass
the 120-day limit is prohibited. The Commission has confirmed this position through the issuance of two separate no-action letters.
In Surfcastle, Inc., (Apr. 13, 1988) (“Surfcastle”), the Commission stated that “[s]ection
18, contrary to section 61(b) [which applies to business development companies], prohibits the issuance of specified securities
and the sale of those securities unless the company complies with the capital structure requirements of that section. Thus, a company
subject to section 18 does not have to change its capital structure before it becomes registered.” In The South
American Fund N.V. (September 2, 1993) (“South American Fund”), the Commission stated that “a company
whose capital structure does not comply with Section 18 may thus register with the Commission as an investment company without
changing its capital structure.” In South American Fund, the staff included a footnote that stated, in part, that “fund[s]
that issue long-term warrants prior to registering with the Commission for the purpose of evading the 1940 Act’s capital
structure requirements ... violate Section 48(a) of the 1940 Act.”

      2

        Karen Rossotto, Senior Counsel

        November 30, 2022

        Page 3

In South American Fund, the issuer issued
units, which consisted of a warrant and common shares, to investors while the issuer was not subject to regulation under the 1940
Act. In connection with the issuer’s reorganization in the U.S. and intent to register as a closed-end fund under the 1940
Act, the issuer sought relief from the staff of the Commission to not have to redeem such warrants upon its registration under
the 1940 Act. The Staff provided no action relief to the issuer, subject to a number of conditions. In connection with providing
such relief, the Staff noted that the legislative history of the 1940 Act made clear that a company whose capital structure does
not conform to Section 18 of the 1940 Act at the time of registration is not required to change its capital structure upon registration.

In the South American Fund NAL, the Staff
required that the issuer list the warrants on the same exchange as the exchange where the common shares would be listed and required
the issuer to confirm that it would not conduct a rights offering at or below net asset value while the warrants were outstanding.
Further, the Staff required the issuer to undertake to obtain stockholder approval as soon as reasonably practicable after registration
to be able to issue shares below net asset value in recognition of the fact that warrants may be exercised at a price below net
asset value, which would otherwise be prohibited under Section 23(b) of the 1940 Act.

As noted in our prior response letter,
dated July 8, 2022, the Company believes that its operating history is consistent in many ways with the facts of South American
Fund. Further, the Company agrees to comply with the material conditions set forth in South American Fund. For example, the Company
has no intent to and hereby undertakes to not conduct a rights offering at a price below net asset value during the period when
the warrants remain outstanding. In addition, the Company hereby undertakes to seek stockholder approval to issue shares below
net asset value at its next annual meeting of stockholders in recognition of the fact that warrants could be exercised at a price
below net asset value. Finally, the Company intends to provide disclosure of the existence and terms of the warrants in its periodic
reports filed with the SEC and provided to stockholders as well as on its website.

As more fully discussed below, as the Company
was not registered under the 1940 Act when the Warrants were issued, the only way that the issuance of the Warrants would be prohibited
is if the Warrants were issued for the purpose of evading the 1940 Act’s capital structure requirements. Based on the facts
and circumstances noted below, the Company does not believe that it is appropriate for the Staff to take the position that the
Warrants were issued in order to evade the capital structure requirements set forth in Section 18.

1. The Company Was Not Registered,
Nor Required to Register, as a Management Company When the Warrants were Issued.

As mentioned above, at the time the Company
issued the Warrants, the Company conducted operations as a private fund exempt from registration pursuant to Section 3(c)(7) of
the 1940 Act, and, hence, was not registered as a management company under the 1940 Act, nor required to register. This is consistent
with South American Fund, where the issuer was not registered nor required to register, under the 1940 Act at the time it issued
the warrants in question.

      3

        Karen Rossotto, Senior Counsel

        November 30, 2022

        Page 4

2. The Warrants Were Issued
Before the Company Decided to Register as a Management Company and Were Not Issued For the Purpose of Evading the 1940 Act’s
Capital Structure Requirements.

The Company offered and sold SAFEs as opposed
to shares of common stock for a number of reasons, one of which was the substantial uncertainty as to whether the Company would
be successful in raising capital through the Private Offering and whether it would seek to register as a management investment
company under the 1940 Act or instead liquidate its holdings and wrap up operations after a fixed initial term. The SAFEs offered
and sold in the Private Offering were not transferable and only had potential liquidity in the event of an optional or mandatory
conversion, as described in the SAFE Agreement, or the liquidation of the Company’s assets. As described in the private placement
memorandum used to offer and sell SAFEs in the Private Offering (the “PPM”), a “mandatory conversion”
of SAFEs to shares of common stock would take place if there was a direct listing of the Company’s shares of common stock
on a national securities exchange or the closing of an underwritten initial public offering of shares.

In the PPM the Company clearly stated that
it would liquidate its holdings and wind down operations unless the Company engaged in a transaction that would result in a “liquidity
event” within three years following the date of the last SAFE sold in the Private Offering. Specifically, the PPM disclosed
on page 12 under the heading “Liquidity Event”:

The Board will use its commercially
reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner following the three (3) year anniversary
of date of issuance of the last SAFE issued, unless (i) the Company has consummated, or is in the process of consummating, a Liquidity
Event (as defined below) or (ii) the term is extended for up to two additional one-year periods, in the sole discretion of the
Adviser. A “Liquidity Event” is defined as any of the following: (x) an initial public offering or an
initial listing of the Common Stock on a national securities exchange (a “Public Listing”), or
(y) the sale of substantially all assets of the Company. In connection with any Public Listing, we would be required to
register as an investment company under the 1940 Act.

While registration under the 1940 Act in
order to complete a transaction that would result in the conversion of SAFEs to shares of common stock was one liquidity option,
it was only one option presented to investors and was not anticipated at the time the SAFEs were offered and sold. Further, investors
were cautioned not to invest in the SAFEs if they desired liquidity as there was no assurance that the SAFEs would be converted
to shares of common stock or that the Company would seek to commence or complete a liquidity event. Registering as an investment
company under the 1940 Act and listing the shares of common stock on a national securities exchange was not conveyed to investors
as a preferred outcome or the most likely outcome. In fact, management of the Company had not previously managed a registered fund
and was uncertain as to whether it would be able to raise sufficient capital to effectuate a public listing or conduct an initial
public offering. Further, management had not previously operated under the 1940 Act and, at the time of the Private Offering, had
not engaged service providers or taken any other actions to assist in complying with the regulations under the 1940 Act, which
would be required to operate thereunder.

      4

        Karen Rossotto, Senior Counsel

        November 30, 2022

        Page 5

Finally, in order to list shares on a national
securities exchange, a fund is required to meet the exchange’s listing standards, which include, among other things, a minimum
amount of assets under management, a sufficient number of record holders and approval from the exchange in order to list. It was
not foreseeable at the time the Private Offering commenced that the Company would be able to achieve any of these milestones in
order to list its shares on a national securities exchange. In addition to these factors, an underwritten initial public offering
requires engaging an investment bank to buy shares on a firm commitment basis and sell such shares to its customers. Engaging in
an IPO is a time-consuming and expensive endeavor, especially for a newly-formed sponsor, and has no guarantee of success. For
a newly-formed sponsor, while either option was a possibility, neither was seen as likely or foreseeable at the time the Private
Offering was launched and were not disclosed in such manner in the PPM.

Because of the level of uncertainty at
the time of the Private Offering related to the whether and when the Company would seek a liquidity event, regardless of the form
of such liquidity event, the Company does not believe that it is accurate to suggest that the issuance of the Warrants violated
Section 48(a) of the 1940 Act, since it was not foreseeable at such time that the Company would register as an investment company.
Section 48(a) states that “It shall be unlawful for any person, directly or indirectly, to cause to be done any act or thing
through or by means of any other person which it would be unlawful for such person to do under the provisions of this title or
any rule, regulation, or order thereunder.” A violation of Section 48(a) of the 1940 Act requires that the Company would
have known or reasonably would have anticipated that it would first effect a transaction that would result in the conversion of
the SAFEs to shares and then register under the 1940 Act. As demonstrated above, the Company does not believe that such an outcome
was reasonably anticipated when the Warrants were issued and, therefore, such issuance did not violate Section 48(a) of the 1940
Act.

Conclusion

As a result of the foregoing, the Company
believes that the issuance of the Warrants was permitted under the 1940 Act. Pursuant to South American Fund, the issuance of the
Warrants was permitted since the Company was not registered under the 1940 Act or required to register thereun

CORRESP
1
filename1.htm

        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

November 30, 2022

Karen Rossotto, Senior Counsel

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:

On behalf
of Destiny Tech100 Inc. (the “Company”), set forth below are the Company’s responses to the oral comments provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) on August 25, 2022 regarding Pre-Effective Amendment No. 1 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 July 8, 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.

COMMENTS RELATED TO PRIOR RESPONSE
LETTER

 1. In your prior response letter, it was stated that the Company’s listing application with
NYSE will need to be approved prior to the effectiveness of the Registration Statement in order to provide for a market for the
Company’s shares. Please provide the same disclosure in the Registration Statement.

Response: The Company
respectfully advises the Staff that it has included a corresponding disclosure on the Prospectus cover page.

 2. In addition to the disclosure on the risks associated with investing in venture capital-stage
companies included on the Prospectus cover page, please provide a specific cross-reference to the disclosure on pages 17-18, Risks
associated with investments in rapidly growing venture-capital-backed emerging companies.

Response: The Company
respectfully advises the Staff that it has provided the requested cross-reference.

 3. In your prior response letter, you stated that the special purpose vehicles (“SPVs”)
that the Company may invest in are not controlled by the Company or its affiliates and are not subsidiaries of the Company. However,
on p. 33 of the Prospectus you state that the Company may conduct certain investment activities through “taxable subsidiaries”.
Please explain whether the Company has control over “taxable subsidiaries” and whether they should be consolidated.

      1

        Karen Rossotto, Senior Counsel

        November 30, 2022

        Page 2

Response: The Company
respectfully advises the Staff that currently it does not conduct any investment activities through “taxable subsidiaries.”
The disclosure referenced by the Staff found in the Risk Factors section of the Prospectus was intended to provide applicable disclosure
in the event the Company were to invest through taxable subsidiaries in the future. After further review, the Company has determined
to delete this disclosure as it is not applicable to its current investment strategy.

 4. Additionally, please provide additional information related to the SPVs in which you intend
to invest, including the following: (i) who the investors are in SPVs; (ii) what rights the Company has as an investor in an SPV;
(iii) what kind of assets are held by SPVs; (iv) how investments in SPVs are valued; (v) who is responsible for the management
of the SPVs; and (vi) what are the fees the Company has to pay in order to invest in SPVs.

Response:  The Company
respectfully advises the Staff that the SPVs that the Company invests in are vehicles designed to provide the Company and other
investors access to securities of an individual private company (each, a “Private Issuer”). SPVs are
organized by unaffiliated managers that offer investors the ability to pool capital with other investors in order to invest in
a single security by a Private Issuer. SPVs are generally organized as limited liability companies or limited partnerships, and
the investors are members of the limited liability company or partners of tegh. In investing in an SPV, the Company is one of many
investors and is not privy to the identity of other investors, all of whom invest as part of a private offering conducted pursuant
to Regulation D under the Securities Act of 1933, as amended. All members of the SPV have rights, which are documented in the limited
liability company agreement, subject to the terms of any side letters entered into between a member and the manager of the SPV.

Members of SPVs generally pay
fees to the SPV’s manager in order to cover operating and offering-related costs. As a result of its relationships with a
number of sponsors of SPVs, the Adviser often is able to negotiate favorable fee terms in a side letter, which, in some cases,
eliminate fees that the Company would pay entirely. To the extent the Company pays fees as a result of its investment through an
SPV, such fees would be disclosed in the Fees and Expenses Table in the Registration Statement.

In terms of valuation of interests
held through an SPV, the only underlying assets in the SPV are securities of the Private Issuer for which the SPV was formed, so
the value of the investment would generally equal the fair value of the underlying securities of the Private Issuer, discounted
to take into account any fees paid through the SPV. The Company has engaged a third-party valuation firm to value each of the Company’s
level 3 investments on a quarterly basis, and the values provided by the third-party valuation firm will serve as the basis for
the fair value of such investments as determined by the Adviser subject to oversight by the Company’s Board of Directors.

 5. In addition to your prior response on the Sponsor’s Share Distribution, please provide
additional information on how Destiny XYZ will determine who will receive shares for no consideration. Additionally, please explain
any pre-existing or ongoing relationship among the parties of the share distribution.

Response: The Company
respectfully advises the Staff that Destiny XYZ intends to issue a small number of shares of the Company’s common stock to
individual investors through the Destiny website. Individual recipients of shares issued by Destiny XYZ will not be pre-selected
based on any pre-existing relationship between the investor, Destiny XYZ, the Fund or the Adviser. In fact, it is expected that
recipients of such shares will have no pre-existing relationship with any of the foregoing entities. Following effectiveness of
the Registration Statement, Destiny XYZ intends to broadly market its intention to issue shares to individuals who have a brokerage
account and access the Destiny website on a first-come, first-serve basis. Any individuals that access the Destiny website will
be required to first download an electronic copy of the Prospectus before being able to register to be eligible to receive shares
held by Destiny XYZ. The Company has revised its disclosure in the Plan of Distribution section of the Prospectus to include corresponding
disclosure.

        Karen Rossotto, Senior Counsel

        November 30, 2022

        Page 3

 6. Please confirm in correspondence that none of the provisions of the Company’s governing
documents are designed to limit or alter the fiduciary duties owed under state or federal law.

Response: The Company
respectfully advises the Staff that there is nothing in the Company’s charter that modifies, restricts or eliminates the
duties or liabilities of the Company’s directors or officers (including state law fiduciary duties) or liabilities of the
directors and officers with respect to matters arising under the federal or state securities laws.

PROSPECTUS

 7. If there are certain non-U.S. markets the Company intends
to invest in, please list those markets and include an appropriate risk disclosure on the cover page and in the Prospectus. Additionally,
if the Company is planning on investing in emerging markets, please list those markets and include appropriate risk disclosure
on the cover page and in the Prospectus.

Response: The Company
respectfully advises the Staff that, as disclosed in the Prospectus, the Company may opportunistically invest in non-U.S. issuers,
but the Company does not intend to invest in any specific non-U.S. or emerging markets. The Company currently holds investments
in two non-U.S. issuers, including a company located in Sweden and one located in the United Kingdom. As a result of the foregoing,
the Company has not revised its disclosure.

 8. In addition to the disclosure on investments in venture capital-stage companies, included on
the cover page, please include a cross-reference to the risk factors covering investments in venture capital-stage companies.

Response: The Company
respectfully advises the Staff that it has provided the requested cross-reference.

 9. Please revise the Portfolio Company table, included on page 10, to present forward contracts
separately and differently. For example, please disclose the (i) material terms of the contracts; and (ii) counterparties. Investments
in forward contracts cannot be presented as investments in common stock since the Company does not own shares of the underlying
portfolio company.

Response: The Company
respectfully advises the Staff that it has included a revised Portfolio Company table that presents forward contracts separately
from the Company’s direct investments in equity securities and has included footnote disclosure to provide an overview of
the material terms of the forward contracts as well as the nature of the counterparties to such contracts.

        Karen Rossotto, Senior Counsel

        November 30, 2022

        Page 4

*       *       *

If you
have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0262.

    Sincerely,

    /s/ Owen J. Pinkerton

    Owen J. Pinkerton

 cc: Steven B. Boehm, Esq., Eversheds Sutherland (US) LLP

Jay Williamson, Securities and Exchange Commission

David Manion, Securities and Exchange Commission

Sohail Prasad, Destiny Tech100 Inc.

CORRESP
1
filename1.htm

    Eversheds Sutherland (US) LLP

    700 Sixth Street, NW, Suite 700

    Washington, DC 20001-3980

    D: +1 202.383.0176

    F: +1 202.637.3593

    owenpinkerton@eversheds-sutherland.us

July 8, 2022

Karen Rossotto, Senior Counsel

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:

On behalf of
Destiny Tech100 Inc. (the “Company”), set forth below are the Company’s responses to the written comments provided by
the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
on June 13, 2022 regarding the Company’s registration statement on Form N-2 (as amended, the “Registration Statement”),
including the preliminary prospectus contained therein (the “Prospectus”), which was filed on May 13, 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.

GENERAL

 1. Please inform us supplementally of the history and the circumstances of the formation of the Company.
In doing so, please address the following:

 a. What was the nature of the Company’s pre-registration status and activities? From its inception
until the Company filed a Form N-8A in May this year, what was the Company’s status under the Investment Company Act? As the Company
was not registered as an investment company under the Act, on what exclusion/exemption from the Act was the Company relying? What is the
factual and legal bases supporting such reliance?

Response: The Company respectfully
advises the Staff that it was formed on November 18, 2020 and commenced a private offering (the “Private Offering”) in January
2021 of Simple Agreements for Future Equity (“SAFEs”) pursuant to Rule 506(b) under the Securities Act of 1933, as amended,
to a limited number of qualified purchasers, as such term is defined under Section 2(a)(51)(A) of the Investment Company Act of 1940,
as amended (the “1940 Act”). Prior to the filing of the Form N-8A on May 13, 2022, the Company conducted its operations as
a private fund exempt from registration pursuant to Section 3(c)(7) of the 1940 Act.

 b. Who are the Selling Stockholders, how did they acquire their shares, and what relationships do they
have to the Company and its investments?

Response: The Company respectfully
advises the Staff that the selling stockholders that will be named in a subsequent amendment to the Registration Statement (the “Selling
Stockholders”) acquired shares of the Company’s common stock as a result of the conversion of SAFEs to shares of common stock
that took place on May 11, 2022. Except for Destiny XYZ, Inc., who acquired shares of common stock of the Company in connection with the
Company’s formation, the Selling Stockholders all acquired SAFEs in the Private Offering.

      1

    Karen Rossotto, Senior Counsel

    July 8, 2022

    Page 2

 2. Please inform us of the process by which the Selling Stockholders will be able to sell their common stock. In doing so, please
address the following:

 a. What is the timing of the Company’s public offering? Is the common stock held by the Selling
Stockholders the sole shares offered in the public offering? Or, will the Company file a subsequent registration statement with the Commission
to register shares in connection with the offering (i.e., as the Selling Stockholders “may, or may not, elect to sell their shares”,
will the Company register additional shares in connection with its public offering?) and if not, why not?

Response: The Company respectfully
advises the Staff that it does not intend to offer any of its shares of common stock in a primary offering through the Registration Statement
or a separate registration statement. The purpose of the Registration Statement is to provide a mechanism whereby the Company’s
shares of common stock can be listed on the NYSE in order to provide for a public market for the Company’s shares.

 b. The disclosure on the Cover states that the resale of common stock by Selling Stockholders will be
at “prevailing market prices.” As the resale is not being underwritten and there is no “efficient and sufficient price
discovery” as outlined on pages 28-29 and “no history of [the Company’s common stock] trading in private transactions”
please explain to us how “prevailing market prices” are determined at this time.

Response: The Company respectfully
advises the Staff that in connection with the listing of its shares on the NYSE, the Company will be assigned a designated market maker
(“DMM”) that will assist the Company in determining the opening price on the NYSE based on a number of factors, including,
among other things, the Company’s net asset value, which will be determined in advance of listing, the supply and demand for the
Company’s shares and general market conditions.  The Company expects that its net asset value as of such date will be a principal
factor in determining the opening trading price but that the opening trading price may be a discount to net asset value as a result of
the illiquidity of the Company’s investments, or may be a premium to net asset value if there is significant demand for the Company’s
shares.  Following the determination of the opening market price, the DMM will have a continuing obligation to maintain fair and
orderly markets for the Company’s shares.  The DMM will operate both manually and electronically to facilitate price discovery
during market opens and closes and during periods of substantial trading imbalances or general instability in the markets.

    Karen Rossotto, Senior Counsel

    July 8, 2022

    Page 3

 3. We note that portions of the registration statement are incomplete. We may have additional comments
on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied
supplementally, or on exhibits added in any amendments.

Response: The Company respectfully
advises the Staff that it acknowledges the comment. The incomplete/bracketed portions of the Registration Statement will be finalized
in a subsequent pre-effective amendment to the Registration Statement.

 4. Please inform us if the Company has submitted or intends to submit any exemptive applications or a
no-action request in connection with the Registration Statement, or if the Company anticipates requesting such relief in the future. Please
also inform us of the anticipated timing of any applications or requests for relief.

Response: The Company respectfully
advises the Staff that it intends to submit an exemptive application in order to be able to engage in co-investment transactions with
affiliates. The Company expects to file such application within the next 30 days.

 5. We note your statement that you intend to apply for NYSE listing under the symbol DXYZ. Please advise
the staff when your listing is approved and update disclosure as necessary. In addition, as the secondary market liquidity and pricing
will be influenced by the Selling Stockholders’ activities, please consider the need for detailed risk disclosure regarding the
potential lack of liquidity in Company shares following listing.

Response: The Company respectfully
advises the Staff that it hereby undertakes to update its disclosure when its listing application is approved.

COVER

 6. In the third sentence of the first paragraph, the disclosure states that the resale of stock by Selling
Stockholders “will be made through brokerage transactions on the [NYSE]… .” The disclosure also states there is currently
“no established public trading market for [the Company’s] common stock” and that the Company “intend[s] to apply
to have [its] common stock listed on the NYSE… .” Please clarify in the disclosure how Selling Stockholders may sell their
shares – will an NYSE listing need to be established before they can do so?

Response: The Company respectfully
advises the Staff that its listing application with NYSE will need to be approved prior to the effectiveness of the Registration Statement
in order to provide for a market for the Company’s shares.

 7. Please state clearly on the Cover there are significant risks associated with investing in venture
capital-stage companies. Please briefly reference the specific risks here. Please also provide a specific cross-reference to the disclosure
on pages 17-18, Risks associated with investments in rapidly growing venture-capital-backed emerging companies.

Response: The Company respectfully
advises the Staff that it has revised its disclosure to include the following disclosure on the Prospectus cover page:

“There are significant potential
risks associated with investing in venture capital-stage companies that have complex capital structures, including limited financial resources,
limited operating histories, limited publicly available information, dependence on management and talent efforts of a small group of people
and the increased likelihood of unexpected problems in areas of product development, manufacturing, marketing, financial and general management;”

    Karen Rossotto, Senior Counsel

    July 8, 2022

    Page 4

 8. Please reference the Company’s use of leverage on the Cover and provide a similar cross- reference
to the associated risks.

Response: The Company respectfully
advises the Staff that it does not expect to incur leverage within the 12 months following effectiveness of the Registration Statement.
Therefore, references to leverage on the prospectus cover page have been removed.

PROSPECTUS

 9. On page 1, in Investment Objective, please explain what “equity-linked” securities are.

Response: The Company respectfully
advises the Staff that it has revised its disclosure to include the following definition of “equity-linked” securities on
page 1 of the Prospectus.

“The term “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.”

 10. Also in Investment Objective, the disclosure states “Our investment objective may be changed
by our Board of Directors without prior shareholder approval.” If shareholders will be given notice of a change in the Company’s
investment objective, please disclose so.

Response: The Company respectfully
advises the Staff that it has revised its disclosure to indicate that any change in its investment objective would be communicated to
stockholders at least 30 days prior to such change taking place.

 11. The disclosure on page 3 states that you will make direct equity investments in private companies and
also acquire shares through private secondary marketplaces and purchases from existing shareholders. To help investors understand your
strategy and capabilities, please disclose what percentage of the current portfolio was the result of a direct equity investment in a
portfolio company as compared to secondary purchases. In addition, please ensure your strategy-, risk-, and valuation-related disclosures
are tailored to address the degree to which your investment terms, due diligence, and monitoring ability may vary or be limited by how
you acquire a particular investment.

Response: The Company respectfully
advises the Staff that approximately 71% of its current portfolio is comprised of investments acquired through purchases on secondary
marketplaces. While the Company expects that this will continue to be the primary method by which the Company sources its investments,
the Company may also acquire equity interests in portfolio companies through direct transactions with issuers. The Company has revised
its disclosure accordingly and has included information about its current portfolio in the Summary section.

    Karen Rossotto, Senior Counsel

    July 8, 2022

    Page 5

 12. On page 7, Offering of Simple Agreement for Future Equity (“SAFEs”) you discuss the Company’s
private offering of SAFEs to its investors. Regarding this disclosure, please address the following:

 a. Please explain in plain English in the disclosure what SAFEs are and how they were used by the Company.

Response: The Company respectfully
advises the Staff that it has revised its disclosure to describe SAFEs in plain English and to describe why the Company used SAFEs to
raise capital.

 b. In the penultimate line on page 7, the disclosure states that the “holder will automatically
receive from the Company a number of shares of common stock equal to the Purchase Amount divided by $10.00.” Please define the term
“Purchase Amount”. Please also explain to us how the Purchase Amount and $10.00 conversion price was determined.

Response: The Company respectfully
advises the Staff that it has revised its disclosure to delete the defined term “Purchase Amount” and to indicate that the
number of shares received by each stockholder is equal to the total amount invested by each such investor in the Private Offering divided
by $10.00.

 c. Regarding the SAFE Agreement, please supplementally provide your analysis for its use under the federal
securities laws, in particular please explain which exemption/exclusion from registration under the Securities Act of 1933 was relied
on and discuss the factual and legal bases supporting such reliance.

Response: The Company respectfully
advises the Staff that the Private Offering was conducted pursuant to Rule 506(b) under Regulation D of the Securities Act of 1933, as
amended. In addition, as noted in response to Comment No. 1 above, investors in the offering were limited to “qualified purchasers”
in order for the Company to rely on the exemption from registration under the 1940 Act set forth in Section 3(c)(7) of the 1940 Act. The
Company did not engage in general solicitation and required each investor to complete a subscription agreements confirming that they met
the definition of both an “accredited investor” and a “qualified purchaser”.

 d. As the expiration date of the Warrants is in 2026 and beyond 120 days, please explain how the issuance
of the Warrants and/or the amendment of the Expiration Date “at [the Company’s] sole discretion” is compliant with section
18(d) of the Investment Company Act.

Response: The Company respectfully
advises the Staff that it issued the warrants to investors in connection with the Private Offering while the Company operated as a private
fund exempt from registration under Section 3(c)(7) of the 1940 Act. The Company therefore believes that the issuance of the warrants
was consistent with the No Action position taken by the Staff in The South American Fund N.V. (September 2, 1993) (the “South
American Fund NAL”). In the South American Fund NAL, the issuer issued units, which consisted of a warrant and common shares,
to investors while the issuer was not subject to regulation under the 1940 Act. In connection with the issuer’s reorganization in
the U.S. and intent to register as a closed-end fund under the 1940 Act, the issuer sought relief from the Staff to not have to redeem
such warrants upon registration under the 1940 Act. The Staff provided no action relief to the issuer, subject to a number of conditions,
which are discussed below. In connection with providing such relief, the Staff noted that the legislative history of the 1940 Act made
clear that a company whose capital structure does not conform to Section 18 of the 1940 Act at the time of registration is not required
to change its capital structure upon registration.

    Karen Rossotto, Senior Counsel

    July 8, 2022

    Page 6

In the South American Fund NAL, the
Staff required that the issuer list the warrants on the same exchange as the exchange where the commo

June 13, 2022  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; 333-264909
 Dear Mr. Prasad:   We have reviewed the registration statement on Form N-2 filed May 13, 2022, with the Commission on behalf of the Company (the “Registration Statement”) with respect to registration of the resale of the Company’s common stock.  Our comments are set forth below.  Please consider a comment made with respect to one section applicable to similar disclosure elsewhere in the Registration Statement.  All capitalized terms not otherwise defined herein have the meaning given to them in the Registration Statement.
General

1. Please inform us supplementally of the history and the circumstances of the formation of
the Company.  In doing so, please address the following:  a. What was the nature of the Company’s pre-registration status and activities?  From its
inception until the Company filed a Form N-8A in May this year, what was the Company’s status under the Investment Company Act?  As the Company was not registered as an investment company under the Act, on what exclusion/exemption from the Act was the Company relying?  What is the factual and legal bases supporting such reliance?
b. Who are the Selling Stockholders, how did they acquire their shares, and what
relationships do they have to the Company and its investments?
2. Please inform us of the process by which the Selling Stockholders will be able to sell
their common stock.  In doing so, please address the following:

a. What is the timing of the Company’s public offering?  Is the common stock held by
the Selling Stockholders the sole shares offered in the public offering?  Or, will the Company file a subsequent registration statement with the Commission to register

Sohail Prasad
Page 2
shares in connection with the offering ( i.e., as the Selling Stockholders “may, or may
not, elect to sell their shares”, will the Company register additional shares in connection with its public offering?) and if not, why not?
b. The disclosure on the Cover states that the resale of common stock by Selling
Stockholders will be at “prevailing market prices.”  As the resale is not being underwritten and there is no “efficient and sufficient price discovery” as outlined on pages 28-29 and “no history of [the Company’s common stock] trading in private transactions” please explain to us how “prevailing market prices” are determined at this time.
3. We note that portions of the registration statement are incomplete.  We may have
additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments.

4. Please inform us if the Company has submitted or intends to submit any exemptive
applications or a no-action request in connection with the Registration Statement, or if the Company anticipates requesting such relief in the future.  Please also inform us of the anticipated timing of any applications or requests for relief.

5. We note your statement that you intend to apply for NYSE listing under the symbol
DXYZ.  Please advise the staff when your listing is approved and update disclosure as necessary.  In addition, as the secondary market liquidity and pricing will be influenced by the Selling Stockholders’ activities, please consider the need for detailed risk disclosure regarding the potential lack of liquidity in Company shares following listing.
Cover

6. In the third sentence of the first paragraph, the disclosure states that the resale of stock by
Selling Stockholders “will be made through brokerage transactions on the [NYSE]… .”  The disclosure also states there is currently “no established public trading market for [the Company’s] common stock” and that the Company “intend[s] to apply to have [its] common stock listed on the NYSE… .”  Please clarify in the disclosure how Selling Stockholders may sell their shares – will an NYSE listing need to be established before they can do so?
7. Please state clearly on the Cover there are significant risks associated with investing in
venture capital-stage companies.  Please briefly reference the specific risks here.  Please also provide a specific cross-reference to the disclosure on pages 17-18, Risks associated
with investments in rapidly growing venture-capital-backed emerging companies .

8. Please reference the Company’s use of leverage on the Cover and provide a similar cross-
reference to the associated risks.

Sohail Prasad
Page 3
Prospectus

Prospectus Summary

9. On page 1, in Investment Objective , please explain what “equity-linked” securities are.

10. Also in Investment Objective , the disclosure states “Our investment objective may be
changed by our Board of Directors without prior shareholder approval.”  If shareholders will be given notice of a change in the Company’s investment objective, please disclose so.
11. The disclosure on page 3 states that you will make direct equity investments in private
companies and also acquire shares through private secondary marketplaces and purchases from existing shareholders.  To help investors understand your strategy and capabilities, please disclose what percentage of the current portfolio was the result of a direct equity investment in a portfolio company as compared to secondary purchases.  In addition, please ensure your strategy-, risk-, and valuation-related disclosures are tailored to address the degree to which your investment terms, due diligence, and monitoring ability may vary or be limited by how you acquire a particular investment.
12. On page 7, Offering of Simple Agreement for Future Equity (“SAFEs”)  you discuss the
Company’s private offering of SAFEs to its investors.  Regarding this disclosure, please
address the following:  a. Please explain in plain English in the disclosure what SAFEs are and how they were
used by the Company.

b. In the penultimate line on page 7, the disclosure states that the “holder will
automatically receive from the Company a number of shares of common stock equal to the Purchase Amount divided by $10.00.”  Please define the term “Purchase Amount”.  Please also explain to us how the Purchase Amount and $10.00 conversion price was determined.
c. Regarding the SAFE Agreement, please supplementally provide your analysis for its
use under the federal securities laws, in particular please explain which exemption/exclusion from registration under the Securities Act of 1933 was relied on and discuss the factual and legal bases supporting such reliance.

d. As the expiration date of the Warrants is in 2026 and beyond 120 days, please explain
how the issuance of the Warrants and/or the amendment of the Expiration Date “at [the Company’s] sole discretion” is compliant with section 18(d) of the Investment Company Act.
 e. We note your intention to adjust the Warrant exercise price if it is below the opening
trading price when trading commences on the NYSE.  It is our understanding that the

Sohail Prasad
Page 4
Selling Stockholders are also the Warrant Holders and may have incentives to refrain from trading at certain prices to benefit their Warrants position.  Please tell us the purpose(s) behind the adjustment and explain why the Selling Stockholders’ incentives do not frustrate this purpose.
Fees and Expenses (page 9)

13. In footnote 1, the disclosure states “The estimate of our Management Fee referenced in
the table is based on our average gross assets (including assets purchased with borrowed money).”  In the narrative to the fee table, please indicate the amount of Company leverage assumed in making the fee calculations.
14. Although in footnote 2, the disclosure states that Company “ currently  [does] not intend to
borrow money or issue debt securities or preferred shares [emphasis added],” please confirm that the Company does not intend to issue debt securities or preferred shares within a year from the effective date of the Registration Statement.  If the Company plans to issue preferred shares or debt securities within a year from the effectiveness of the registration statement, please include additional disclosure of risks to shareholders in the event of a preferred shares offering.
The Company (page 10)

15. The table at the top of page 10 indicates that a number of the Company’s assets are held
through an SPV.  In addition, the disclosure at the top of page 33 states that the Company “may invest in certain debt and equity investments through taxable subsidiaries.”  Regarding these entities (each a “Subsidiary, and collectively “Subsidiaries”), please address the following comments:  a. Please disclose that the Company’s Subsidiaries include entities that engage in
investment activities in securities or other assets that are primarily controlled by the Company (for purpose of this comment, “primarily controlled” means (i) the Company controls the Subsidiaries within the meaning of Section 2(a)(9) of the Investment Company Act, and (ii) the Company’s control of the Subsidiaries is greater than that of any other person).
b. Please disclose that the Company complies with the provisions of the Investment
Company Act governing investment policies (Section 8) on an aggregate basis with each Subsidiary.
 c. Please disclose that the Company complies with the provisions of the Investment
Company Act governing capital structure and leverage (Section 18) on an aggregate basis with the Subsidiaries so that the Company treats each Subsidiary’s debt as its own for purposes of Section 18.

Sohail Prasad
Page 5
d. Please disclose that any investment adviser to a Subsidiary complies with provisions
of the Investment Company Act relating to investment advisory contracts (Section 15) as if it were an investment adviser to the Company under Section 2(a)(20) of the Investment Company Act.  Any investment advisory agreement between a Subsidiary and its investment adviser is a material contract that should be included as an exhibit to the Registration Statement.  If the same person is the adviser to both the Company and a Subsidiary, then, for purposes of complying with Section 15(c), the reviews of the Company’s and a Subsidiary’s investment advisory agreements may be combined.
 e. Please disclose that each Subsidiary complies with provisions relating to affiliated
transactions and custody (Section 17). Identify the custodian of the Subsidiary, if any.
 f. Please disclose any of the Subsidiary’s principal investment strategies or principal
risks that constitute principal investment strategies or risks of the Company.  The principal investment strategies and principal risk disclosures of the Company should reflect aggregate operations of the Company and the Subsidiary.
 g. Please explain supplementally whether the financial statements of each Subsidiary
will be consolidated with those of the Company.  If not, please explain why not.
 h. Please confirm supplementally that each Subsidiary and its board of directors will
agree to inspection by the staff of the Subsidiary’s books and records, which will be
maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder.

i. Please confirm that each wholly-owned Subsidiary’s management fee (including any
performance fee), if any, will be included in “Management Fee,” and the wholly-owned Subsidiary’s expenses will be included in “Other Expenses” in the Company’s fee table.
16. Please revise footnote two to the Table on page 10 to explain what a contract for future
delivery of shares is.  In addition, please tell us what these contracts represent, how they work, and how you meet custody, valuation, and other Investment Company Act requirements with respect to such contracts.
 Risk Factors (page 14)

17. Please disclose the specific risks associated with the Company’s investment in non-U.S.
venture capital stage companies.

18. On page 22, in Limited Information , please remove the statement on page 22 that “neither
we nor the Adviser makes any representation or warranty that such data or information is complete, correct or accurately reflective of a portfolio company.”

Sohail Prasad
Page 6
19. On page 27, the disclosure under Potential Conflicts of Interest  indicates that the
Adviser’s principals and employees of Destiny XYZ Inc. may receive investment opportunities that the Company may not have access to.  Please tell us the types of opportunities this disclosure refers to and explain why the Company isn’t given access to them.

20. We note your disclosure that principals of your Adviser are also shareholders of Forge
and SharesPost and that you may acquire shares on these marketplaces, subject to your best execution policy.  Please disclose whether these marketplaces receive compensation for listing shares or other services that may be impacted by the Company’s decision to trade using such marketplace.
 Capitalization (page 34)

21. Please explain why your presentation does not reflect the Warrants, or revise to present
them.
 Management (page 43)

22. We note your statement that “[t]he Adviser or its affiliates may engage in certain
origination activities and receive attendant arrangement, structuring or similar fees.”
Please disclose whether these fees will relate to the Company’s portfolio investments; if
so, please disclose any policies and procedures in place to manage these conflicts and otherwise explain why the Company isn’t paid such fees.
 Selling Stockholders (page 61)

23. Please disclose what Destiny XYZ Inc. is, who its control persons are, its number of
investors and their status under the securities laws. Please tell us how Destiny XYZ Inc. raised its money to purchase your shares.
 Plan of Distribution (page 63)

24. On page 64, in Sponsor’s Share Distribution , the disclosure states:

Immediately following the effectiveness of this registration statement on Form N-2, Destiny XYZ Inc., …intends to distribute an aggregate of [_____] shares of its common stock registered by this registration statement for no consideration to a limited number of individuals.
Please explain to us the nature, extent and purpose of this distribution.

Sohail Prasad
Page 7   Description of our Capital Stock (page 66)

25. Please remove “the MGCL and” from the second sentence under this header.  If
provisions of Maryland law are material to investor understanding, discuss them here instead of referring investors to the statute.

26. On page 66, in General , please update the statement “[t]here are no outstanding options
or warrants to purchase our stock.”
27. On page 67, in Limitation on Liability of Directors and Officers; Indemnification and
Advance of Expenses , the disclosure in the last line of the first paragraph states “Our
Charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.”  Please add a provision to the Company’s Charter, or otherwise modify it, to clarify explicitly that notwithstanding anything to the contrary in the Charter, nothing in the Charter modifying, restricting or eliminating the duties or liabilities of the Company’s directors and officers shall apply to, or in any way limit, the duties (including state law fiduciary duties) or liabilities of the directors and officers with respect to matters arising under the federal securities laws.
28. On page 70, Control Share Acquisitions , please disclose clearly whether the Company
has chosen to opt-in to the Maryland Control Shares Acquisition Act.

Statement of Additional Information

 Investment Objective and Policies

29. On page S-3, Investment Restrictions , please include the phrase “We may not” or
equivalent at the beginning of investment restriction #7.

Signatures

30. Please update the signature block to re