---
title: "StartEngine Review"
url: https://altstreet.investments/platforms/reviews/startengine
kind: platform-review
updated: 2026-10-15
description: "Is StartEngine legit? Review of Reg CF, Reg A+, the Secondary ATS and Reg D series: fees and principal-trading markups, audit posture, liquidity."
publisher: AltStreet (https://altstreet.investments)
license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted.
---

# StartEngine Review

StartEngine is a multi-exemption capital-formation platform with a principal-traded Reg D Series product line: Reg CF for non-accredited investors, Reg A+ for direct startup offerings, and accredited-only Reg D 506(c) Series where affiliate-acquired shares are resold through Series LLC structures at disclosed markups of 29% to 194% over the affiliate's purchase cost.

AltStreet score: 43.3 (C), scored August 14, 2026. Method: https://altstreet.investments/platforms

| Field | Value |
| --- | --- |
| Platform | StartEngine |
| What it is | Multi-Exemption Capital Formation Platform |
| Asset class | Pre-IPO Secondary Equity, Direct Startup Equity (Reg CF/A+), Collectibles |
| Website | startengine.com |
| Review first published | June 14, 2026 |
| Last updated | October 15, 2026 |
| AltStreet relationship | None: no affiliate, sponsorship or partnership |

## The short version

StartEngine looks like a startup marketplace and operates through five regulated subsidiaries under one corporate family. Reg CF and Reg A+ are conventional capital-formation intermediation. The Reg D 506(c) Series — the headline pre-IPO offerings — are membership interests in a Delaware Series LLC, sold at prices marked up over what the affiliate paid for the underlying shares, managed by an Exempt Reporting Adviser whose AUM sits just below the threshold that would force fuller disclosure.

- **29-194%** Verified range of the principal-trading wedge across 48 Reg D Series with disclosed pricing. Investor purchase price vs StartEngine Crowdfunding LLC's affiliate purchase price for the same underlying private-company shares. Median spread ~43%. Source: each Series' deal page Terms section, captured June 2026.
- **$149.2M** StartEngine Adviser LLC private-fund AUM disclosed on its 2026-03-31 Form ADV, sitting $4,788,032 below the $150M Rule 203(m)-1 threshold that would force registration as a full Investment Adviser and trigger Items 5, 8, 9 plus Part 2A Brochure disclosures. AltStreet does not infer intent from this threshold position. The relevance is that current ERA status limits the public disclosure package available to investors.
- **93 Series** Reg D 506(c) Series funds under Adviser LLC management as of 2026-03-31, predominantly unaudited per ADV Schedule D 7.B.(1) Item 23 responses. Each Series files its own Form D under its own CIK. Distinct from the 22 active Reg CF/A+ direct startup offerings and the separate Collectibles Fund I vehicle.
- **5 hats** Howard Marks concurrently serves as CEO of the parent (StartEngine Crowdfunding Inc), CEO of StartEngine Adviser LLC, sworn officer for broker-dealer Primary LLC's X-17A-5 annual attestation, personal 25-50% shareholder of the parent, and effective controller of $149.2M AUM across 93 Series via the Adviser. Multi-hat principal-control structures appear to be a recurring pattern in the StartEngine corporate family (compare: Anthony Zhang four-role pattern at Vinovest, acquired March 2026).
- **$350,000** FINRA fine against StartEngine Capital LLC (Reg CF funding portal subsidiary), AWC accepted May 4, 2022 (Matter 2017055183101), for misleading communications on offering pages and supervisory failures during November 2016 to January 2018. Resolved; censure not active. StartEngine Primary LLC (broker-dealer) and Secure LLC (transfer agent) show zero comparable disclosures. Subsidiary-by-subsidiary record is divergent, not uniform.
- **Going concern** StartEngine Collectibles Fund I LLC has carried continuous going concern qualifications from its first audited 1-K (fiscal year 2021) through fiscal year 2025, across two auditors (BF Borgers FY2021-FY2022; Haynie & Company FY2023-FY2025). Separate vehicle from the Reg D Series LLCs, but managed by the same parent corporate family.

Data note: Primary-source data: SEC EDGAR (118 Form D filings across known StartEngine sub-entity CIKs, 5 Form 1-K filings for Collectibles Fund I, 2 Form 10-K filings and 7 Form 10-Q filings for parent StartEngine Inc (through Q2 2026, filed 2026-08-10), 8 Form TA-2 filings for Secure LLC, 16 Form CFPORTAL annuals for Capital LLC, 7 FOCUS reports for Primary LLC, 1 Form ADV for Adviser LLC as of 2026-03-31). Direct platform scrape: 134 active deals, deal page Terms sections captured June 2026. FINRA BrokerCheck and Disciplinary Actions Online retrieved 2026-06-13. AltStreet does not assert legal conclusions about Form D filing practices, only documents observable disclosure facts.


## Key figures

| Figure | What it is | Context |
| --- | --- | --- |
| 29-194% | Principal-trading wedge range | Affiliate purchase price vs investor purchase price across 48 Reg D Series with disclosed pricing; median ~43% |
| $149.2M | AUM sitting $4.79M below ERA threshold | Form ADV 2026-03-31; full SEC IA registration would trigger Items 5, 8, 9 + Part 2A Brochure disclosures |
| 93 | Reg D 506(c) Series funds under Adviser | Predominantly unaudited per Form ADV Schedule D 7.B.(1); each Series files its own Form D under separate CIK |
| $350K | FINRA fine against Capital LLC (May 2022) | Misleading communications + supervisory failures during 2016-2018; AWC accepted 2022-05-04; resolved |


## Verdict

StartEngine is a multi-exemption capital-formation platform operating five regulated subsidiaries under common parent control: a Reg CF funding portal, a Reg A+ broker-dealer, a transfer agent, a Secondary ATS, and an Exempt Reporting Adviser managing 93 Reg D 506(c) Series funds. The Reg D Series — the platform's headline pre-IPO offerings — operate through a principal-trading structure where an affiliate acquires underlying shares from secondary sellers and marks them up 29-194% (median ~43%) before reselling Membership Interests to accredited investors. The Adviser's $149.2M AUM sits $4.79M below the $150M threshold that would force full RIA registration with Part 2A Brochure disclosures. Subsidiary-level regulatory history is divergent: a resolved $350K FINRA fine at Capital LLC (2022, for 2016-2018 conduct), clean records at Primary LLC and Adviser LLC. Sister vehicle Collectibles Fund I LLC carries continuous going concern qualifications across five fiscal years. The platform is real, regulated, and operationally functional; the structural specifics warrant per-Series Terms-section diligence rather than reflex platform-level trust.

**Best for**

- Accredited investors who have read the Terms section, calculated the principal-trading wedge for the specific Series, and accept the markup as compensation for ROFR handling and Series administration
- HNW investors building diversified Reg D Series exposure via fund-of-funds Series (Catalyst, Visionary, Signal, Spark, Omni, Disruptors, Innovation) at $30K-$100K per position with tax extension as default
- Investors using IRA-specific Series variants (Series OpenAI-IRA, Series Cerebras IRA-1, etc.) via specialized self-directed IRA custodians
- Non-accredited investors making small ($250-$2,500) venture-style Reg CF startup allocations with 100% loss tolerance and independent issuer diligence capability

**Look elsewhere if**

- You require regular cash distributions or recurring income — all StartEngine products are functionally zero-yield until event-driven exits
- You need liquidity within 1-3 years — Reg D Series and Reg CF/A+ direct equity are illiquid with no contractual exit date
- You view the principal-trading wedge as inappropriate intermediation — agency-intermediation platforms (Forge, Hiive, EquityZen) may provide cleaner price discovery
- You require audited Series-level NAV reporting for tax, gift, or estate planning purposes
- You cannot absorb K-1 tax complexity with potential extension filing requirements and multi-state filing obligations

**Strengths**

- Five regulated subsidiaries provide infrastructure across the full capital-formation lifecycle (Reg CF funding portal, Reg A+ broker-dealer, transfer agent, Secondary ATS, ERA Adviser)
- Reg D Series catalog of 93 funds provides accredited investors access to pre-IPO exposure at $5K-$75K minimums vs $250K-$1M+ for traditional venture capital
- Multi-exemption stack lets the same platform serve non-accredited retail (Reg CF), retail Reg A+ (direct startup equity and Collectibles), and accredited Reg D 506(c) investors
- StartEngine Secondary ATS provides real secondary trading infrastructure with 283 issuer accounts and 379,665 securityholders served by transfer agent (figure broader than just StartEngine-affiliated)
- IRA-specific Series variants accommodate self-directed IRA holders with specialized custodian engagement

**Limitations**

- Principal-trading wedge of 29-194% (median ~43%) on Reg D Series is a significant performance hurdle baked into entry pricing
- 93 Reg D Series are predominantly unaudited per Form ADV — no independent third-party verification of NAV, holdings valuation, or fee allocation at the Series level
- ERA Adviser status (vs full RIA) excludes Part 2A Brochure disclosures about principal-trading conflicts, custody, and fee allocation from public record
- Concurrent five-hat principal-control concentration at CEO level across capital-formation, advisory, and broker-dealer entities
- Sister vehicle Collectibles Fund I LLC carries continuous going concern qualifications across five fiscal years (separate vehicle but same parent corporate family)
- Documented FINRA enforcement history at Capital LLC funding portal subsidiary (resolved $350K fine, May 2022 AWC; matter from 2016-2018 conduct)


## Who it fits

| Investor | Fit | Why |
| --- | --- | --- |
| Accredited investors seeking pre-IPO Series exposure who understand principal-trading mechanics | well-suited |  |
| Non-accredited retail investors using Reg CF for small-check startup equity allocations | neutral |  |
| High-net-worth investors seeking diversified Reg D Series exposure via fund-of-funds Series | well-suited |  |
| Self-directed IRA holders using IRA-specific Series variants | neutral |  |
| Financial advisors managing accredited client portfolios with private-market allocations | neutral |  |
| Investors seeking specific underlying-company exposure with strong conviction | neutral |  |
| Income-focused investors requiring regular cash distributions | poor-fit |  |
| Risk-averse investors seeking principal protection or stable returns | poor-fit |  |
| Investors requiring liquidity within 1-3 years for known expenses | poor-fit |  |
| Passive investors seeking simple buy-and-hold index strategies | poor-fit |  |


## Questions

**What is StartEngine and how does it work?**

StartEngine is a multi-exemption capital-formation platform founded in 2014 by Howard Marks (no relation to Oaktree's Howard Marks). The parent company, StartEngine Crowdfunding Inc, operates five regulated subsidiaries: a Reg CF funding portal (Capital LLC) for non-accredited startup investing, a Reg A+ broker-dealer (Primary LLC) intermediating direct startup equity and the Collectibles Fund, a transfer agent (Secure LLC), a Secondary ATS for resales of issued shares, and an Exempt Reporting Adviser (Adviser LLC) managing 93 Reg D 506(c) Series funds. The Reg D Series are the platform's headline pre-IPO offerings, providing accredited-investor access to private companies via Membership Interests in sub-series of two umbrella Delaware Series LLCs.

**What is the principal-trading wedge on StartEngine Reg D Series?**

On Reg D 506(c) Series, affiliate StartEngine Crowdfunding LLC acquires underlying private-company shares from secondary sellers, marks them up, and sells them to the Series LLC, which marks them up again and sells Membership Interests to accredited investors. Across 48 Reg D Series with disclosed pricing in deal page Terms sections, the spread between affiliate purchase price and investor purchase price ranges from 29.12% (Series OpenAI-IRA) to 194.12% (Series Sambanova-QP-1), with a median around 43%. The wedge is disclosed verbatim on each Series' deal page but is not emphasized in marketing materials. Investors should calculate the wedge per Series and assess whether the markup reflects reasonable compensation for ROFR handling, regulatory compliance, and Series administration.

**What's the difference between StartEngine and EquityZen / Forge / Hiive?**

StartEngine's Reg D 506(c) Series operate through a principal-trading structure where an affiliate acquires shares first and marks them up before reselling to a Series LLC controlled by its sibling Adviser. EquityZen, Forge, and Hiive generally operate as agency intermediaries earning brokerage fees between secondary sellers and accredited buyers, without taking principal positions in the shares. The principal-trading wedge of 29-194% on StartEngine Series is structurally different from the 2.5-5% brokerage fees typical at agency platforms. StartEngine also offers Reg CF (non-accredited) and Reg A+ (mixed-eligibility) offerings that the agency-intermediation platforms do not, providing multi-exemption breadth at the cost of disclosure asymmetry.

**What are StartEngine's minimum investment requirements?**

Minimums depend on the regulatory pathway. Reg CF direct startup offerings: $250-$2,500 typical. Reg A+ direct startup offerings: $300-$1,000 typical. Reg A+ Collectibles Fund I: typically $1,000-$2,500 per series. Reg D 506(c) Series: $5,000-$75,040 across active Series, with most single-company Series at $7,500-$35,000 and QP (Qualified Purchaser) variants typically at $25,000-$50,000+ for $5M+ AUM investors only. Specific minimums vary by individual offering.

**What fees does StartEngine charge?**

Reg D 506(c) Series: principal-trading wedge of 29-194% (median ~43%) embedded in Membership Interest pricing, plus per-Series management fee and carried interest. Modal Series fee structure: 0% management fee, 20% carried interest on returns above cost basis (standard Series); 0% management fee, 10% carried interest (QP variants); or 2% management fee, 0% carried interest (some hybrid Series). Reg CF and Reg A+ direct offerings: fees charged to issuers (typically 7-12% of capital raised), not directly to investors. Secondary ATS trading: brokerage commissions per Primary LLC fee schedule. Specific per-Series fees disclosed on each deal page Terms section.

**Who can invest on StartEngine?**

Eligibility depends on the regulatory pathway. Reg CF (Title III) and Reg A+ (Title IV Tier 2): open to non-accredited and accredited investors with per-investor limits based on annual income/net worth. Reg D 506(c) (private placement with general solicitation): accredited investors only, with documented verification required under Rule 506(c) — self-certification is not sufficient. Individual accredited status: $200K+ annual income ($300K+ joint with spouse) in each of prior two years with reasonable expectation of same, OR $1M+ net worth excluding primary residence. Entity: $5M+ assets or qualifying status. QP (Qualified Purchaser) Series variants additionally require $5M+ in investable assets for individuals or $25M+ for entities.

**Is StartEngine Adviser LLC a Registered Investment Adviser?**

No. StartEngine Adviser LLC is registered as an Exempt Reporting Adviser under Rule 203(m)-1 (Private Fund Adviser with US AUM less than $150 million), not as a full SEC Investment Adviser. ERAs file Form ADV Parts 1A and 1B (a subset of full RIA disclosures), are not required to file Part 2A Brochure, and are not subject to the same examination cadence as RIAs. The Adviser's 2026-03-31 Form ADV discloses $149,211,968 in private-fund AUM — $4,788,032 below the threshold that would force full RIA registration with Part 2A Brochure disclosures about advisory business, fees, conflicts, custody, and code of ethics. CRD 329465, SEC file 802-132889. Verify directly at https://adviserinfo.sec.gov/firm/summary/329465.

**Are StartEngine Reg D Series audited?**

No, the Reg D Series are predominantly unaudited per StartEngine Adviser LLC's own Form ADV Schedule D 7.B.(1) Item 23 responses. Sample-fund inspection across the 93 Series confirms most have no third-party audit attestation. Stated NAV, holdings valuation, and fee allocation at the Series level are reported by the Adviser and its affiliates without independent verification. This is distinct from StartEngine Collectibles Fund I LLC, which is audited annually by Haynie & Company (previously BF Borgers); and from parent StartEngine Crowdfunding Inc, which is audited per public 10-K filings.

**What happened with the FINRA fine against StartEngine?**

In May 2022, FINRA accepted an AWC (Acceptance, Waiver and Consent) against StartEngine Capital LLC, the Reg CF funding portal subsidiary (Matter 2017055183101, accepted 2022-05-04). The fine was $350,000 plus censure for misleading communications on offering pages and supervisory failures during November 2016 to January 2018. Three named issuer violations: a home robot offering raising $200K after red flags about non-functionality; a basketball league offering raising over $100K for games that were never played; and misleading investor-count trackers that double-counted individuals. The matter is resolved; the censure is not active. Importantly, this is at the Capital LLC subsidiary only — StartEngine Primary LLC (broker-dealer, CRD 291773) shows zero disclosures on FINRA BrokerCheck, and StartEngine Adviser LLC reports zero events on Form ADV Item 11.

**What does it mean that I am buying a Series Membership Interest, not stock?**

When you invest in a Reg D 506(c) Series like Series Anthropic (Series 38-1) or Series Kraken (Series 35-1), you are not buying shares in Anthropic, PBC or Payward, Inc. directly. You are buying Membership Interests in a sub-series of a Delaware Series LLC (StartEngine Private LLC for single-company exposure, or StartEngine Private Funds LLC for fund-of-funds exposure). The sub-series holds either (a) shares directly purchased by affiliate StartEngine Crowdfunding LLC from secondary sellers, or (b) interests in a Special Purpose Vehicle that holds shares. Per Form ADV Schedule D Miscellaneous verbatim: 'A prospective investor will not directly own or hold shares of the private company but instead will own member interests in the Series, which either directly or indirectly, will hold shares in the company.' Indirect ownership has consequences for information access, ROFR mechanics, tax pass-through, and exit-event treatment.

**How long do I have to hold StartEngine Reg D Series?**

Reg D Series provide no contractual exit date or guaranteed liquidity event. Capital remains illiquid until the underlying private company experiences an IPO, acquisition, or tender offer — events that are unpredictable in timing and not guaranteed. Following any IPO event, standard 180-day lockup applies plus restricted-security holding-period rules (Rule 144) can extend actual liquidity to the later of lockup expiry or one year from the Series' purchase date. Some companies remain private 7-10+ years past expected timelines. StartEngine Secondary ATS provides a potential secondary resale path but realized liquidity at any clearing price is conditional, not guaranteed. Investors should only invest capital they can afford to lock up 5-10+ years.

**How are StartEngine Reg D Series taxed?**

Reg D 506(c) Series Membership Interests follow partnership tax treatment with K-1 reporting. The investor's allocable share of Series income, gains, losses, and deductions reports on Schedule K-1 even if no cash distribution occurs in the tax year. K-1 timing depends on Series structure: single-layer Series may issue K-1s on a more predictable schedule, while multi-layer (fund-of-funds) Series can delay K-1 delivery because the upstream SPV must finalize its tax reporting first. Specific K-1 delivery windows are not surfaced on the deal pages we reviewed. Tax extension filing should be the operating assumption for fund-of-funds Series (Catalyst, Visionary, Signal, Spark, Omni, Disruptors, Innovation, Howard Marks A.I. Fund families). Multi-state filing may be required depending on Series source income. Reg CF and Reg A+ direct equity offerings typically use 1099-B reporting at disposition for most C-corp issuers, which is cleaner than partnership K-1 treatment.

**Can I sell my StartEngine Reg D Series early via the Secondary ATS?**

StartEngine Secondary is a real alternative trading system operated by SEC-registered broker-dealer StartEngine Primary LLC, with 283 issuer accounts and 379,665 securityholders served by Secure LLC transfer agent (figure broader than just StartEngine-affiliated). However, realized resale execution depends on: (a) the specific Series being on the Secondary platform, (b) buyer demand at any clearing price (thin liquidity is typical), (c) accredited-only resale restrictions for Reg D securities, and (d) bilaterally-negotiated bid-ask spreads. Some Series may have no active Secondary ATS market until well after the underlying company's liquidity event. Investors should not treat Secondary ATS access as equivalent to public market liquidity or assume guaranteed exit pricing.

**Did StartEngine acquire Vinovest?**

Yes. StartEngine Crowdfunding Inc completed the acquisition of Vinovest on March 14, 2026 for approximately $14M in consideration: 8,750,000 StartEngine common shares at $1.60 per share. Vinovest's pre-acquisition AUM was approximately $97M. The acquisition closed 17 days before StartEngine Adviser LLC's most recent Form ADV filing (2026-03-31), but Vinovest assets and vehicles are not yet reflected in the Adviser's disclosed Schedule D. If fully consolidated, the combined AUM ($149.2M + $97M = ~$246M) would substantially exceed the $150M Rule 203(m)-1 threshold and force RIA registration with Part 2A Brochure. Whether Vinovest's AUM is treated as advisory AUM, platform assets, managed assets, or otherwise for Form ADV purposes depends on post-acquisition structure. Alternative structures (Vinovest assets managed under a separate sister adviser, or as a non-private-fund advisory line) could preserve the ERA status. Investors should monitor subsequent ADV amendments.

**Is Howard Marks (StartEngine CEO) the same as Howard Marks of Oaktree?**

No. Howard Marks (StartEngine CEO and co-founder) is no relation to Howard Marks (Oaktree Capital Management co-founder, author of 'The Most Important Thing'). The Howard Marks A.I. Fund — a fund-of-funds Series of StartEngine Private Funds LLC — is branded with the StartEngine CEO's name, not the Oaktree investor's. The name overlap can cause investor confusion; the deal page does not explicitly clarify the distinction.


## Update history

**October 15, 2026: Staleness sweep since October 2: 103 signals, all Reg CF lifecycle echoes; no new filing by StartEngine; eight stalled portal filings applied, including a $1.11M Doc2Doc close**

AltStreet triaged the 103 signals its monitoring attached to StartEngine between October 2 and October 15, 2026. Every one is a Reg CF lifecycle filing from 2019 to June 2026 echoing back through the portal's issuers, so none is a new event, and StartEngine, Inc.'s own EDGAR index shows no filing in the window. The sweep found 38 portal lifecycle filings approved but never applied, each missing its deal link or carrying a progress-update phrasing the parser did not read. Matched to campaigns by SEC file number, eight belong to campaigns AltStreet tracks and are now applied; 30 belong to sibling campaigns that were never tracked and are closed out, so no campaign's figures are written onto another's deal.

**October 2, 2026: Staleness sweep since September 26: 86 signals, all Reg CF lifecycle echoes; the only new filing on StartEngine's own CIK is a Form 4 for a 6,000,000-unit RSU award to the chief financial officer**

AltStreet triaged the 86 signals its monitoring attached to StartEngine between September 26 and October 2, 2026. Every one is the Reg CF lifecycle backfill echoing back through the portal's issuers, with filing dates from 2016 to 2025, so none changes a figure in this review. StartEngine, Inc.'s own filing index (CIK 1661779) shows one new document in the window: a Form 4 filed September 29, 2026 reporting that Hunter Strassman, Chief Financial Officer, was granted 6,000,000 restricted stock units on September 28, 2026 at no price, each representing one share of common stock, vesting in 48 equal monthly installments from the grant date, with full vesting on certain liquidity events and automatic forfeiture if no liquidity event has occurred by September 28, 2036 or the fifth anniversary of the end of the officer's active service, whichever is earlier. The company may settle vested units in shares, cash or a combination at its discretion. The Form D of September 14 was covered in the prior entry. The data layer needed no change; the verified date moves to October 2, 2026.

**September 26, 2026: StartEngine bought SeedInvest's customer list, not its broker-dealer: the Q2 10-Q says so and SI Securities' own audit confirms the platform closed the same day; intangibles figures corrected; renamed StartEngine, Inc.**

Staleness sweep against 91 signals since the August 24 verified date. 87 are the Reg CF lifecycle backfill echoing back, with filing dates from 2018 to 2022, so the substance is the Form 10-Q for the quarter ended June 30, 2026 and the Form D of September 14. Note 5 of that 10-Q corrects this review and answers a question the review had never addressed. On the correction: AltStreet had reported acquired customer lists as 'SeedInvest $14.0M; Vinovest $12.65M carrying value against $14.0M total consideration'. The $14 million is Vinovest's, not SeedInvest's. SeedInvest closed on May 5, 2023 for 19,200,000 StartEngine shares, valued at $24 million on the then Regulation A price of $1.25, and carries a gross amount of $24,121,041 against $10,820,277 of accumulated amortization at June 30, 2026. Vinovest closed on March 17, 2026 for 8,750,000 shares valued at $14 million at $1.60, of which $12,653,239 was allocated to the customer-list intangible over five years. On the new finding: the same note states that the SeedInvest agreement 'specifically does not include the registered broker-dealer or the Alternative Trading System (ATS) belonging to SeedInvest'. What StartEngine acquired was intellectual property including SI Securities' customer list and other digital assets, from Circle Internet Financial Limited through Pluto Holdings, LLC, SI Securities, LLC and SeedInvest Technology, LLC. The broker-dealer stayed with Circle, and SI Securities' own audited statement of financial condition as of December 31, 2024 says that as of May 5, 2023 the platform was closed, that it ceased revenue generating operations, that it is reliant on parent contributions, that it held no investments, and that in June 2024 it distributed all of its investments in privately held companies to its Member as a non-cash capital distribution. The same date sits on both sides of the transaction. The quarter itself: revenues of $44,232,043 against $39,810,718 a year earlier, but $69,281,734 for the half year against $70,175,075, so the growth is in the second quarter and the half is slightly down. Total assets $91,867,278 against $71,403,797. Cash about $20.4 million, with management stating no substantial doubt about going concern and attributing it to a large cash inflow, primarily from StartEngine Private revenue. Operating cash flow swung to negative $8,715,775 from positive $11,048,278. The company renamed itself StartEngine, Inc. on June 15, 2026.

**August 24, 2026: Reg CF lifecycle backfill lands: final close amounts for the portal's tracked campaigns, three reporting terminations adjudicated, and an issuer typo found in StartEngine's own 1-A**

AltStreet's Reg CF lifecycle backfill applied the full Form C-U and C-TR trail for campaigns hosted on StartEngine Capital LLC's portal, and the periodic staleness sweep re-verified the Reg D census. Final close amounts now recorded include Kuleana Spirits at $700,957.90 against a $3,142,816.13 maximum after four deadline extensions, Heartstone Farm at $792,985.46, and three campaigns that closed on exactly $0 (Kansas Whiskey Holding, Lonerider Spirits, Spiro Carbon Group). Three Form C-TR reporting terminations (Vroom Solar twice, Solvari once) were adjudicated: all three issuers sold common equity and remain demonstrably in operation, so the terminations are routine reporting exits rather than failures, though Vroom Solar's two C-TRs each landed weeks before the annual-report deadline, leaving crowd investors exactly one annual report across two raises. Separately, verification against the parent's June 24, 2026 Form 1-A found StartEngine's own structured Part I XML reporting total revenues of $2,504,691 where its 10-Q and offering circular report $25,049,691 for the same Q1 2026 period, a dropped digit in the issuer's own filing. The June census figures (118 Form D filings, 2 with amendments) were re-verified and stand.

**August 11, 2026: Q2 2026 10-Q ingested: six-month swing to an operating loss on flat revenue, operating cash flow reverses by $19.8M, and StartEngine Private's book reaches 84% AI**

StartEngine, Inc.'s Form 10-Q for the quarter ended June 30, 2026 is now in the platform record. The headline is a margin and cash-flow story rather than a demand story: six-month revenue was essentially flat at $69,281,734 against $70,175,075, but gross margin compressed from 31.8% to 27.2% and operating expenses rose 15.8%, turning prior-year six-month operating income of $4,964,084 into a $(1,260,205) operating loss and net income of $4,995,352 into a $(407,630) net loss. Operating cash flow reversed from $+11,048,278 to $(8,715,775), a $19.8M swing driven substantially by StartEngine Private's principal-trading working capital ($51.2M of share purchases against $44.9M of sales to SE Funds). The discrete second quarter was profitable — revenue $44,232,043, up 11.1%, net income $1,827,274 — so the six-month loss is concentrated in Q1's $(2,234,904). Also filed: the parent renamed itself from StartEngine Crowdfunding, Inc. to StartEngine, Inc. on June 15, 2026; Vinovest closed March 17, 2026; and the StartEngine Private book grew to $21,279,030 with AI Software and AI Chips now 84% of it, up from 75% at year-end.

**July 24, 2026: Parent's requalified Reg A offering circular ingested: raise terms, selling-stockholder allocation, share counts, Q1 2026 financials, Vinovest integration detail**

Full-text ingestion of StartEngine Inc's requalified offering circular (Form 253G2 under Rule 253(g)(2), dated July 20, 2026, accession 0001104659-26-085115), recovered by AltStreet's 253G-family filing detection. The document supplies the current terms of the platform's own retail raise — $1.60 per share, $38M maximum ($45.6M including Bonus Share value against the $75M annual cap), with $11.4M (30%) of maximum proceeds allocated to selling stockholders — plus disclosed share counts implying approximately $1.85B pre-offering at the offering price, Q1 2026 financial statements, and the first filed financial detail on the Vinovest integration ($12.65M customer-list carrying value against $14.0M consideration; $272,240 revenue in the first partial quarter; ~$100M of customer assets under storage). The June review's open question on Vinovest's Form ADV treatment remains open — the OC discloses financial integration but not the Adviser-level structural treatment that determines Rule 203(m)-1 threshold status.


## Evidence appendix

Platform website captured June 10, 2026.

Review synthesized from primary-source SEC filings and direct platform data capture. (1) SEC EDGAR primary filings: 1 Form ADV for StartEngine Adviser LLC dated 2026-03-31 (CIK 2004587, IAPD record CRD 329465, all 343 pages reviewed with checkboxes verified by rasterization); 1 Form ADV for ATS positioning at StartEngine Primary LLC (CIK 0001750758); 8 Form TA-2 filings for StartEngine Secure LLC (CIK 0001720655) covering 2018-2025 fiscal years; 16 Form Funding Portal annuals (Form CFPORTAL/A) for StartEngine Capital LLC (CIK 0001665160) covering 2016-2022; 7 FOCUS broker-dealer reports for StartEngine Primary LLC covering 2019-2025; 2 Form 10-K and 6 Form 10-Q filings for parent StartEngine Crowdfunding Inc (CIK 0001661779); 5 Form 1-K annual statements for StartEngine Collectibles Fund I LLC (CIK 0001841003) covering FY2021-FY2025; 118 individual Form D filings (Form D and Form D/A) across known StartEngine sub-entity CIKs documenting Reg D 506(c) Series offerings. (2) FINRA BrokerCheck verification for StartEngine Primary LLC (CRD 291773): zero disclosures across approximately seven years of registration. (3) FINRA Disciplinary Actions Online: Matter 2017055183101, AWC accepted 2022-05-04, against StartEngine Capital LLC; $350,000 fine; full AWC text reviewed. (4) Direct platform scrape of StartEngine's public deal explorer captured June 10, 2026: 134 active offerings across Reg CF, Reg A+, and Reg D 506(c) pathways with deal page Terms section, principal-trading price disclosures, fee structure, minimum investment, and offering structure data. (5) StartEngine corporate communications including the March 14, 2026 Vinovest acquisition announcement ($14M consideration in 8,750,000 StartEngine common shares at $1.60 per share) and December 2025 Series Groq communication regarding the $20B NVIDIA licensing transaction. AltStreet does not assert legal conclusions about Form D filing practices, only documents observable disclosure facts. This is not an endorsement.

**Highlights**

- FILING-CONFIRMED (Form ADV 2026-03-31): StartEngine Adviser LLC manages 93 Reg D 506(c) Series funds totaling $149,211,968 in disclosed private-fund AUM. Threshold positioning: $4,788,032 below the $150,000,000 Rule 203(m)-1 threshold that would force full SEC Investment Adviser registration. Exempt Reporting Adviser registration effective 2025-04-29; California state ERA registration withdrawn same day. CRD 329465, SEC file 802-132889.
- FILING-CONFIRMED (Form ADV 2026-03-31 Schedule A, Schedule B, Item 10): Howard Edward Marks (CRD 6617096) is the CEO of StartEngine Adviser LLC (Schedule A direct control person, ownership code NA <5%), CEO of parent StartEngine Crowdfunding Inc, and an indirect 25-50% shareholder of the parent (Schedule B). Same individual signs Form X-17A-5 annual attestations at StartEngine Primary LLC broker-dealer. Five concurrent overlapping roles across capital-formation, advisory, and broker-dealer subsidiaries; pattern is fully disclosed.
- FILING-CONFIRMED (Form ADV 2026-03-31 Schedule D Miscellaneous, verbatim): 'A prospective investor will not directly own or hold shares of the private company but instead will own member interests in the Series, which either directly or indirectly, will hold shares in the company.' Indirect ownership chain is explicit in the Adviser's own filing.
- FILING-CONFIRMED (Form ADV 2026-03-31 Schedule D 7.B.(1) Item 23): 93 Series funds are not consistently audited based on sample-fund inspection responses. Fund-type predominant classification: private equity fund. Investment Company Act exemption: Section 3(c)(1) (predominantly).
- DEAL-PAGE-CONFIRMED (June 2026 scrape): Principal-trading wedge calculated across 48 Reg D Series with disclosed pricing in deal page Terms sections. Range: 29.12% (Series OpenAI-IRA) to 194.12% (Series Sambanova-QP-1). Median ~43%. Spread is between affiliate StartEngine Crowdfunding LLC's purchase price for underlying shares and the Series LLC's sale price of Membership Interests to investors.
- FILING-CONFIRMED (Form TA-2 fiscal year 2025-12-31 for StartEngine Secure LLC, accession 0001720655-26-000002): 283 issuer accounts served by transfer agent; 379,665 aggregate securityholders across all served issuers; transfer agent file 084-06572. Note: figure includes non-StartEngine issuers also using Secure LLC; not a unique-investor count.
- FILING-CONFIRMED (Form 1-K filings for StartEngine Collectibles Fund I LLC, FY2021-FY2025): Continuous going concern qualifications across all five fiscal years. Two auditors involved: BF Borgers FY2021-FY2022; Haynie & Company FY2023-FY2025 (auditor change in 2023, 11 months before SEC enforcement against BF Borgers for unrelated audit deficiencies). FY2024 1-K disclosed $840,756 impairment across 22 of 25 underlying series.
- FINRA-CONFIRMED (Matter 2017055183101, AWC accepted 2022-05-04): StartEngine Capital LLC (Reg CF funding portal subsidiary) censured and fined $350,000 for misleading communications on offering pages and supervisory failures during November 2016 to January 2018. Three named issuer violations: (1) home robot offering raising $200K after multiple red flags about non-functionality; (2) basketball league offering raising over $100K for games that were never played; (3) misleading investor-count trackers that double-counted individuals and included undisclosed insider investments. Plus separate finding of failure to apply newly-created red-flag policies. Matter resolved; censure not active. StartEngine Primary LLC (broker-dealer, CRD 291773) shows zero disclosures across approximately seven years on BrokerCheck.
- FILING-CONFIRMED (Form 8-K equivalent corporate announcement): StartEngine Crowdfunding Inc completed acquisition of Vinovest on March 14, 2026 for approximately $14M in consideration: 8,750,000 StartEngine common shares at $1.60 per share. Vinovest's pre-acquisition AUM was approximately $97M (not yet reflected in subsequent disclosed Adviser AUM or Series count figures).
- PLATFORM-CONFIRMED (June 2026 scrape): 134 active offerings on StartEngine's public deal explorer across Reg CF, Reg A+, and Reg D 506(c) pathways. Largest active raise: Atombeam at $9.1M (Reg A+). Largest active Reg D Series: Series xAI (Series 41-1) at $6.48M. 22 active Reg CF/A+ direct startup offerings plus 16 active Reg D Series at scrape date.
- PLATFORM-CONFIRMED (December 2025 communication): Series Groq update referencing $20B NVIDIA licensing transaction with Groq, Inc. — the platform's largest portfolio-company event in our review period. Communication explicitly stated 'StartEngine Private has not announced the distribution to investors. We don't have timing or totals yet.' Distribution to Series Groq investors not announced as of date of writing.
- FILING-CONFIRMED (Form ADV 2026-03-31 Item 11): Disciplinary history at StartEngine Adviser LLC: zero events across all categories (criminal, regulatory, SEC/CFTC, SRO, civil judicial, pending matters). All categories clean.

**Primary source pages**

- EDGAR — StartEngine Crowdfunding Inc (CIK 0001661779) all filings
- EDGAR — StartEngine Capital LLC (CIK 0001665160) Form CFPORTAL filings
- EDGAR — StartEngine Primary LLC (CIK 0001750758) FOCUS reports
- EDGAR — StartEngine Secure LLC (CIK 0001720655) Form TA-2 filings
- EDGAR — StartEngine Adviser LLC (CIK 2004587) Form ADV 2026-03-31
- EDGAR — StartEngine Collectibles Fund I LLC (CIK 0001841003) Form 1-K, 1-SA filings
- EDGAR — 118 individual Reg D Series sub-entity Form D filings
- IAPD — Form ADV PDF: https://reports.adviserinfo.sec.gov/reports/ADV/329465/PDF/329465.pdf
- FINRA BrokerCheck — StartEngine Primary LLC (CRD 291773)
- FINRA Disciplinary Actions Online — Matter 2017055183101 (Capital LLC AWC)
- StartEngine deal pages — public deal explorer captured June 10, 2026 (134 active offerings)
- StartEngine corporate announcement — March 14, 2026 Vinovest acquisition
- StartEngine deal page communication — December 2025 Series Groq update


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AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. Figures are as filed or as captured on the date stated; nothing here is investment advice.