M&A - STARTENGINE CROWDFUNDING, INC.

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Form Type: 10-K/A

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: Update

Accession Number: 000155837025004274

Filing Summary: This Amendment No. 1 on Form 10-K/A is filed to amend the Annual Report for StartEngine Crowdfunding, Inc. for the year ended December 31, 2024, originally filed on March 31, 2025. The amendment serves to include additional disclosures in Item 10, which were unintentionally omitted. The document does not reflect any updates for events occurring after March 31, 2025. Notable updates include information about the acquisition of the SeedInvest business from Circle Internet Financial Limited for 19,200,000 shares of StartEngine’s common stock, valued at approximately $24 million. This acquisition enhances StartEngine's service offerings related to crowdfunding. Additionally, a 20-for-1 stock split was implemented, resulting in an increase of authorized common stock to 1.5 billion shares and preferred stock to 519 million shares. The filing indicates a focus on regulatory compliance and improving service delivery through its acquisitions and expansions in the crowdfunding domain.

Additional details:

Total Shares Common Stock: 704783714


Total Shares Series T Preferred Stock: 9642080


Total Shares Series Seed Preferred Stock: 204810720


Total Shares Series A Preferred Stock: 185440880


Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000155837025004188

Filing Summary: For the fiscal year ended December 31, 2024, StartEngine Crowdfunding, Inc. reported significant developments, including the acquisition of substantially all assets of the SeedInvest business from Circle Internet Financial Limited. This acquisition, completed on May 5, 2023, involved 19,200,000 shares of StartEngine's common stock, which values the deal at approximately $24 million based on the recent offering price. The acquisition enhances StartEngine's capabilities in the crowdfunding space, as it now incorporates SeedInvest's technology and platform into its operations, fostering a larger operational capacity for both accredited and non-accredited investors. Additionally, on May 6, 2024, the company executed a 20-for-1 stock split of its common and preferred stock, adjusting the total number of authorized shares dramatically. As of March 31, 2025, StartEngine had several classes of shares outstanding, including common and preferred stock, which positions the company well for future fundraising efforts and operational scaling. The report also emphasizes the company’s commitment to expanding its services to meet regulatory demands and market needs in a competitive environment.

Additional details:

Shares Common Stock Outstanding: 704783714


Shares Series T Preferred Stock Outstanding: 9642080


Shares Series Seed Preferred Stock Outstanding: 204810720


Shares Series A Preferred Stock Outstanding: 185440880


Acquisition Total Consideration: 19200000 shares


Acquisition Valuation: 24000000 based on offering price of $1.25 per share


Stock Split Ratio: 20 for 1


Number Of Authorized Common Stock After Split: 1500000000


Number Of Authorized Preferred Stock After Split: 519000000


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