Closing This Month: Fintech is Back

*together with StartEngine

Private investing is no longer a "niche" market. It’s the new standard.

While giants like Morgan Stanley and Charles Schwab spend hundreds of millions to buy their way into this space, StartEngine has been here for years, and continues to innovate.¹

With $1.5B+ already invested from a community of 2.1M+,² StartEngine is focused on new opportunities by tokenizing hundreds of companies and funds — potentially streamline trading and unlocking liquidity.³

As StartEngine papers to close its latest round this month, why consider investing now?

• $92M revenue YTD in 2025 and EBITDA-positive every quarter.⁴

• $97M+ raised to date from a growing network of 50K+ shareholders.

• Bonus shares available, which can stack up to 20%.⁵

It’s no wonder WHY Mr. Wonderful has jumped on board!

They are just days away from this round closing in February. 

So if you want to claim your stake (and your bonus shares), now is the time to act.

***
This Reg A+ offering is made available through StartEngine Crowdfunding, Inc. No broker-dealer or intermediary involved in offering. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. For more information, please see the most recent Offering Circular and Risks related to this offering, as well as the Supplement to the Offering Circular announcing the “Termination Date.” In addition, as described in the Offering Circular, the Company retains the right to continue the offering beyond the Termination Date, in its sole discretion.

1. Sources: Reuters Staff, “Charles Schwab to Buy Private Shares Platform Forge Global in $660 Million Deal,” CNBC, November 6, 2025; Leo Almazora, “Morgan Stanley to Acquire EquityZen, Expanding Access to Private Shares,” InvestmentNews, October 29, 2025; Liz Napolitano, “BlackRock-Linked Tokenization Firm Securitize to Go Public via SPAC Deal,” CNBC, October 28, 2025

Note: This information is provided for industry context only and does not imply that StartEngine will achieve similar results, enter into comparable transactions, or secure an acquisition or partnership. Investing in early-stage companies carries risks, with no guarantee of liquidity or future returns.

2. Count determined as number of unique email addresses in StartEngine’s database as of 04-03-2025. One individual may have more than one email address. In May 2023, StartEngine acquired assets of SeedInvest, including email lists for SeedInvest’s users, investors and founders. Click here for more details.‍‍ Amount invested includes $470M in funds raised previously through offerings conducted on www.seedinvest.com outside of the StartEngine platform.

3. There is no guarantee that tokenization will help with liquidity.

4. Based on our Q3 2025 Form 10-Q/A. This revenue growth has been driven by StartEngine Private, a new product line that offers funds in late stage companies. This product line has driven over $75.9 million of the $92.7 million in revenue from the first 9 months of 2025. To understand the impact on margins, see financials. Past performance may not be indicative of future performance.

We define Adjusted EBITDA as net income (loss) calculated in accordance with GAAP adjusted to exclude interest expense, interest income, income taxes, depreciation, and amortization, and stock-based compensation. We present Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions. We believe Adjusted EBITDA provides useful information to investors regarding our operational performance and our ability to generate cash flows. Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP financial measures presented by other companies.

Please see the table on page 36 of our Q3 2025 Form 10-Q/A. This reconciles net income (loss), the most directly comparable U.S. GAAP measure, to Adjusted EBITDA for the periods presented.

5. Bonus shares in this offering are stackable. The maximum amount of bonus shares that an investor can receive is 20%. Any investor who falls into two of the three categories above will receive 20% bonus shares, as will anyone who falls into all three categories. 

For example, if an investor reserved shares in StartEngine and is a Venture Club member, they will receive 20% additional shares. If that person also invests over $30,000, they will still receive the maximum of 20% bonus shares. Bonus shares may not immediately appear on your investor dashboard, but will be issued prior to the offering closing.

In order to receive perks from an investment, one must submit a single investment that meets the minimum perk requirement.

If you are investing via a self-directed IRA, you cannot receive additional perks beyond bonus shares due to tax laws.