Destiny Tech100 (DXYZ) Files Post-Effective Amendment, Adds Sale Agreement

Destiny Tech100 Inc. filed Post-Effective Amendment No.5 to its Form N-2 to add two exhibits: an Open Market Sale Agreement dated August 8, 2025 among Destiny Tech100 Inc., Destiny Advisors LLC and Jefferies LLC, and an Opinion and Consent of Counsel.

Rhea-AI Filing Summary

Destiny Tech100 Inc. filed Post-Effective Amendment No.5 to its Form N-2 to add two exhibits: an Open Market Sale Agreement dated August 8, 2025 among Destiny Tech100 Inc., Destiny Advisors LLC and Jefferies LLC, and an Opinion and Consent of Counsel. The amendment, submitted under Rule 462(d), becomes effective immediately upon filing and states no other changes to Parts A, B or Part C except Item 25(2). The registrant is identified as a Registered Closed-End Fund.

Positive

• Filed Exhibit (h): Open Market Sale Agreement dated August 8, 2025 among Destiny Tech100 Inc., Destiny Advisors LLC and Jefferies LLC
• Filed Exhibit (l)(1): Opinion and Consent of Counsel
• Post-Effective Amendment No.5 is filed under Rule 462(d) and is stated to become effective immediately upon filing
• No other changes to Parts A, B or Part C of the Registration Statement other than Item 25(2)
• Registrant is explicitly identified as a Registered Closed-End Fund

Negative

• None.

Insights

Securities Analyst

TL;DR: Administrative amendment adds two exhibits, effective immediately; routine filing with no other registration changes.

The filing is a post-effective amendment solely to file Exhibit (h) (an Open Market Sale Agreement dated August 8, 2025) and Exhibit (l)(1) (an Opinion and Consent of Counsel). It explicitly states there are no changes to Parts A, B or Part C of the Registration Statement other than Item 25(2). Being filed under Rule 462(d), the amendment becomes effective immediately upon filing. Based on the text provided, this is a documentation update rather than a substantive change to the registration statement.

Corporate Governance Expert

TL;DR: Governance update formalizes documentation; signatures and power-of-attorney are included; no material modifications reported.

The amendment includes executed signatures from the registrant and officers, including Sohail Prasad as President and CEO, and lists directors with signatures via attorney-in-fact where noted. The amendment is limited to filing specified exhibits and affirms the registrant's classification as a Registered Closed-End Fund. The filing appears procedural in nature, updating the record with executed exhibits and counsel opinion without altering substantive terms of the registration statement as disclosed in this document.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Destiny Tech100 (DXYZ) file in this amendment?

The company filed Post-Effective Amendment No.5 to Form N-2 to include Exhibit (h) (Open Market Sale Agreement) and Exhibit (l)(1) (Opinion and Consent of Counsel).

When does the amendment become effective for DXYZ?

The amendment is filed under Rule 462(d) and is stated to become effective immediately upon filing.

Who are the parties listed in the Open Market Sale Agreement?

The Open Market Sale Agreement dated August 8, 2025 is among Destiny Tech100 Inc., Destiny Advisors LLC and Jefferies LLC.

Did the amendment change other parts of the registration statement?

The document states no changes have been made to Parts A, B or Part C other than Item 25(2).

How is Destiny Tech100 classified in this filing?

The registrant is checked and identified as a Registered Closed-End Fund.

Who signed the filing for Destiny Tech100?

The filing is signed by Sohail Prasad as President and CEO, among other officers and directors listed, with attorney-in-fact authority noted where applicable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/08/2025 - 05:01 PM Learn about SEC filing dates

0001843974falsePOS EXTXTXNo 0001843974 2025-08-08 2025-08-08 0001843974 dei:BusinessContactMember 2025-08-08 2025-08-08

As filed with the Securities and Exchange Commission on August 8, 2025

Securities Act File No. 333-278734

Investment Company Act File No. 811-23802

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-2

	REGISTRATION STATEMENT
	UNDER THE SECURITIES ACT OF 1933	¨
	Pre-Effective Amendment No.	¨
	Post-Effective Amendment No. 5	x
	And
	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	¨
	Amendment No. 15	x

Destiny Tech100 Inc.

(Exact Name of Registrant as Specified in Charter)

1401 Lavaca Street, #144

Austin, TX 78701

(Address of Principal Executive Offices)

(415) 639-9966
(Registrant’s Telephone Number, including Area Code)

Sohail Prasad

c/o Destiny Tech100 Inc.

1401 Lavaca Street, #144

Austin, TX 78701

(Name and Address of Agent for Service)

WITH COPIES TO:

Steven B. Boehm, Esq.

Owen J. Pinkerton, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW

Washington, DC 20001

Tel: (202) 383-0100

Fax: (202) 637-3593

Approximate date of commencement of proposed public offering: From time to time after the effective date of this Registration Statement.

Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.  ¨

Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (the “Securities Act”), other than securities offered in connection with dividend or interest reinvestment plans.   þ

Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.  ¨

Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.  ¨

Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.  ¨

It is proposed that this filing will become effective (check appropriate box):

¨ when declared effective pursuant to section 8(c) of the Securities Act.

If appropriate, check the following box:

¨ This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

¨ This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:______ .

¨ This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

þ This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-278734.

Check each box that appropriately characterizes the Registrant:

þ Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).

¨ Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

¨ Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

¨ A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

¨ Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

¨ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934).

¨ If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

¨ New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

Explanatory Note

This Post-Effective Amendment No. 5 to the Registration Statement on Form N-2 (File Nos. 333-278734; 811-23802) of Destiny Tech100 Inc. (as amended, the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing Exhibits (h) and (1(1)) to the Registration Statement. No changes have been made to Part A, B or Part C of the Registration Statement, other than Item 25(2) of Part C as set forth below. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 5 shall become effective immediately upon filing with the Securities and Exchange Commission.

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PART C

Other Information

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

(2) Exhibits

(h)		Open Market Sale AgreementSM, dated as of August 8, 2025, by and among Destiny Tech100 Inc., Destiny Advisors LLC, and Jefferies LLC*
(l(1))		Opinion and Consent of Counsel*

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, and the State of Texas on August 8, 2025.

	DESTINY TECH100 INC.
	By:	/s/ Sohail Prasad
	Name:	Sohail Prasad
	Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 8, 2025.

Name		Title
/s/ Sohail Prasad
Sohail Prasad		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
/s/ Peter Sattelmair
Peter Sattelmair		Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ *
Travis Mason		Independent Director
/s/ *
Lisa Nelson		Independent Director
/s/ *
Lee Daley		Independent Director

*By: /s/ Sohail Prasad

Attorney-in-fact, Power of Attorney Granted Pursuant to the Registration Statement on Form N-2 filed on April 16, 2024 and incorporated herein by reference.

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