Powerlaw Corp.’s preliminary prospectus registers the resale by Roth Principal Investments of up to 25,000,000 shares of common stock. Under a separate agreement, after the commencement conditions are satisfied, Powerlaw may, at its sole option, sell shares to Roth for up to $250,000,000 in aggregate gross purchase price over up to 36 months after the Commencement Date, subject to the Exchange Cap. Powerlaw may receive proceeds from sales to Roth, but none from Roth’s resales; no shares had been issued to Roth under the agreement as of the prospectus date.
The Exchange Cap initially is 8,627,843 shares, or 19.99% of shares outstanding immediately before the agreement, subject to adjustment and specified exceptions. Roth and its affiliates together may not exceed 4.99% beneficial ownership. The company may not issue shares under the agreement at a net price below then-current NAV per share in violation of the 1940 Act. The last reported price was $11.25 per share on November 9, 2026, a stated 30.68% discount to NAV of $16.23 per share as of August 31, 2026. The fund targets a concentrated portfolio of approximately 15 late-stage technology companies and may invest through SPVs and equity-linked securities.
Powerlaw Corp. (PWRL) supplements its prospectus covering 43,242,931 shares of common stock with estimated, unaudited portfolio values as of September 30, 2026.
The schedule reports aggregate investment cost of $421,987,734 and fair value of $666,490,659; both amounts are subject to adjustment through the audit process. From July 1 through September 30, 2026, the Fund acquired positions in two new portfolio companies: CSS Solutions, LLC d/b/a Atoms, directly and indirectly through an SPV, and Stoke Space Technologies, Inc., indirectly through an SPV. The Fund intends to publish an updated schedule within 60 days of September 30, 2026, adding each portfolio company’s fair value as a percentage of the Fund’s net assets.
Powerlaw Corp. (PWRL) may offer common stock from time to time under a shelf registration, with terms set in later supplements. Net proceeds are intended for general corporate purposes, including investments, debt repayment and operating expenses; the Fund anticipates using substantially all proceeds within three months, and no later than six months, depending on suitable investment opportunities.
Separately, an equity line gives the Fund the right, but not the obligation, during a 36-month period following commencement, to direct Roth Principal Investments, LLC to purchase shares for an aggregate gross purchase price of up to $250,000,000. The price generally reflects market price less a 3.0% discount, subject to a floor at the higher of then-current NAV per share or the agreement's base price. Roth's commitment fee is up to $2,500,000. A previously filed registration covers resale by Roth of up to 25,000,000 shares issuable under the agreement.
As of August 31, 2026, NAV was $700.5 million, or $16.23 per share; the September 30, 2026 last sale price of $11.00 was a 32.22% discount to August NAV. At June 30, 2026, investments across 19 portfolio companies had $358.1 million cost and $556,246,588 fair value. For the fiscal year ending September 30, 2027, the Board-approved distribution program intends a 6.00% annual rate, translating to $0.0812 per share monthly based on August NAV; distributions are not guaranteed and may include return of capital.
Powerlaw Corp. registered the resale of up to 25,000,000 shares of common stock by Roth Principal Investments, LLC; Powerlaw receives no proceeds from those resales. Separately, after the Commencement Date, Powerlaw may, at its sole discretion, sell shares to Roth for up to $250,000,000 in aggregate gross purchase price over up to 36 months. No shares had been issued under the agreement as of the prospectus date, and it is possible none will ever be issued. The facility's initial Exchange Cap is 8,627,843 shares, alongside a 4.99% beneficial-ownership limit.
Powerlaw may not issue shares below then-current NAV per share in violation of the Investment Company Act; the prospectus states that trading at a discount to NAV would prevent access to the facility. NAV was $16.23 per share on August 31, 2026, while the September 24, 2026 last sale price was $11.05, a stated 31.92% discount. The Board approved a monthly distribution program on September 23, 2026, with quarterly declarations for the fiscal year ending September 30, 2027: an intended annual rate of 6.00%, or $0.0812 per share monthly based on August 31 NAV. Distributions are not guaranteed and may include a return of capital.
Powerlaw Corp. (PWRL) CEO and director Michael John Dinsdale reported that the Michael John Dinsdale 2015 Trust purchased 8,726 common shares on September 23, 2026, at $11.4599 per share. The trust held 695,230 shares following the purchase. Dinsdale is identified as the trust’s beneficiary and trustee; he is also identified as the beneficial owner of Orions Belt 1 LLC, which held 572,749 shares. No Rule 10b5-1 plan is reported.
Powerlaw Corp. (PWRL) says its Board approved a monthly distribution program for the fiscal year ending September 30, 2027, with distributions to be declared quarterly. The Fund intends an annual distribution rate of 6.00%, based on its August 31, 2026 NAV of $16.23 per share, equating to $0.0812 per share monthly. Distributions are automatically reinvested unless a stockholder opts for cash; they are not guaranteed and may include return of capital, which can reduce a shareholder’s tax basis.
The Board-approved waiver of remaining lock-up restrictions takes effect September 24, 2026, for Lock-Up Shares other than shares held by Fund directors or officers and employees or contractors of the Adviser or its affiliates, including the Fund; those Affiliate Holders remain subject to their agreements. Late-stage portfolio companies are generally expected to have liquidity events within one to six years of the Fund’s securities purchase, although timing is difficult to predict.
Powerlaw Corp. (PWRL) provides an update to its prospectus, reporting unaudited net asset value metrics as of August 31, 2026. NAV per share was $16.23, up from $14.69 as of July 31, 2026, a 10.5% increase. Total NAV was $700.5 million. The figures are calculated under the company’s valuation policies, and because a substantial portion of the portfolio consists of private investments without readily available market quotations, valuations are based on Board-approved fair value methodologies that involve significant judgment.
Powerlaw Corp. (symbol PWRL) has a prospectus supplement covering 43,242,931 shares of common stock, which updates how the fund reports its net asset value and holdings. On a monthly basis, the fund will publish its NAV per share on its website within 15 business days after month-end, except for the last month of its fiscal year, when NAV per share will be posted within 60 days of month-end. On a quarterly basis, the fund will post updated information on its current portfolio within 60 days after each fiscal quarter, including aggregate data on underlying portfolio company holdings as a percentage of net assets and the number and type of shares of each underlying portfolio company indirectly held, all available at www.pwrl.com.
Powerlaw Corp. (PWRL), a Delaware corporation, has filed a Form D for a new exempt private offering of pooled investment fund interests under Rule 506(b) of Regulation D. The total offering size is $250,000,000, with $0 reported sold and $250,000,000 remaining available.
The issuer is classified in the banking and financial services sector as a pooled investment fund and other investment fund, and has declined to disclose its revenue or net asset value range. The first sale in this offering occurred on 2026-08-07, and reported finders’ fees are $0.
Powerlaw Corp. filed a prospectus supplement relating to the registration of 43,242,931 shares of common stock and providing updated unaudited net asset value information as of July 31, 2026. The net asset value (NAV) per share was $14.69, compared with $16.21 as of June 30, 2026, a 9.4% decrease over the month. Total NAV was reported at $634.0 million.
The NAV figures are unaudited and calculated under the company’s valuation policies. A substantial portion of the portfolio consists of private investments without readily available market quotations, so valuations rely on Board-approved fair value methodologies that involve significant judgment.