Post Effective Amendment to Registration Statement Form POS EX

As filed with the Securities and Exchange Commission on November 12, 2024

Securities Act File No. 333-264909

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. 1		x
		And
		REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		¨
		Amendment No. 11		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 proposed public offering: As soon as practicable 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. ¨

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: 333-264909.

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 No. 1 to the Registration Statement on Form N-2 (File Nos. 333-264909; 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 replacing Exhibit (b) 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.

PART C

Other Information

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

(2) Exhibits

(b)

Third Amended and Restated Bylaws*

*	Filed herewith.

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 November 12, 2024.

	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 November 12, 2024.

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

*By:

/s/ Sohail Prasad

Attorney-in-fact, Power of Attorney Granted Pursuant to Pre-Effective Amendment No. 7 to the Registration Statement on Form N-2 filed on September 28, 2023, and incorporated herein by reference.

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Sohail Prasad and Ethan Silver, and each of them, his or her true lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities to sign this Registration Statement on Form N-2 and any and all amendments thereto, including post-effective amendments, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Lee Daley
Lee Daley		Independent Director

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