Amendment to Tender Offer Statement Form SC TO I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

FINAL AMENDMENT

StepStone Private Venture and Growth Fund

(Name of Subject Company (Issuer))

StepStone Private Venture and Growth Fund

(Name of Filing Person(s))

Shares of Beneficial Interest

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

Kimberly Zeitvogel

StepStone Group Private Wealth LLC

128 S. Tryon Street, Ste. 1600

Charlotte, NC 28202

(704) 215-4300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person(s))

With a copy to:

Richard Horowitz, Esq.

1095 Avenue of the Americas

New York, NY 10036

(212) 698-3500

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed with the Securities and Exchange Commission on April 19, 2024 by StepStone Private Venture and Growth Fund (the "Fund") in connection with an offer (the "Offer") by the Fund to purchase shares of beneficial interest ("Shares") in an amount up to 2.5% of the outstanding shares of the Fund on the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal were previously filed as Exhibits (b) and (c) to the Statement on April 19, 2024.

This is the final amendment to the Statement and is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):

1. Holders of Shares in the Fund ("Shareholders") that desired to tender Shares or a portion thereof, for purchase were required to submit their tenders by 4:00 p.m., Eastern Time, on May 24, 2024.

2. Valuation Date of the Shares tendered pursuant to the Offer was June 30, 2024.

3. The net asset value of the Shares tendered pursuant to the Offer were calculated as of June 30, 2024 in the amount of $1,115,241.64 for Class I Shares and $137,606.26 for Class S Shares.

4. The payment of the purchase price of the Shares or portions of Shares tendered was made to each of the Shareholders whose tenders were accepted for purchase by the Fund in accordance with the terms of the Offer. The Fund paid the Shareholders 100% of the Shareholder's unaudited net asset value of the Shares tendered. The payments were remitted to the account designated by each Shareholder in their Letter of Transmittal on July 17, 2024.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

July 17, 2024