RENN Fund : Rights Offering

RENN Fund, Inc.

3 Rights for 1 Share of Common Stock

RENN Fund, Inc. (the "Fund") is issuing non-transferable rights ("Rights") to its holders of record of shares of common stock ("Common Stock") (such holders hereinafter referred to as "Stockholders") which Rights will allow Stockholders to subscribe for new shares (the "Offering"). For every three (3) Rights a Stockholder receives, such Stockholder will be entitled to buy one (1) new share. Each Stockholder will receive one Right for each outstanding share such Stockholder owns on December 10, 2021 (the "Record Date"). Fractional shares will not be issued upon the exercise of the Rights. Accordingly, the number of Rights to be issued to a Stockholder on the Record Date will be rounded up to the nearest whole number of Rights evenly divisible by 3. Stockholders on the Record Date may purchase shares not acquired by other Stockholders in this Rights offering, subject to certain limitations discussed in this Prospectus. Additionally, Horizon Kinetics Asset Management LLC ("Horizon") will purchase any shares not otherwise acquired by other Stockholders in this Rights offering. See "The Offering" below.

The Rights are non-transferable, and may not be purchased or sold. Rights will expire without residual value at the Expiration Date (defined below). Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing the Fund's net asset value per share and may reduce the Fund's market price per share. The Rights will not be listed for trading on the NYSE American LLC ("NYSE American"), and there will not be any market for trading Rights. The shares to be issued pursuant to the Offering will be listed for trading on the NYSE American, subject to the NYSE American being officially notified of the issuance of those shares. On October 18, 2021, the last reported net asset value ("NAV") per share was $ 2.94 and the last reported sales price per share on the NYSE American was $ 2.54, which represents a -13.58% discount to the Fund's NAV per share. The subscription price per share (the "Subscription Price") will be the lesser of:

1. 105% of the average closing NAV per share over the three days of trading leading up to and including the expiration of the Offering; or
2. 90% of the average closing market price per share over the three days of trading leading up to and including the expiration of the Offering. The considerable number of shares that may be issued as a result of the Offering may cause the discount below NAV at which the Fund's shares are currently trading to increase, especially if Stockholders exercising the Rights attempt to buy sizeable numbers of shares immediately after such issuance.

The offering may substantially dilute the aggregate net asset value of the shares owned by Stockholders who do not fully exercise their rights. Stockholders should expect upon completion of the offering to own a smaller proportional interest in the Fund than before the offering if they do not fully execute their rights.

STOCKHOLDERS WHO CHOOSE TO EXERCISE THEIR RIGHTS WILL NOT KNOW THE SUBSCRIPTION PRICE PER SHARE AT THE TIME THEY EXERCISE SUCH RIGHTS BECAUSE THE OFFERING WILL EXPIRE (I.E., CLOSE) PRIOR TO THE AVAILABILITY OF THE FUND'S NAV AND OTHER RELEVANT MARKET INFORMATION ON THE EXPIRATION DATE. ONCE A STOCKHOLDER SUBSCRIBES FOR SHARES AND THE FUND RECEIVES PAYMENT, SUCH STOCKHOLDER WILL NOT BE ABLE TO CHANGE HIS, HER OR ITS DECISION. THE OFFERING WILL EXPIRE AT 5:00 P.M., EST, ON JANUARY 21, 2022 (THE "EXPIRATION DATE"), UNLESS EXTENDED, AS DISCUSSED IN THIS PROSPECTUS.

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The Fund is a non-diversified,closed-end management investment company. The Fund's investment objective is to seek to achieve above-market rates of return through capital appreciation and income. The Fund seeks to achieve its investment objective through a long-term,value-oriented investment process. There can be no assurance that the Fund's objective will be achieved.

For more information, please call AST Fund Solutions LLC (the "Information Agent") at [phone].

Investing in the Fund involves risks, including the specific risks relating to investments in cryptocurrencies. See "Risk Factors" on page 31 of this prospectus.

			Estimated
	Estimated		Subscription
	Subscription	Estimated	Proceeds to
	Price(1)	Sales Load	Fund(2)
Per share	$ 2.82	None	$ 3,000,001
Total	$ 2.82	None	$ 3,000,001

1. Because the Subscription Price will not be determined until after printing and distribution of this prospectus, the "Estimated Subscription Price" above is an estimate of the subscription price based on the average of the Fund's per-share NAV and market price over the three days of trading leading up to and including the close of trading on November 17, 18, and 19, 2021. See "The Offering - Subscription Price" and "The Offering - Payment for Shares."
2. Fees and expenses incurred by the Fund in connection with the Offering will be paid for by Horizon, the investment manager to the Fund. Therefore, the full amount of subscription proceeds will be contributed to the Fund's assets. Funds received prior to the final due date of this Offering will be

deposited in a segregated account pending allocation and distribution of shares. Interest, if any, on subscription monies will be paid to the Fund regardless of whether shares are issued by the Fund; interest will not be used as credit toward the purchase of shares.

This prospectus contains important information that you should know before investing in the Fund. Please read it before making an investment decision and keep it for future reference. The Fund files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). You may make inquiries or obtain this information free of charge by writing to Renn Fund, Inc., c/o Horizon Kinetics Asset Management LLC, 470 Park Avenue South, New York, NY 10016, or by calling [phone]. Our Internet address is http://www.rencapital.com.Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website to be a part of this prospectus. You may also obtain information about us from our website and the SEC's website (http://www.sec.gov).

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 2, 2021.

The Fund's Shares are listed on the NYSE American under the ticker symbol RCG.

Investment Adviser. Horizon Kinetics Asset Management LLC (the "Adviser") acts as the Fund's investment adviser. See "Management of the Fund." As of September 30, 2021, the Adviser, along with its affiliated investment advisers, managed nine open-end funds as well as separate accounts and private funds

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with combined assets with the Fund of approximately $6.53 billion. The Adviser's address is 470 Park Avenue South, Third Floor South, New York, NY 10016.

The Fund organized and wholly owns The Renn Fund, Inc. (Cayman) (the "Subsidiary"), a Cayman Islands limited liability company. The Subsidiary is advised by Horizon and acts as an investment vehicle in order to effect certain investments consistent with the Fund's investment objectives and policies specified in the Fund's prospectus and statement of additional information.

This prospectus sets forth concisely the information about the Fund that you should know before deciding whether to invest in the Fund. A Statement of Additional Information, dated December 2, 2021, (the "Statement of Additional Information"), and other materials, containing additional information about the Fund, have been filed with the SEC. The Statement of Additional Information is incorporated by reference in its entirety into this prospectus, which means it is considered to be part of this prospectus. You may obtain a free copy of the Statement of Additional Information and other information filed with the SEC, by calling toll free [phone] or by writing to American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219, or by visiting the Fund's website at http://www.rencapital.com.The Fund files annual and semi-annual stockholder reports, proxy statements and other information with the SEC. You can obtain this information or the Fund's Statement of Additional Information or any information regarding the Fund filed with the SEC from the SEC's website at www.sec.gov.

The Fund's Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any governmental agency.

You should rely only on the information contained or incorporated by reference in this prospectus. The Fund has not authorized anyone to provide you with different information. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus. The Fund will amend this prospectus if, during the period this prospectus is required to be delivered, there are any material changes to the facts stated in this prospectus subsequent to the date of this prospectus.

TABLE OF CONTENTS
	Page
SUMMARY	4
SUMMARY OF FUND EXPENSES	13
THE FUND	14
THE OFFERING	14
FINANCIAL HIGHLIGHTS	22
USE OF PROCEEDS	24
INVESTMENT OBJECTIVE AND POLICIES	25
RISK FACTORS	33
LISTING OF SHARES	40
MANAGEMENT OF THE FUND	40
DETERMINATION OF NET ASSET VALUE	44
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SALES OF COMMON STOCK BELOW NET ASSET VALUE	45
DISTRIBUTION REINVESTMENT PLAN	46
CERTAIN ADDITIONAL MATERIAL UNITED STATES FEDERAL INCOME TAX	47
CONSIDERATIONS
DESCRIPTION OF CAPITAL STRUCTURE	52
LEGAL MATTERS	54
REPORTS TO STOCKHOLDERS	54
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	54
ADDITIONAL INFORMATION	55

SUMMARY

This summary does not contain all of the information that you should consider before investing in the Fund. You should review the more detailed information contained or incorporated by reference in this prospectus and in the Statement of Additional Information, particularly the information set forth under the heading "Risk Factors."

The Fund. The Fund, a Texas corporation organized on January 20, 1994, is a non-diversified, closed- end management investment company. The investment objective of the Fund is to seek to achieve above- market rates of return through capital appreciation and income. The Fund pursues this objective by investing in a wide variety of financial instruments, including, but not limited to, common stocks, fixed income securities, convertible and non-convertible debt securities or loans, distressed debt, warrants and preferred stock, exchange traded funds ("ETFs") and exchange traded notes ("ETNs") , open and closed- end funds, derivatives including options and swaps, the Grayscale Bitcoin Trust and other instruments and securities that may or may not be listed on a regulated securities exchange.

The Offering. The Fund is issuing non-transferable rights ("Rights") to its Stockholders as of the close of business on December 10, 2021 (the "Record Date") which Rights will allow Stockholders to subscribe for an aggregate of 1,063,830 shares (the "Offering"). For every 3 Rights a Stockholder receives, such Stockholder will be entitled to buy 1 new share at a subscription price equal to the lesser of (i) 105% of average closing NAV per share over the three days of trading leading up to and including the expiration of the Expiration Date; or (ii) 90% of the average closing market price per share over the three days of trading leading up to and including the Expiration Date. Each Stockholder will receive 1 Right for each outstanding share he or she owns on the Record Date (the "Basic Subscription"). Fractional shares will not be issued upon the exercise of the Rights. Accordingly, the number of Rights to be issued to a Stockholder as of the Record Date will be rounded up to the nearest whole number of Rights evenly divisible by 3. Stockholders as of the Record Date may purchase shares not acquired by other Stockholders in this Rights offering, subject to certain limitations discussed in this prospectus. Additionally, Horizon will purchase any shares not otherwise acquired by other Stockholders in this Rights offering.

Shares will be issued within the 30-day period immediately following the record date of the Fund's monthly distribution and Stockholders exercising rights will not be entitled to receive such distribution with respect to the shares issued pursuant to such exercise.

The Fund previously conducted a rights offering that expired on February 8, 2019 (the "2019 Offering") and included similar terms and conditions as this Offering. Pursuant to the 2019 Offering, the Fund issued

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1,487,989 Shares in fulfillment of Basic Subscription requests at a subscription price of $1.47 per Share, for a total offering of $2.187 million.

How to Exercise Rights. Rights may be exercised by filling in and signing the reverse side of the Subscription Certificate and mailing it in the envelope provided, or otherwise delivering the completed and signed Subscription Certificate to American Stock Transfer & Trust Company, LLC (the "Subscription Agent"), together with payment for the shares as described below under "Payment for Shares." Rights may also be exercised through a Rights holder's broker, who may charge the Rights holder a servicing fee in connection with such exercise. See "The Offering - Method of Exercising Rights."

Purpose of the Offering. At its meeting held on June 11, 2021, the Board of Directors determined that the Offering was in the best interests of the Fund and its Stockholders to increase the assets of the Fund. The primary reasons include:

• The Basic Subscription will provide existing Stockholders an opportunity to purchase additional shares at a price that is potentially below market value without incurring any commission or transaction charges.
• Raising more cash will better position the Fund to take advantage of investment opportunities that exist or may arise.
• Increasing Fund assets may lower the Fund's expenses as a proportion of net assets because the Fund's fixed costs would be spread over a larger asset base. There can be no assurance that by increasing the size of the Fund, the Fund's expense ratio will be lowered. However, increasing the Fund's assets could result in a benefit to the Fund's Adviser because the Management fee that is paid to the Adviser increases as the Fund's net assets increase, but only when net assets increase to $25 million, as the Adviser is not paid any management fee on assets below that level.
• Because the Offering will increase the Fund's outstanding shares, it may increase the number of Stockholders over the long term, which could increase the level of market interest in and visibility of the Fund and improve the trading liquidity of the shares on the NYSE American.
• The Offering is not expected to be anti-dilutive with respect to the net asset value per share to all Stockholders, including those electing not to participate. This expectation is based on the fact that all the costs of the Offering will be borne exclusively by Horizon whether or not Stockholders exercise their Rights. The Offering is expected to be dilutive with respect to Stockholder's voting percentages because Stockholders electing not to participate in the Offering will own a smaller percentage of the total number of shares outstanding after the completion of the Offering.

Investment Objective and Policies. The Fund's investment objective is to seek to achieve above-market rates of return through capital appreciation and income. The Fund seeks to achieve its investment objective through a long-term,value-oriented investment process.

There is no assurance that the Fund will achieve its investment objective. The Fund's investment objective and some of its investment policies are considered fundamental policies and may not be changed without Stockholder approval. This prospectus, under the heading "Fundamental Policies," contains a list of the fundamental investment policies of the Fund.

During periods of adverse market or economic conditions, which can persist for extended periods of time, the Fund may temporarily invest all or a substantial portion of its net assets in cash or cash equivalents.

Investment Strategies. The Fund may invest in a wide variety of financial instruments including, but not limited to common stocks, fixed income securities including convertible and non-convertible debt securities or loans, distressed debt, warrants and preferred stock, exchange traded funds ("ETFs") and

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