Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed by StartEngine Crowdfunding, Inc. ("StartEngine") on a Current Report on Form 8-K filed on October 27, 2022, StartEngine entered into a definitive agreement to acquire assets of the SeedInvest business as conducted by Circle Internet Financial Limited through its subsidiary Pluto Holdings, LLC, a Delaware limited liability company ("Pluto Holdings") and through SI Securities, LLC, a New York limited liability company ("SI Securities"), and SeedInvest Technology, LLC, a New York limited liability company, each a wholly-owned subsidiary of Pluto Holdings ("SeedInvest Technology," collectively, with the assets acquired from Pluto Holdings and SI Securities, "SeedInvest"), including email lists for SeedInvest's users, investors and founders seeking to raise funds. The parties have consummated this sale on May 5, 2023. The press release is attached as Exhibit 99.3 to this Form 8-K.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. All statements contained in this Quarterly Report on Form 8-K other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No. Description

  99.1        Press release of StartEngine Crowdfunding, Inc. dated October 27, 2022
            (1)
  99.2        Asset Purchase Agreement (2) +
  99.3        Press release of StartEngine Crowdfunding, Inc. dated May 9, 2023.*
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

(1) Previously filed and incorporated by reference to the Form 8-K filed on October 27, 2002.

(2) Previously filed and incorporated by reference to Amendment No. 1 to Form 8-K filed on November 28, 2022.

+ Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K.

* Filed herewith.

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