StartEngine's own SEC filings explain the Private product in unusually clear terms.
StartEngine provides accredited investors the opportunity to buy membership interests in investment vehicles known as SE Funds. Those vehicles hold shares of venture-capital-backed, late-stage private companies. StartEngine distinguishes between Series LLC vehicles of StartEngine Private LLC, which generally hold single portfolio companies, and StartEngine Private Funds LLC vehicles, which can hold multiple portfolio companies.
That distinction is central to Series 93-1.
Because Series 93-1 is legally "a series of StartEngine Private LLC," the parent company's disclosure indicates that this family of vehicles is generally associated with single-company exposure rather than a broadly diversified multi-company portfolio.
However, that still does not tell investors which company Series 93-1 owns.
StartEngine also states that its SE Funds may hold the underlying private-company shares directly or indirectly through another SPV. Therefore an investor buying Series 93-1 equity may not appear directly on the underlying private company's cap table.
STARTENGINE PRIVATE MANAGER, ADVISER AND BROKER-DEALER STRUCTURE
StartEngine's corporate filings describe a multi-entity operating structure.
STARTENGINE PRIVATE MANAGER LLC was formed in August 2023 for the purpose of managing StartEngine Private offerings.
STARTENGINE ADVISER LLC was also formed in August 2023 and acts as organizer and Exempt Reporting Adviser to StartEngine Private offerings.
STARTENGINE PRIMARY LLC is a FINRA-member and SEC-registered broker-dealer and operates an alternative trading system.
STARTENGINE SECURE LLC is an SEC-registered transfer agent.
These entities perform different functions and should not be collapsed into a single "StartEngine fund manager" label.
StartEngine says StartEngine Primary markets membership interests in the SE Funds to accredited investors. The company also states that StartEngine purchases underlying private securities either directly or through other SPVs and, after a period of time, can sell those securities to an SE Fund.
That arrangement means investors should pay careful attention to potential differences between:
the price StartEngine or an affiliate paid for the underlying shares;
the price at which those shares are transferred into the Series;
the price investors effectively pay for Series interests;
and any fees or carried interest charged at the Series level.
Those economics cannot be reconstructed from Form D alone.
HOWARD MARKS — STARTENGINE, NOT OAKTREE
The name Howard Marks requires special care because the immediately preceding FilingDossier article concerned Oaktree Capital Management, whose famous co-founder is also named Howard Marks.
The Howard Marks associated with Series 93-1 is StartEngine's Howard Marks.
StartEngine's official website identifies Howard Marks as Co-Founder and CEO of StartEngine. He also signs or appears as director on numerous StartEngine Private series filings.
Series 93-1's Form D lists Howard Marks at 615 Arden Drive in Beverly Hills as a related person and identifies him as an executive officer. Other StartEngine series filings use the same Howard Marks identity and repeatedly list him as director or manager.
FilingDossier therefore does not connect this Series 93-1 filing to Oaktree Capital Management despite the identical name.
STARTENGINE PRIVATE OPERATING HISTORY
StartEngine Private is no longer a one-off experiment.
StartEngine states that it has offered accredited investors access to private-company investment vehicles since 2023. Its 2025 annual filing says that during 2025 the company purchased approximately $71.54 million of private investments for its broader StartEngine Private business.
Third-party EDGAR aggregation currently identifies more than 100 StartEngine Private series vehicles across multiple generations, with dozens of 2025 and 2026 offerings. That data is useful as evidence of platform repetition, although FilingDossier treats StartEngine's own SEC filings as the primary source for the platform structure.
This recurring Series architecture matters because it demonstrates that Series 93-1 is part of a standardized private-market investment system rather than a unique stand-alone issuer.
Examples of recent StartEngine Private SEC filings include Series 85-1, Series 92-1, Series 28-2, Series 87-2 and multiple numbered StartEngine Private Funds vehicles. Howard Marks appears repeatedly across those issuers.
PRE-IPO AND LATE-STAGE PRIVATE COMPANY STRATEGY
StartEngine markets StartEngine Private as a way for accredited investors to obtain economic exposure to late-stage venture-backed companies that are otherwise difficult to access directly.
The platform publicly promotes investment opportunities involving well-known private technology companies and has marketed exposure to companies such as Perplexity and other AI, technology and pre-IPO names.
StartEngine's own disclaimers are especially important.
The company explains that investors in a StartEngine Private Series are buying interests in the separate Series rather than directly purchasing stock of the underlying company. The Series may hold company shares directly or through an SPV, and the economic value of the Series interests may not move one-for-one with the value of the underlying company's stock.
This is one of the most important diligence points in the entire StartEngine Private model.
A Series investor may face both underlying-company risk and vehicle-level structural risk.
WHY SERIES 93-1 IS NOT DIRECT COMPANY STOCK
An investment into Series 93-1 gives the investor equity in Series 93-1.
It does not automatically make the investor a direct shareholder of the private company underneath the Series.
That distinction can affect:
Voting rights.
Information rights.
Inspection rights.
Transfer rights.
Participation in future financing rounds.
Tender-offer rights.
Distribution timing.
Tax treatment.
Company-level shareholder communications.
Rights in an IPO or acquisition.
StartEngine explicitly warns on its own offering pages that investors in StartEngine Private series are not buying the listed portfolio companies' stock directly.
Investors therefore need the Series 93-1 operating agreement and subscription agreement to understand which rights are exercised by StartEngine or the Series manager on their behalf.
THE UNDERLYING COMPANY — THE BIGGEST INFORMATION GAP
The public SEC filing does not identify what company Series 93-1 represents.
That is the primary unresolved issue in this review.
The Form D gives:
Series number.
Offering amount.
Capital sold.
Investor count.
Minimum investment.
First-sale date.
Howard Marks.
StartEngine address.
But it does not disclose:
Underlying private company.
Number of underlying shares.
Security class.
Purchase price per share.
Company valuation.
Direct or indirect ownership.
SPV name.
Seller identity.
Latest financing round.
Discount or premium.
FilingDossier therefore does not attempt to reverse-engineer the portfolio company from the number "93."
Series numbering is an internal StartEngine organizational convention and is not sufficient evidence of asset identity.
$2.837M OFFERING VS $319K SOLD
The offering is not fully subscribed.
At the September 11 filing date:
$2,837,275 was the total planned offering.
$319,300 had been sold.
$2,517,975 remained available.
Five investors had participated.
This means only about 11.3% of the stated offering had been sold at the filing date.
That percentage should not be interpreted as a measure of investor demand after September 11 because Form D is only a snapshot at the reporting date. Additional subscriptions may have occurred later.
The $319,300 amount should also not be described as current AUM or NAV.
It is the reported amount of Series securities sold.
The value of the underlying private-company shares can subsequently rise or fall.
$50,375 MINIMUM INVESTMENT
The stated minimum investment is $50,375.
This is materially more specific than the $0 or $1 Form D minimum fields seen in many private vehicles and suggests that the Series was built around a defined unit or allocation size.
Five investors had already contributed $319,300 in total.
That mathematically averages approximately $63,860 per investor if subscriptions were equal, although the Form D does not disclose individual commitment sizes and equal allocation should not be assumed.
The unusual $50,375 minimum may reflect:
a fixed block of underlying shares;
a target Series unit size;
underlying SPV allocation economics;
or another transaction-specific constraint.
The SEC filing does not explain the reason.
RULE 506(B) — IMPORTANT STRUCTURAL DIFFERENCE
Series 93-1 uses Rule 506(b).
That is noteworthy because StartEngine's broader public filings also describe StartEngine Private offerings that may be conducted under Regulation D and certain public StartEngine Private materials discuss accredited-investor offerings.
Rule 506(b) generally does not permit unrestricted general solicitation in the same manner as Rule 506(c).
The individual Series filing controls for this specific offering: Series 93-1 explicitly checks Rule 506(b).
Therefore researchers should not apply a generalized statement that "all StartEngine Private offerings are 506(c)" to Series 93-1.
The exact exemption can differ by vehicle.
NO 3(c)(1) OR 3(c)(7) CLAIM
Another unusual feature is that Series 93-1 does not claim Investment Company Act Section 3(c)(1) or 3(c)(7) in the Form D.
It also does not select the Pooled Investment Fund category.
Instead:
INDUSTRY = Other.
SECURITY = Equity.
RULE = 506(b).
That structure is consistent with StartEngine's use of separate Series LLCs to hold specified private-company exposure rather than a conventional discretionary private fund.
Investors should therefore avoid calling Series 93-1 a "private equity fund" merely because it owns private-company securities.
STARTENGINE PRIMARY AND DISTRIBUTION
StartEngine's parent-company filings state that StartEngine Primary LLC markets StartEngine Private SE Fund interests to accredited investors. StartEngine Primary is a FINRA-member, SEC-registered broker-dealer and operates an alternative trading system.
Interestingly, the Series 93-1 Form D itself reports no associated broker/dealer in Item 12 and reports $0 sales commissions.
That should be reported accurately rather than forced into a contradiction.
The broader platform says StartEngine Primary markets StartEngine Private offerings, while this specific Form D does not list a broker in its sales-compensation field.
Possible operational or compensation arrangements may be described in Series-specific agreements or other StartEngine disclosures, but the Form D itself provides no additional explanation.
FEES AND CARRIED INTEREST
The Series 93-1 Form D reports:
Sales commissions: $0.
Finder fees: $0.
Use of proceeds paid to named related persons: $0.
That does not establish a zero-cost investment.
StartEngine Private offering pages publicly disclose that individual Series can include carried interest and other economics. For example, current StartEngine Private materials warn that a Series may have 20% carried interest and that this can cause the value of Series interests to differ economically from direct company shares.
FilingDossier does not assume Series 93-1 has exactly the same 20% carry because the public Form D does not disclose Series 93-1's fee schedule.
Investors should verify:
Upfront fees.
Management fees.
Carried interest.
Administrative expenses.
Legal expenses.
Transfer costs.
Underlying SPV fees.
Any markup between StartEngine's acquisition cost and the Series transaction price.
These can materially change net investment economics.
PRIVATE MARKET VALUATION RISK
StartEngine Private provides access to companies without continuously traded public stock prices.
That creates valuation uncertainty.
A Series might purchase shares based on:
The latest preferred financing round.
A secondary transaction.
A negotiated block sale.
An existing shareholder liquidity transaction.
Another SPV's price.
Those prices can differ significantly.
StartEngine's own disclaimers note that private-market valuations are based on private placements rather than public-market trading and that the securities are illiquid.
A private company's latest funding valuation also does not guarantee that a Series investor will receive the same valuation in a future exit.
ILLIQUIDITY AND EXIT RISK
Investors in Series 93-1 should expect private-market liquidity risk.
Possible exits can include:
Underlying company IPO.
Acquisition.
Tender offer.
Secondary sale.
Company-sponsored liquidity program.
SPV sale.
Distribution of securities where legally and operationally possible.
There is no guarantee any of these will occur.
StartEngine's public disclosures emphasize that private-company securities are speculative and illiquid and that investors can lose their entire investment.
Even if the underlying company eventually goes public, a Series structure may introduce additional timing, lockup, transfer, tax or distribution considerations before investors receive cash or securities.
CONFLICTS AND AFFILIATE TRANSACTIONS
StartEngine's corporate filing states that the company can purchase underlying private securities and later sell those securities to an SE Fund.
That business model creates a potential affiliated-transaction issue that sophisticated investors should understand.
The parent can have interests on both sides of the economic chain:
StartEngine or an affiliate acquires private securities.
A Series later acquires those securities.
Accredited investors buy interests in that Series.
This does not mean the transaction is improper.
But investors should determine:
Who sets the transfer price.
Whether the Series receives independent valuation support.
Whether StartEngine earns a spread.
Whether acquisition costs are disclosed.
Whether any affiliate earns transaction fees.
How conflicts are reviewed.
Whether investors receive the same economics StartEngine received when purchasing the underlying shares.
These questions are particularly important in secondary private-market transactions.
STARTENGINE PRIVATE SCALE VS SERIES 93-1
StartEngine's broader Private business should be kept completely separate from Series 93-1.
STARTENGINE PRIVATE PLATFORM: operates numerous SE Funds and purchased approximately $71.54M of private investments during 2025 according to StartEngine's annual filing.
SERIES 93-1 OFFERING: $2.837M.
SERIES 93-1 SOLD AT FILING: $319.3K.
SERIES 93-1 INVESTORS: 5.
SERIES 93-1 CURRENT NAV: Not disclosed.
UNDERLYING COMPANY VALUE: Not disclosed.
None of those figures should be substituted for another.
DUE DILIGENCE QUESTIONS
Before investing in Series 93-1, investors should obtain the subscription agreement, Series operating agreement, investment memorandum and underlying transaction documentation.
The highest-priority questions are:
What company does Series 93-1 own
Does the Series own shares directly or through another SPV
What share class is held
How many underlying shares are being acquired
What is the effective purchase price per share
What company valuation does that price imply
What was the latest primary financing price
Is the Series buying at a premium or discount
Who sold the securities to the Series
Did StartEngine or an affiliate previously own them
What price did that affiliate pay
What fees or markup apply
What carried interest applies
Who votes the underlying securities
Who controls tender-offer decisions
What happens following an IPO
Can the Series distribute underlying shares directly
What transfer restrictions apply
What happens if the portfolio company exercises a right of first refusal
How is the position valued for investor statements
Can StartEngine create additional series investing in the same company at different prices
These points are more important than the Form D's existence alone.
FINAL ASSESSMENT
Series 93-1 is a real and readily verifiable StartEngine Private series vehicle.
SEC EDGAR confirms the issuer, StartEngine's Burbank address, Howard Marks, Rule 506(b), August 28 first sale, $2.837 million planned offering, $319,300 sold, five investors and a $50,375 minimum.
StartEngine's own SEC filings independently establish the surrounding operating architecture: StartEngine Private Manager manages the offerings, StartEngine Adviser acts as exempt reporting adviser, StartEngine Primary provides broker-dealer infrastructure, and Series LLC vehicles of StartEngine Private generally provide exposure to individual venture-backed late-stage companies.
The principal weakness is not identity verification but asset transparency.
The Series 93-1 Form D does not identify the underlying private company. Without the Series-specific offering materials, investors cannot independently determine the security class, purchase price, implied valuation, direct-versus-SPV ownership structure or fee stack.
Accordingly, FilingDossier treats Series 93-1 as a verifiable StartEngine Private pre-IPO / private-market SPV-style vehicle while leaving the underlying company unidentified until documentary evidence supports a specific name.
A Form D is an exempt-offering notice. It is not SEC approval of Series 93-1, StartEngine, Howard Marks, the underlying private company or the transaction economics and does not verify future investment returns.
SEC SNAPSHOT
ISSUER: Series 93-1, a series of StartEngine Private LLC | CIK: 0002117560 | SEC FILE NO.: 021-597149 | FILM NO.: 261373130 | FORM D: New Notice | FILED / EFFECTIVE: September 11, 2026
ENTITY: Delaware Limited Liability Company Series | FORMATION YEAR: 2026
PRINCIPAL ADDRESS: 4100 Alameda Ave., Floor 3, Burbank, CA 91505 | PHONE: 424-279-4186
INDUSTRY: Other | SECURITY OFFERED: Equity | EXEMPTION: Regulation D Rule 506(b) | POOLED INVESTMENT FUND: Not selected | SECTION 3(c)(1) / 3(c)(7): Not claimed
FIRST SALE: August 28, 2026 | OFFERING DURATION: One year or less
TOTAL OFFERING: $2,837,275 | AMOUNT SOLD: $319,300 | REMAINING: $2,517,975 | INVESTORS: 5 | MINIMUM OUTSIDE INVESTMENT: $50,375 | SALES COMMISSIONS: $0 | FINDER FEES: $0
RELATED PERSON: Howard Marks — Executive Officer according to Series 93-1 Form D
IMPORTANT IDENTITY NOTE: This Howard Marks is StartEngine Co-Founder & CEO Howard Marks. He should not be confused with Howard Marks of Oaktree Capital Management.
PLATFORM: StartEngine Private | PARENT: StartEngine Inc. / StartEngine Crowdfunding corporate group
MANAGER: StartEngine Private Manager LLC
ADVISER / ORGANIZER: StartEngine Adviser LLC — Exempt Reporting Adviser
BROKER-DEALER PLATFORM ENTITY: StartEngine Primary LLC — FINRA member / SEC-registered broker-dealer and ATS operator according to StartEngine corporate filings
TRANSFER AGENT AFFILIATE: StartEngine Secure LLC — SEC-registered transfer agent
PUBLIC BUSINESS MODEL: StartEngine Private allows accredited investors to purchase interests in SE Funds that own shares of venture-capital-backed, late-stage private companies. Series of StartEngine Private LLC generally represent single-company investment vehicles, while StartEngine Private Funds LLC can hold multiple companies.
PLATFORM PRIVATE INVESTMENT ACTIVITY: StartEngine reported approximately $71.54M of private investments purchased during 2025 across the broader StartEngine Private business. THIS IS NOT SERIES 93-1 AUM OR CAPITAL RAISED.
UNDERLYING SERIES 93-1 COMPANY: Not identified in the public Form D reviewed.
IMPORTANT OWNERSHIP NOTE: Investors purchase equity interests in Series 93-1, not necessarily direct shares of the underlying private company. StartEngine states that its Series may hold underlying securities directly or through another SPV.
IMPORTANT FEE NOTE: Series 93-1 reports $0 sales commissions and finder fees in Form D. This does not establish that the Series has no management, administrative, structuring or carried-interest economics. Series-specific offering documents must be reviewed.
INDEPENDENT VERIFICATION NOTE: SEC EDGAR directly confirms Series 93-1, Howard Marks, StartEngine's Burbank address, Rule 506(b), $2.837M offering, $319.3K sold, five investors and $50,375 minimum. StartEngine's public-company SEC filings independently establish the StartEngine Private Manager / Adviser / Primary structure and explain that StartEngine Private series provide indirect exposure to venture-backed private companies. The underlying Series 93-1 company remains unidentified from the Form D itself.
PRIMARY SOURCES: SEC EDGAR Form D, Accession No. 0002117560-26-000001; StartEngine 2025 annual report and 2026 corporate filings; StartEngine official Private offering pages and disclosures.
Form D is an exempt-offering notice and is not an SEC-issued certificate, approval or endorsement.