ck0002131040-20260803

As filed with the Securities and Exchange Commission on August 3, 2026

Securities Act File No. 333-297168

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. 2 ☒

POST-EFFECTIVE AMENDMENT NO. ☐

Robinhood Ventures Fund II

(Exact name of Registrant as Specified in Charter)

85 Willow Road

Menlo Park, CA 94025

(Address of Principal Executive Offices)

(650) 761-7789

(Registrant’s Telephone Number, including Area Code)

John Markle

Maureen Montgomery

85 Willow Road

Menlo Park, CA 94025

(Name and Address of Agent for Service)

Copies to:


Christopher P. Healey	William G. Farrar
Davis Polk & Wardwell LLP 1050 17th Street, NW Washington, DC 20036 Tel: (202) 962-7000	Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 Tel: (212) 558-4000

Emily Roberts	John L. Savva
Davis Polk & Wardwell LLP 900 Middlefield Road Redwood City, CA 94063 Tel: (650) 752-2000	Sullivan & Cromwell LLP 550 Hamilton Avenue Palo Alto, CA 94301 Tel: (650) 461-5600

Gregory S. Rowland
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000

Approximate Date of Commencement 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 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan
☐	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: _____.
☐	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: _____.

Check each box that appropriately characterizes the Registrant:


☐	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“1940 Act”)).
☒	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the 1940 Act).
☐	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the 1940 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 (“Exchange Act”)).
☐	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 1940 Act for less than 12 calendar months preceding this filing).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE

REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN

ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE

SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration

statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek

an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated August 3, 2026

PRELIMINARY PROSPECTUS

Maximum Offering of 8,000,000 Shares

Robinhood Ventures Fund II

Common Shares

$25.00 per share

The Company. Robinhood Ventures Fund II (the “Company”) is a newly organized Delaware statutory trust with limited operating history. The

Company is an externally managed, diversified, closed-end management investment company that has elected to be regulated as a business

development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).

This is the initial public offering of the Company’s common shares of beneficial interest, without par value (the “Shares”), and no public market

currently exists for the Shares. The Company is offering up to 7,600,000 Shares and the selling shareholder identified in this Prospectus is offering

400,000 Shares. The initial public offering price of the Shares is $25.00. The Company will not receive any of the proceeds from the sale of Shares

by the selling shareholder. The selling shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as

amended (the “Securities Act”).

The Investment Objective. The Company’s investment objective is to seek long-term capital appreciation. There can be no assurance that the

Company’s investment objective will be achieved.

Listing. The Shares are expected to be listed, subject to official notice of issuance, on the New York Stock Exchange (“NYSE”) under the

symbol “RVII.”

No Prior History. Because the Company is newly organized, it has limited operating history, and its Shares have no history of public trading.

The Company has made limited investments using the proceeds of a seed capital investment by Robinhood Markets, Inc. (“Robinhood”). Shares of

BDCs frequently trade at a discount from their net asset value. The risk of loss due to this discount may be greater for investors expecting to sell their

shares in a relatively short period after the completion of this offering.

Investing in the Shares is speculative and involves certain risks. See “Risks” beginning on page 57 of this Prospectus. You should

carefully consider these risks together with all of the other information contained in this Prospectus before making a decision to purchase

Shares.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is

truthful or complete. Any representation to the contrary is a criminal offense.


	Per Share			Total(1)
Initial Public Offering Price ...................................................................................................................	$	25.00	$	200,000,000
Sales Load(2) ...........................................................................................................................................	$	1.125/4.50%	$	9,000,000/4.50 %
Proceeds to the Company before Expenses(3) ........................................................................................	$	23.875	$	181,450,000
Proceeds to the Selling Shareholder before Expenses ...........................................................................	$	23.875	$	9,550,000

(notes on next page)

The Underwriters expect to deliver the Shares against payment in New York, New York on [●], 2026.

Goldman Sachs & Co. LLC


Citigroup*	J.P. Morgan*	UBS Investment Bank*	Wells Fargo Securities*
(* in alphabetical order)

Prospectus dated [●], 2026.

(notes continued from front cover)

(1)The underwriters are obligated to purchase all the Shares sold in the offering, which represent 8,000,000 of the Company’s outstanding

voting securities. In addition, under the terms of the Underwriting Agreement (as defined later in this Prospectus), the Company has

granted the underwriters an option, exercisable within 30 days after the date of this Prospectus, to acquire up to an additional 15% of the

total number of the Shares to be offered in the offering, solely for the purpose of covering over-allotments. If this option is exercised in full,

the total public offering price, sales load, and proceeds to the Company will be $230,000,000, $10,350,000 and $210,100,000, respectively.

It is anticipated that a portion of the Shares offered by this Prospectus will be offered through Robinhood Financial LLC (“Robinhood

Financial”), acting as a selling group member, to allocate for sale to its customers through its IPO Access feature on the Robinhood

platform. Any such sales will be made at the same initial public offering price, and at the same time, as any other purchases in this offering.

Robinhood Financial will not retain any fees or other amounts received in connection with providing this service to the Company. It is

further anticipated that a portion of the Shares offered by this Prospectus will be offered through TradePMR, Inc. (“TradePMR”), acting as

a selling group member, to allocate to its investment adviser customers and their clients through its Advisor IPO Access feature on the

Fusion platform. Any such sales will be made at the same initial public offering price, and at the same time, as any other purchases in this

offering. TradePMR will not retain any fees or other amounts received in connection with providing this service to the Company. See

“Underwriting” and “Potential Conflicts of Interest.”

(2)The underwriters of this offering (the “Underwriters”), will deduct from the gross offering proceeds a sales load of $9,000,000, which is

4.50% of the gross proceeds from the sale of the Shares in the offering. The effect of the aggregate sales load will immediately reduce the

net asset value of each Share purchased in this offering. See “Summary of Fees and Expenses” and “Underwriting.”

(3)The Company estimates that it will incur expenses of approximately $5.9 million (approximately 2.96% of the gross proceeds) in

connection with this offering, which is $0.7792 per Share if 7,600,000 Shares are sold by the Company in this offering. These expenses

include organizational expenses, registration fees, underwriting discounts and commissions (other than the sales load), FINRA (as defined

later in this Prospectus) filing fees, exchange listing fees, printing expenses, legal fees and expenses and accounting fees and expenses. The

organizational and offering costs will immediately reduce the net asset value of each Share purchased in this offering. See “Summary of

Fees and Expenses” and “Underwriting.” Any organizational costs or offering costs incurred prior to the closing of the initial public

offering paid by Robinhood will be reimbursed by the Company. The Company will reimburse Robinhood promptly following the offering

out of the offering proceeds.

Investment Strategy and Policies. In pursuing its investment objective, the Company will primarily invest, under normal

circumstances, in a diversified portfolio of early-stage and growth-stage private companies, with a focus on private companies that are

current or previous participants in the Y Combinator startup accelerator program or companies with a founder or co-founder that has

participated in the Y Combinator startup accelerator program (collectively, “YC Companies”). The Company may, however, also

invest in companies that are not YC Companies. The Adviser will seek to invest in YC Companies and other early-stage and growth-

stage private companies that, in the view of the Adviser, demonstrate significant growth potential (each, a “Promising Company”).

The specific Promising Companies in which the Company focuses its investments may change over time, including if a Promising

Company becomes a public company or is acquired in the future and the Company elects to sell its investment in such company. The

Company intends to make direct and indirect investments in Promising Companies. See “Investment Objective and Strategy.”

Y Combinator is a leading startup accelerator that helps launch and scale early-stage technology companies by providing seed

funding, mentorship, and access to a global founder and investor network. “Y Combinator” is a registered trademark of Y Combinator

Management, LLC or its affiliates and is used by the Company with permission. Y Combinator does not sponsor, endorse, or promote

the Company and has no responsibility for the management or performance of the Company.

Concentration. The Company does not have fixed guidelines for diversification by industry or type of security, and investments

may be concentrated in only a few industries or types of securities. The Company may, for example, invest significantly in aerospace

and defense, artificial intelligence (“AI”), computer software, consumer products, consumer technology, enterprise software, Fintech,

technology, and robotics-related companies.

The Adviser and the Administrator. Robinhood Ventures DE, LLC (the “Adviser”), which is registered as an investment adviser

with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers

Act”), serves as the Company’s investment adviser and is responsible for making investment decisions for the Company’s portfolio.

The Adviser was formed in August 2025, has limited investing history and has no history managing BDCs, and is a wholly-owned

subsidiary of Robinhood, a publicly traded company. The principal business address of the Adviser is 85 Willow Road, Menlo Park,

California, 94025. The Adviser has a team of seven research and investment professionals, including Sarah Pinto, the Adviser’s Chief

Investment Officer, and 125 other professionals. As of June 30, 2026, the Adviser had approximately $704.1 million of assets under

management. The Adviser will also serve as the administrator of the Company (in its capacity as administrator of the Company, the

“Administrator”).

Use of Leverage. Following the completion of this offering and the investment of the net proceeds therefrom, the Company

reserves the right to borrow money from banks or other financial institutions, or issue debt securities in an amount up to 66 2/3% of its

total assets in accordance with the 1940 Act if it believes that market conditions would be conducive to the successful implementation

of such a leveraging strategy. Any leveraging strategy will not be fully achieved until the proceeds resulting from the use of leverage

have been invested in accordance with the Company’s investment objective and policies. The use of leverage is subject to numerous

risks. When leverage is employed, the Company’s net asset value per Share (“NAV”) and the market price of the Shares will be more

volatile than if leverage was not used. The Company cannot assure you that the use of leverage would result in a higher return on the

Shares. Any leveraging strategy the Company may employ may not be successful. See “Leverage.”

Risk Factors. An investment in the Company is speculative with a substantial risk of loss, including risks associated with

the Company’s potential use of leverage. The Company and the Adviser do not guarantee any level of return on investments

and there can be no assurance that the Company’s investment objective will be achieved. You should carefully consider these

risks together with all of the other information contained in this Prospectus before making a decision to invest in the

Company. See “Risks” on page 57 of this Prospectus.

•The Company has limited operating history.

•The Company’s share price may be volatile and could decline significantly and rapidly.

•Shares of BDCs frequently trade at a discount to their net asset values.

•The Company will have no limitation on the portion of its portfolio that may be invested in illiquid securities, and all or a

substantial portion of the Company’s portfolio is expected to be invested in such illiquid securities at all times. The Company

may invest without limitation in investments in which no active secondary market is readily available or which are otherwise

illiquid.

•An active, liquid, and orderly market for the Shares may not develop or be sustained. You may be unable to sell your Shares

at or above the price at which you purchased them, or at all.

The timing and amount of our future dividends, if any, will be determined by the Board (as defined below). Any dividends to the

holders of Shares (the “Shareholders”) will be declared out of assets legally available for distribution. The Company intends to elect to

be treated as a RIC (as defined below) for federal income tax purposes and expects to continue to operate in a manner so as to qualify

for the tax treatment applicable to RICs. See “Distributions.”

***

You should read this Prospectus, which concisely sets forth information about the Company that a prospective investor ought to

know before investing, before deciding whether to invest in the Shares, and retain this Prospectus for future reference. You may

request free copies of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-

K (“Shareholder Reports”), when available, or request other information about the Company or make other shareholder inquiries, free

of charge, by calling a toll-free number at 877-389-1648 or writing to the Company at 85 Willow Road, Menlo Park, California 94025.

Copies of the Company’s Shareholder Reports (when available) will also be available free of charge on the Company’s website at

robinhood.com/us/en/ventures/rvii. Except as noted herein, information contained on the Company’s website is not incorporated by

reference into this Prospectus. You may also obtain information about the Company for free from the SEC’s website, https://

www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file

electronically with the SEC.

You should not construe the contents of this Prospectus as legal, tax or financial advice. You should consult with your own

professional advisors as to the legal, tax, financial or other matters relevant to the suitability of an investment in the Company.

The terms “we,” “us,” “our” and “the Company” in this Prospectus refer to Robinhood Ventures Fund II, a Delaware statutory

trust.

The Company is an “emerging growth company” under the federal securities laws and will be subject to reduced public company

reporting requirements.

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, a security in any jurisdiction or to

any person to whom it is unlawful to make such an offer or solicitation in that jurisdiction.

The Shares do not represent a deposit or an 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 other government agency.

Neither the Company nor the selling shareholder nor the Underwriters have authorized anyone to provide you with any

information or to make any representations other than those contained in this Prospectus or in any free writing prospectus we

have prepared and filed with the SEC. The Company , the selling shareholder and the Underwriters take no responsibility for,

and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that

the information in this Prospectus is accurate only as of the date of this Prospectus. The Company’s business, financial

condition and prospects may have changed since that date.

TABLE OF CONTENTS


	Page
Prospectus Summary .................................................................................................................................	1
Cautionary Note Regarding Forward-Looking Statements .......................................................................	35
Summary of Fees and Expenses ................................................................................................................	36
The Company .............................................................................................................................................	38
Use of Proceeds .........................................................................................................................................	46
Investment Objective and Strategy ............................................................................................................	47
Robinhood Overview .................................................................................................................................	55
Leverage ....................................................................................................................................................	56
Risks ..........................................................................................................................................................	57
Potential Conflicts of Interest ....................................................................................................................	83
Management of the Company ....................................................................................................................	93
Company Expenses ....................................................................................................................................	109
Net Asset Valuation ...................................................................................................................................	112
Underwriting ..............................................................................................................................................	115
Selling Shareholder ....................................................................................................................................	120
Closed-End Fund Structure; No Right of Redemption ..............................................................................	123
Distributions ..............................................................................................................................................	124
Dividend Reinvestment Plan .....................................................................................................................	125
Description of Shares .................................................................................................................................	127
Certain Provisions in the Declaration of Trust ..........................................................................................	128
ERISA Considerations ...............................................................................................................................	132
Material U.S. Federal Income Tax Considerations ....................................................................................	133
Business Development Company Regulations ..........................................................................................	144
Investment Practices, Techniques and Risks .............................................................................................	146
Control Persons and Principal Shareholders ..............................................................................................	180
Code of Ethics ............................................................................................................................................	181
Proxy Voting Policies and Procedures ......................................................................................................	182
Portfolio Transactions ................................................................................................................................	183
Custodian and Sub-Administrator .............................................................................................................	184
Transfer Agent, Dividend Paying Agent and Registrar .............................................................................	185
Available Information ................................................................................................................................	186
Fiscal Year .................................................................................................................................................	187
Independent Registered Public Accounting Firm ......................................................................................	188
Legal Counsel ............................................................................................................................................	189
Website Disclosure ....................................................................................................................................	190
Privacy Notice ...........................................................................................................................................	191
Index to Financial Statements ....................................................................................................................	F-1

PROSPECTUS SUMMARY

This summary highlights some of the information contained in this Prospectus. It is not complete and does not

contain all of the information that a prospective investor should consider before investing in the Company. Before

investing, you should carefully read the more detailed information appearing elsewhere in this Prospectus.


The Company ..............................	The Company is a newly organized Delaware statutory trust, structured as an externally managed, diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act.

Board of Trustees ........................	The Company’s Board of Trustees (“Board”) has overall responsibility for the management and supervision of the business operations of the Company. The Board is comprised of five Trustees, a majority of whom are not “interested persons” (as defined in the 1940 Act) of the Company (“Independent Trustees”).

The Adviser and the Administrator ..............................	The Adviser, which is registered as an investment adviser with the SEC under the Advisers Act, serves as the Company’s investment adviser and is responsible for making investment decisions for the Company’s portfolio. The Adviser was formed in August 2025, has limited investing history and has no experience managing BDCs, and is a wholly-owned subsidiary of Robinhood. As of June 30, 2026, the Adviser had approximately $704.1 million of assets under management. The Adviser will also serve as the administrator of the Company (in its capacity as administrator of the Company, the “Administrator”).

Investment Team ........................	The Adviser’s investment team currently consists of seven research and investment professionals, including Sarah Pinto and Richard Aberman, the portfolio managers of the Company, and is supported by members of the Adviser’s senior executive team. The investment team is responsible for selecting and evaluating all investment opportunities on behalf of the Company. The investment team’s members may change from time to time as designated by the Adviser.

Investment Objective ..................	The Company’s investment objective is to seek long-term capital appreciation. There can be no assurance that the Company will achieve its investment objective.

Investment Strategies ..................	In pursuing its investment objective, the Company will primarily invest, under normal circumstances, in a diversified portfolio of early-stage and growth-stage private companies, with a focus on private companies that are current or previous participants in the Y Combinator startup accelerator program or companies with a founder or co-founder that has participated in the Y Combinator startup accelerator program (collectively, “YC Companies”). Approximately 500-700 companies join Y Combinator each year.1 The Company may, however, also invest in companies that are not YC Companies.

	Y Combinator is a leading startup accelerator that helps launch and scale early- stage technology companies by providing seed funding, mentorship, and access to a global founder and investor network. “Y Combinator” is a registered trademark of Y Combinator Management, LLC or its affiliates and is used by the Company with permission. Y Combinator does not sponsor, endorse, or promote the Company and has no responsibility for the management or performance of the Company.


	The Company will seek to invest in YC Companies and other early-stage and growth-stage private companies that, in the view of the Adviser, demonstrate significant growth potential (each, a “Promising Company”). In identifying Promising Companies, the Adviser considers a variety of factors that may include the experience and track record of the founding team, market size, industry trends, product differentiation, commercial traction, and business model. The Adviser bases its evaluation on information available at the time of investment, which may include pitch presentations, publicly available materials, the Adviser’s own research and analysis, and references from parties familiar with the company or its founders. The specific Promising Companies in which the Company focuses its investments may change over time, including if a Promising Company becomes a public company or is acquired in the future and the Company elects to sell its investment in such company.

	As a BDC, at least 70% of the Company’s assets must be the type of “qualifying” assets listed in Section 55(a) of the 1940 Act, as described herein, which are generally privately offered securities issued by U.S. private or thinly traded companies. The Company may also invest up to 30% of its portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies and private vehicles that rely on an exclusion from the definition of investment company in Section 3(c) of the 1940 Act.

	The Company will make direct investments in Promising Companies, including follow-on investments, which will typically be in the form of non-controlling equity and equity-related securities, including, but not limited to, simple agreements for future equity (“SAFEs”), common stock, warrants, convertible preferred stock, other equity or equity-linked securities or ownership interests in business enterprises, other forms of senior equity, which may or may not be convertible into a company’s common equity, and preferred stock and convertible debt securities.

	The Company expects that a significant portion of its investments may be in the form of SAFEs. A SAFE is an agreement between an investor and a company in which the company generally agrees that the investor’s investment in the company will be converted into equity in the company upon certain trigger events. For example, the investor’s SAFE investment would typically be converted into convertible preferred stock in the company’s next priced equity financing round, at the valuation that is set in the company’s next priced equity financing round. In addition, a SAFE may be triggered if the company is acquired by or merged with another company. Other triggers may be an initial public offering of securities by the company.


	Although the Company will principally seek to invest directly in Promising Companies, the Company may also make indirect investments in Promising Companies by purchasing units or shares of special purpose vehicles (“SPVs”), venture funds and private equity funds, limited liability companies, limited partnerships, pooled investment vehicles, including venture capital funds, that would be investment companies but for Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, and other vehicles (each, a “Private Vehicle”) that provide the Company with economic exposure to the equity of one or more Promising Companies. The SPVs in which the Company expects to invest will be private investment vehicles managed by unaffiliated managers that are designed to provide the Company and other accredited investors access to concentrated economic exposure to one or more specific private companies through a private offering of securities exempt from registration under the Securities Act pursuant to Regulation D. An SPV may source its investments in underlying private companies through a variety of methods, including through existing investment, business or other relationships that the manager of the SPV may have with a private company or its founders and/or key employees. Individual SPVs that the Company expects to invest in may have different terms and structures, which may present unique risks and a different economic experience than if the Company were to hold interests in the underlying private companies directly. The types of SPVs in which the Company expects to invest may charge upfront sales charges as well as management fees and/or carried interest-type fees that will impact the value of the Company’s investment and the Company’s investment return. All investors in an SPV typically will have similar rights, which are documented in the governing documents of the SPV, subject to the terms of any side letters entered into between an investor (including the Company) and the manager of the SPV that may alter such rights and/or provide certain benefits to individual SPV investors.
	It is expected that the SPVs in which the Company invests will not provide the Company with voting rights with respect to the SPVs or underlying private companies. Private Vehicles will typically not be controlled by the Company and will not be subsidiaries of the Company. Such investments may include investments made through “secondary transactions,” in which the Company acquires an interest in an existing Private Vehicle from another investor. The Company also may seek indirect economic exposure to Promising Companies in other ways, including through special situations, other equity or credit investments, equity-related and equity-linked investments such as forward contracts for future delivery of stock, swaps, and other synthetic equity agreements that provide it with economic exposure to the equity of a Promising Company. To the extent the Company enters into forward contracts or other derivatives with respect to a Promising Company, the Company intends to do so only with reputable counterparties that have received (or the guarantors of the obligations of which have received) a credit rating of A-1 or P-1 by S&P Global Ratings (“S&P”) or Moody’s Ratings (“Moody’s”), or that have an equivalent rating from another nationally recognized statistical rating organization (“NRSRO”), or that are determined to be of equivalent credit quality by the Adviser. Private Vehicles that rely on an exclusion from the definition of investment company in Section 3(c) of the 1940 Act would not be qualifying assets for purposes of compliance with the requirement of Section 55(a) of the 1940 Act to invest at least 70% of the Company’s total assets in qualifying assets. The Company will publicly disclose information regarding its exposure to the holdings of Private Vehicles and will make such information available on the Company’s website (robinhood.com/us/en/ventures/rvii) on at least a quarterly basis and will post this information contemporaneously with its Form 10-K and Form 10-Q filings.


	In seeking to achieve its investment objective, the Company will invest, without limit, in privately placed or restricted securities (including in Rule 144A securities, which are privately placed securities purchased by qualified institutional buyers), illiquid securities and securities in which no secondary market is readily available, of private companies. Issuers of these securities are not expected to have a class of securities registered, or be subject to periodic reporting, pursuant to the Exchange Act.

	The Company generally intends to hold its investments as a long-term investor, consistent with its investment objective and strategies, and, accordingly, the Company does not expect to divest investments on any particular timeline or upon the occurrence of any particular event. For example, the Company expects generally to continue to hold investments in a company after future rounds of financing or an initial public offering. However, the Company may divest of some or all of an investment as the Adviser determines to be appropriate and consistent with the Company’s investment objective or strategies. This may occur in connection with a future round of financing, an initial public offering or acquisition of a company, in the event the Adviser determines it is appropriate to rebalance the portfolio, where the Adviser determines that the investment is no longer performing in line with expectations, or for any other reason in the Adviser’s discretion. In addition, if an investment is held in a Private Vehicle, the Private Vehicle may dispose of a Promising Company.

	Under normal circumstances, substantially all of the Company’s assets will be invested in direct or indirect investments in Promising Companies (except that the Company may continue to hold investments in a Promising Company after future rounds of financing or the initial public offering of such Promising Companies). However, consistent with the Company’s BDC election and its election to be taxed as a RIC, the Company may also invest, to a lesser extent (including while it is seeking to build its position in one or more Promising Companies or to manage cash) in other investments, including listed companies, mutual funds, BDCs, exchange-traded funds (“ETFs”), money market funds, U.S. government securities and other fixed income obligations, and cash equivalents (such as bankers’ acceptances, certificates of deposit, commercial paper, short-term government and corporate obligations and repurchase agreements), and crypto or digital assets, and may at times hold a significant percentage of its assets in such investments. To the extent that a significant portion of the Company’s assets are invested in such instruments for an extended period of time, the Company may not achieve its investment objective.


	The Company does not have fixed guidelines for diversification by industry or type of security, and investments may be concentrated in only a few industries or types of securities. The Company may, for example, invest significantly in aerospace and defense, artificial intelligence (“AI”), computer software, consumer products, consumer technology, enterprise software, Fintech, technology, and robotics-related companies.

	The Company is permitted to borrow money or issue debt securities in an amount up to 66 2/3% of its total assets in accordance with the 1940 Act. The Company may establish one or more credit lines to borrow money for a range of purposes, including for the purpose of funding investments, to satisfy the Company’s liabilities or obligations, or other specified purposes. The Company may pledge its assets to secure any such borrowings. There is no assurance, however, that the Company will be able to enter into a credit line or that it will be able to timely repay any borrowings under such credit line, which may result in the Company incurring leverage on its portfolio investments from time to time. The Company’s use of leverage may increase or decrease from time to time in its discretion and the Company may, in the future, determine not to use leverage.


	The Company may make investments directly or indirectly through one or more wholly-owned subsidiaries (each, a “Subsidiary” and collectively, the “Subsidiaries”), and references herein to the Company’s investments also refer to any Subsidiary’s investments.

	If the Company uses one or more Subsidiaries to make investments, the Company and its Shareholders will bear the respective organizational and operating fees, costs, expenses and liabilities of those Subsidiaries. The Company and its Subsidiaries will have the same investment strategies and will be subject to the same investment restrictions and limitations on a consolidated basis. The Adviser will serve as investment adviser to the Company and each Subsidiary. The Subsidiaries will comply with the provisions of the 1940 Act relating to affiliated transactions and custody.

	The Adviser will not cause the Company to engage in certain negotiated investments alongside affiliates unless the Company has received an order from the SEC granting an exemption from Sections 17 and 57 of the 1940 Act, or unless such investments are not prohibited by Section 17(d) of the 1940 Act or interpretations thereof, as expressed in SEC no-action letters or other available guidance. The Adviser and the Company have applied for an exemptive order from the SEC that, if granted, would expand the Company’s ability to invest alongside its affiliates in privately placed investments that involve the negotiation of certain terms of the securities to be purchased (other than price- related terms).

__________________

(1)Source: Startup Directory (last visited June 25, 2026), available at https://www.ycombinator.com/companies.

Market Opportunity ....................

Venture investing has historically been one of the most powerful engines of

wealth creation in the American economy — generating many of the companies

that have defined modern life, employed millions of Americans, and produced

extraordinary returns. Yet the opportunity to share in that wealth creation has

been systematically denied to the vast majority of Americans, reserved instead

for a small and self-reinforcing circle of institutional investors and well-

connected insiders. That exclusion is not an accident of market structure. It is a

consequence of rules and access barriers that have never been designed to

provide access to ordinary Americans. The Company is designed to change that

— by investing in YC Companies and other early-stage or growth-stage

companies whose technology, markets, and competitive position demonstrate, in

the view of the Adviser, compelling potential, providing the access and the

diversification that are unavailable to most investors.

I.The Private Venture Market: Size, Growth, and Returns

The U.S. venture capital market has grown dramatically over the past decade and

a half. U.S. venture capital reached $320.0 billion deployed in 2025 — the

second-highest annual total ever recorded, behind only the 2021 peak of $358.2

billion.1 Even the relative trough of 2023, at $168.8 billion, exceeded every

pre-2018 annual total in U.S. history. The U.S. venture capital industry now

manages $1.38 trillion in total assets under management — comprising $1.08

trillion in net asset value and $299.3 billion in dry powder awaiting deployment

into the next generation of companies.1

Equally significant is a structural shift in when companies choose to access

public markets — and therefore in where their most significant appreciation

occurs. The median time from a company’s founding to its initial public offering

(“IPO”) was 5 years in 1999; by 2024, that figure had reached 14 years.2 A

company that remains private for 14 years may complete its foundational growth

arc — from idea, to product-market fit, to scaling — entirely within the private

markets, entirely out of reach of most of the investing public. The investors who

participate in that arc earn returns commensurate with bearing that risk. Often,

by the time a company reaches its IPO, the most significant wealth creation has

already occurred, and it has occurred exclusively for the small group of insiders

who were allowed to invest early on.

As of year-end 2025, approximately 859 venture-backed private companies

globally were valued at $1 billion or more, representing an aggregate estimated

value of approximately $4.34 trillion.3 Whether that value is ultimately realized

through an acquisition, a public offering, or a secondary transaction, most of the

returns will flow to those who were permitted to invest during the private phase

— the same endowments, sovereign wealth funds, and ultra-high-net-worth

individuals who have always had access.

II.The Closed Door: How Ordinary Americans Are Locked Out

The private venture market has delivered significant returns and generated much

of the economic dynamism of the past generation. Generally, private venture

investments have not been accessible to most ordinary Americans. The exclusion

operates at two levels — a legal barrier erected by the SEC’s accredited investor

rules, and a practical barrier rooted in the insular network dynamics of venture

capital.

The Accredited Investor Threshold. Under the Securities Act of 1933, most

private securities offerings — including interests in venture capital funds and

direct investments in private companies — may be sold only to “accredited

investors,” defined by minimum thresholds for income, net worth, or

professional certification.4 According to a June 2025 study published by the

SEC’s Office of the Investor Advocate (the “2025 OIAD study”), approximately

12.6% of U.S. individuals qualify as accredited investors.5 More than eight in ten

Americans may be legally prohibited from investing in the types of private

venture investments that have generated some of the most significant wealth in

modern economic history because they do not meet the accredited investor

threshold.

The Network Barrier. For the minority of Americans who clear the legal

threshold, a second wall awaits. Even among those who are legally eligible to

participate, only 4.3% of accredited investors actually own private market

securities.5 The most successful private venture funds are chronically

oversubscribed and allocate capacity almost entirely to a fixed circle of

institutional investors and high-net-worth individuals whose relationships were

established over decades. Top-tier founders typically raise money through

introductions from trusted networks, resulting in many of the best opportunities

going to the same people they always have.

The result is a compounding exclusion. Only 12.6% of Americans are legally

eligible to participate. Of those, only 4.3% actually own private market

securities. Meanwhile, among the vast majority of Americans who are not

accredited investors, only 1.1% own private market securities. Collectively,

approximately 1.3% of the total U.S. population holds any private market

investment at all.5 However, the same 2025 OIAD study found that 5.2% of the

total U.S. population — four times the number who actually own such securities

— express interest in investing in new or private companies.5 We believe that the

gap between what such Americans want and what they are permitted to access

may be the defining inequity of modern capital markets.

III.The Diversification Dilemma

The structural exclusion described above does more than deny ordinary

Americans access to individual opportunities. It prevents them from investing in

early-stage and growth-stage companies in one of the only ways that we believe

makes economic sense.

Early-stage and growth-stage investing is defined by the power law: the

distribution of outcomes is extraordinarily skewed, with the large majority of

companies returning little or no capital and a small number of exceptional

outcomes driving virtually all aggregate returns.6 This is not a flaw in the asset

class — it is its defining characteristic, and it is precisely what produces venture-

scale returns for those who can capture it. Historical data shows that, as an asset

class, seed and Series A investing has delivered the highest returns of any stage

in U.S. venture capital, even accounting for higher company failures.8 But

capturing it requires a portfolio broad enough to include the outliers. An investor

who participates in only a handful of early-stage or growth-stage companies

faces binary concentration risk with no structural mechanism to offset failures.

The expected return of a small, undiversified portfolio of early-stage and growth-

stage investments is materially lower than the expected return of the asset class

itself, because the probability of holding the handful of companies that drive

aggregate returns decreases sharply as portfolio size declines. Institutional

venture funds are constructed with this dynamic explicitly in mind — deploying

capital across large numbers of companies precisely because breadth of exposure

is the instrument through which the power law works in investors’ favor rather

than against them.

It generally is not possible for ordinary Americans to obtain this type of

diversified exposure to early- and growth-stage companies on their own. The

legal and network barriers described above do not merely limit retail access to

individual transactions — they make it structurally impossible for typical retail

investors to assemble the kind of diversified portfolio of early-stage and growth-

stage companies that we believe the asset class calls for. Minimum investment

sizes in private rounds — even where access exists — are typically far beyond

what retail investors can deploy across a sufficient number of companies to

achieve meaningful diversification. Deal flow itself is the binding constraint:

building a diversified early-stage and growth-stage portfolio requires consistent

access to a large volume of high-quality opportunities, which in turn requires the

kind of established institutional relationships that retail investors generally do

not have. A retail investor who overcomes the accredited investor legal threshold

and secures access to one or two early-stage investments has not solved the

access problem — he or she has simply taken on the risk profile of early-stage

investing without the broad portfolio construction that makes that risk rational to

bear.

The inability to diversify is not a secondary limitation. It is a core reason that

retail participation in early-stage and growth-stage investing, absent a

professionally managed, broadly diversified structure, fails to deliver the returns

that make the asset class worth pursuing. Solving the access problem means

solving the diversification problem — and doing so at a scale and with a

sourcing capability that retail investors generally cannot replicate on their own.

IV.RVII: Built to End the Exclusion

RVII is purpose-built to address the barriers and limitations described above.

RVII has no investment minimums, no income threshold, no net worth test, and

no accredited investor requirement. The wealth barrier that largely defines the

private market does not apply to RVII.

RVII will be listed and freely tradable on the NYSE. Investors may buy or sell

Shares on the NYSE without lockup periods, redemption gates, or capital call

obligations, although an active market may not develop, while the Company

generally expects to hold its investments through their natural private-phase arc

and seeks to realize value at natural exit — through acquisition, public offering,

or secondary transaction.

Diversification is a structural feature of RVII. Over time, RVII expects to invest

across a portfolio of a significant number of companies, applying the

construction discipline that institutional venture funds use to manage single-

company failure risk. The existing seed portfolio already includes investments in

80 private companies. Individual retail investors generally cannot replicate this

structure independently: private investing requires deal sourcing, underwriting

capacity, and portfolio scale that are generally operationally out of reach for

individuals acting alone.

The Adviser believes it is situated to develop a pipeline of investment

opportunities that are generally accessible only to institutional insiders. The

Adviser’s relationships across venture capital include investors, founders, and

institutional participants who are active in venture markets, both within and

beyond the YC Company ecosystem. These relationships provide the Adviser

with visibility into financing rounds, access to investment opportunities that are

not broadly marketed, and the credibility to participate in competitive rounds

alongside established institutional investors. Early-stage and growth-stage

investing is, by its nature, a relationship-driven activity: the most attractive

opportunities are allocated through trusted networks, and access is a function of

reputation and prior engagement. The Adviser’s position within those networks

is a strategic advantage that individual retail investors — and many new market

entrants — generally cannot replicate independently.

V.Why Y Combinator: Leading Incubator with a Strong Track

Record(7)

Y Combinator has funded over 5,000 companies with a combined value of over

$1.3 trillion, including 100 “unicorns” with valuations over $1 billion, since

2005. Some notable companies previously funded by Y Combinator include:

•Aerospace: Boom

•Consumer & Marketplaces: Airbnb, DoorDash, Instacart, Reddit,

Twitch

•Enterprise & AI: Cruise, Deel, Dropbox, PagerDuty, OpenAI, Scale AI

•Fintech: Brex, Coinbase, Gusto, Stripe

See “Principal Risk Factors—YC Companies Risk.”

__________________

(1)Source: NVCA 2026 Yearbook (National Venture Capital Association / PitchBook Data, Inc., 2026); data as of December 31, 2025.

(2)Source: Jay R. Ritter, “Initial Public Offerings: Median Age of IPOs Through 2025,” University of Florida IPO Initiative, updated

December 31, 2025. Based on 9,343 IPOs from 1980–2025.

(3)Source: NVCA 2026 Yearbook (National Venture Capital Association / PitchBook Data, Inc., 2026); data as of December 31, 2025.

(4)Source: 17 C.F.R. § 230.501(a).

(5)Source: Katherine Carman, Alycia Chin, Steven Nash & Brian Scholl, “Exploring Accredited Investors and Private Market Securities

Ownership,” SEC Office of the Investor Advocate, OIAD Working Paper 2025 No. 1 (June 2025). Numbers included were provided by

the study and may not arithmetically reconcile.

(6)Source: See e.g., Chris Dixon, Performance Data and the 'Babe Ruth' Effect in Venture Capital, Andreessen Horowitz (June 8, 2015),

https://a16z.com/performance-data-and-the-babe-ruth-effect-in-venture-capital/. Past performance is not indicative of future results.

(7)Data from Y Combinator website. Past performance is not indicative of future results. The performance results for Y Combinator presented

above are not intended to predict or suggest the future returns of the Company. The performance data shown above should not be

considered a substitute for the Company’s own performance information.

(8)Source: Kaidi Gao, VC Returns by Series: Part IV, PitchBook Data, Inc. (Aug. 27, 2024), data as of June 6, 2024. Past performance is not

indicative of future results. Seed-stage investments, in aggregate across the full cohort of companies that raised a seed round, generated the

highest annualized returns of any series, at 25.5%, compared with 19.2% for Series A, roughly 13% for Series B and C, and 14.5% for

Series D+. Seed-stage companies fail at a rate as high as 38.6% by company count, nearly triple the roughly 13% failure rate seen at Series

D and beyond. Failure rates and annualized returns are historical, aggregate figures derived from a cohort of US-headquartered, venture-

backed companies that raised their first round of institutional VC financing between 2009 and 2018, and reflect PitchBook's proprietary

methodology, including estimated assumptions for companies presumed to have failed based on an extended period without a subsequent

financing round. These figures do not represent the actual or projected returns of the Company or any portfolio company, and there can be

no assurance that the Company will achieve comparable, or any, returns.


Listing and Symbol .....................	The Shares are expected to be listed, subject to official notice of issuance, on the NYSE under the symbol “RVII.” See “Description of Shares.”

Principal Risk Factors .................	The following are certain principal risk factors that relate to the operations and terms of the Company. The following information is a discussion of the known material risk factors associated with an investment in the Shares specifically. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results. The value of your investment in the Company, as well as the amount of return you receive on your investment in the Company, may fluctuate significantly. You may lose part or all of your investment in the Company. There is no assurance that the Company will meet its investment objective. An investment in the Company is speculative and involves a high degree of risk. Therefore, you should consider the risks of investing in the Company prior to making an investment in the Company. Each risk summarized below is considered a “principal risk” of investing in the Company, regardless of the order in which it appears.

Early-Stage Companies Risks

The types of investments that the Company anticipates making involve a high

degree of risk. In general, financial and operating risks confronting portfolio

companies can be significant. While targeted returns should reflect the perceived

level of risk in any investment situation, there can be no assurance that the

Company will be adequately compensated for risks taken. A loss of the

Company’s entire investment is possible. The timing of profit realization is

highly uncertain. Losses are likely to occur early in the Company’s term, while

successes often require a long maturation period.

Early-stage companies often experience unexpected problems in the areas of

product development, manufacturing, marketing, financing and general

management, which, in some cases, cannot be adequately solved. In addition,

such companies may require substantial amounts of financing, which may not be

available through institutional private placements or the public markets. In

addition, the markets that such companies target are highly competitive and in

many cases the competition consists of larger companies with access to greater

resources. The percentage of companies that survive and prosper can be small.

Given the rapid timelines often associated with accelerator programs such as Y

Combinator, and the inherently limited information available on early-stage

companies, the Adviser’s evaluation of a given opportunity is generally

conducted on an expedited basis, which creates heightened risk for investors in

such early-stage companies.

YC Companies Risk

Because the Company focuses its investments in YC Companies, it may be more

concentrated in certain types of businesses (such as high-growth or technology-

oriented companies) and may perform differently than funds that invest in a

broader range of companies or have a less focused investment approach. The

Company is not a party to any agreement with Y Combinator with respect to

access to YC Companies. Any limitation imposed by Y Combinator on the

Company’s access to YC Companies could have a material adverse effect on the

Company’s business, financial condition or results of operations.

Equity Securities Risk

The value of the equity securities the Company holds may fall due to general

market and economic conditions, perceptions regarding the industries in which

the issuers of securities the Company holds participate or factors relating to the

specific companies in which the Company invests. These can include stock

movements, purchases or sales of securities by the Company and other investors,

government policies, litigation, changes in interest rates, inflation, the financial

condition of the companies in which the Company invests or perceptions of such

companies, or economic conditions in general or specific to the issuer. Equity

securities and equity-related securities may also be particularly sensitive to

general movements in the stock market, and a decline in the broader market may

affect the value of the Company’s equity investments.

The equity interests the Company invests in may not appreciate in value and, in

fact, may decline in value or lose all value. Accordingly, the Company may not

be able to realize gains from its equity investments, and any gains that it does

realize on the disposition of any equity investments may not be sufficient to

offset any other losses it experiences.



	SAFEs Risk SAFEs do not represent an equity ownership interest at the time of investment and it is uncertain if SAFEs will provide such exposure in the future. They are designed for early-stage, high-growth startup companies that are expected to raise additional capital in the future. If such growth or financing does not occur, the economic assumptions underlying the investment may not be realized. Unlike common stock, SAFEs do not provide holders with any current ownership rights, including voting rights or rights to dividends, and instead represent only a contractual right to receive equity in the future upon the occurrence of specified triggering events, such as a future equity financing, acquisition, or initial public offering, which may not occur. If such triggering events do not occur, the Company may never receive equity securities and could lose its entire investment. In certain circumstances, a portfolio company may raise additional capital through alternative financing structures that do not trigger conversion. Even if a triggering event occurs, the terms governing conversion may be complex and highly variable, including valuation caps, discounts, or other mechanisms, such as most favored nation or pro rata provisions, that may significantly affect the amount and value of equity ultimately received. The valuation for the company used in the conversion of the SAFEs will be determined by the investors investing in the next priced equity financing round that triggers conversion of the SAFEs, which valuation may not be known by the Company or an accurate reflection of the valuation of the company at that time. A SAFE investment’s value may not change for an extended period of time, for example, until a conversion is triggered. Upon conversion, the Company’s investment in the company that issued the SAFE may change significantly, impacting the Company’s NAV per share and potentially the trading price for the Shares. Because SAFEs are valued based on estimates of future contingent events, their reported fair value may differ materially from realized outcomes.


	Private Investments Risk Investments in private companies involve a high degree of business and financial risk that can result in substantial losses. Less information is available with respect to private companies compared to public companies and private company investments offer limited liquidity. Private companies generally are not subject to SEC reporting requirements, are not required to maintain their accounting records in accordance with generally accepted accounting principles, and are not required to maintain effective internal controls over financial reporting. Operating results for private companies in a specified period may be difficult to determine. As a result, there is risk that the Company may invest on the basis of incomplete or inaccurate information, and will not be able to adequately monitor the performance of its investments, which may adversely affect the Company’s investment performance. In addition, to the extent the Company or its Adviser receives material non-public information about a private company, the Company’s ability to trade in that company (including the Company’s ability to sell its interest in the company) may be restricted at times. Private companies in which the Company may invest also may have limited financial resources, shorter operating histories, more asset concentration risk, narrower product lines and smaller market shares than larger businesses, which tend to render such private companies more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. These companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. Private company investments are more difficult to value than investments in public companies due to less information being available and valuations may fluctuate more dramatically than those of public companies. As a result, the Company’s NAV could significantly increase or decrease if the Company learns of new material information regarding a private company, particularly if the company comprises a significant portion of the Company’s portfolio. Additionally, the Company will only value its investments on a periodic basis. To the extent that new material information regarding a private company in which the Company has invested becomes public, the trading price of the Shares could fluctuate significantly, including potentially causing the Shares to trade at a discount or premium to the most recently published NAV.

	Investments in private companies generally are in restricted securities that are not traded in public markets and subject to transfer restrictions and substantial holding periods. There can be no assurance that the Company will be able to realize the value of its investments in a timely manner, and its ability to dispose of its investments when desired and to rebalance its portfolio in response to market conditions may be limited. There also is no assurance that the private companies in which the Company invests will ever have a liquidity event. Additionally, the types of private companies in which the Company expects to invest may be dependent on key personnel for their future success. If a company is unable to hire and retain qualified personnel, or if the company loses a founder or any key member of its management team, its ability to achieve its business objective could be significantly impaired.


	Historical returns for private company investments have often been dependent on investment selection with a limited number of companies having an outsized impact on the return profile of the asset class. Private companies typically control which investors are permitted to invest in their company, including through a consent right over which investors are permitted to purchase shares from existing investors in that company. There can be no assurance that the companies that the Company targets will permit the Company to become an investor. The Company may not be able to deploy all of its capital in companies that fit its investment mandate. The Company’s private investments may be subject to risks associated with an unaffiliated lead investor. Due diligence will be conducted on private investment opportunities. However, due diligence will necessarily be limited by, among other things, information that the Company is able to obtain, and the Company expects that substantially less information will be available about the Company’s private investments than information that would be available for publicly traded investments. The Company expects to make minority investments where it may have little to no opportunity to negotiate the terms of a particular private investment or to require a specific private company in which the Company invests to disclose any particular type of information to the Company, either in connection with diligence or as ongoing reporting. Where the Company invests alongside an unaffiliated lead investor, the Adviser may rely to some extent on the lead investor’s diligence.

	In connection with some of the Company’s investments in private companies, the Company may pledge some or all voting rights in a particular company to management or another third-party investor. The Adviser may determine in its sole discretion that a pledge of such voting rights for a specific investment opportunity is in the best interests of the Company, and if the Adviser determines that the Company should not agree to pledge such voting rights, it may result in the Company being excluded from the investment opportunity.

	The Company may be provided the opportunity to make additional investments in a private company in its portfolio as “follow-on” investments. The Company may elect not to make follow-on investments in a portfolio company or may lack sufficient funds to make those investments. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and the value of the Company’s investment, or may result in a missed opportunity for the Company to increase its participation in a successful company.

	The Company does not intend to hold controlling equity interests in its portfolio companies and does not expect to be in a position to exercise control over the management of those companies. As a result, the Company will be subject to the risk that a portfolio company may make business decisions with which the Company or its Adviser disagree, and the shareholders and management of a portfolio company may take risks or otherwise act in ways that are adverse to the interests of the Company and its Shareholders.


	Private Vehicle Risks The Company is subject to the risks of any Private Vehicles in which it invests. Private Vehicle interests (which, as noted above, include SPV interests) are expected to be illiquid and subject to restricted marketability, and it may be costly and take considerable time for the Company to realize the value of those investments. In addition, certain private companies may impose broad transfer restrictions on their equity securities. These restrictions may extend to the ability of a Private Vehicle that invests in such private company to admit new investors, meaning that the Company may be unable to invest in a Private Vehicle without the consent of the underlying private company. There can be no assurance that such consent will be granted, which may limit the Company’s ability to gain exposure to certain private companies. The Company expects to primarily invest in Private Vehicles, including SPVs, that provide exposure focused on the same Promising Companies that the Company invests in directly. Although the Adviser will seek to receive detailed information from each Private Vehicle in which the Company invests regarding its business strategy and any performance history, including audited financial statements, in most cases the Adviser will have little or no means of independently verifying this information. In addition, Private Vehicles may have little or no near-term cash flow available to distribute to investors, including the Company.

	Private Vehicle interests, including SPV interests, are ordinarily valued based upon valuations provided by the manager or general partner of the Private Vehicle (a “Private Vehicle Manager”), which may be received on a delayed basis. Certain securities in which Private Vehicles invest may not have a readily ascertainable market price and may be fair valued by the Private Vehicle Managers, similar to how the Company values its private investments. No assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by any Private Vehicle Manager, the accuracy of the valuations provided by the Private Vehicle Managers, that the Private Vehicle Managers will comply with their own internal policies or procedures for keeping records or making valuations, or that the Private Vehicle Managers’ policies and procedures and systems will not change without notice to the Company. As a result, a Private Vehicle Manager’s valuation of the securities may fail to match the amount ultimately realized with respect to the disposition of such securities. A Private Vehicle Manager’s information could also be inaccurate due to fraudulent activity, mis-valuation or inadvertent error. The Company may not uncover errors in valuation for a significant period of time, if ever. Private Vehicle Managers may not use the same valuation methodologies that the Company would use if the Company held the same underlying investments directly.


	The Company will pay asset-based or commitment-based fees, and, in most cases, will be subject to performance-based fees in respect of its interests in Private Vehicles. Such fees and performance-based compensation are in addition to the Company’s own base management fee and incentive fee on capital gains (together, the “Management Fee”). In addition, performance-based fees charged by Private Vehicle Managers may create incentives for the Private Vehicle Managers to make risky investments. The Company may be required to pay a Private Vehicle Manager a performance-based fee based on a Private Vehicle’s investments with positive returns even if the Private Vehicle’s overall returns are negative. Shareholders will indirectly bear a proportionate share of the fees (including any performance fees) and expenses of the Private Vehicles, in addition to a proportionate share of the fees and expenses of the Company, which will reduce the Company’s investment returns.

	The Company is subject to the risks associated with its Private Vehicles’ underlying investments. The investments made by the Private Vehicles will entail a high degree of risk and in most cases will be highly illiquid and difficult to value. The success of each investment made by a Private Vehicle will largely depend on the ability and success of the management of the portfolio companies in addition to economic and market factors. The Company may be subject to capital calls with respect to its Private Vehicle investments, and may need to hold a portion of its portfolio in cash or other liquid assets, or borrow money, to meet such capital calls.

	In connection with making an investment in a Private Vehicle, the Company may decide to pledge some or all voting rights in a Private Vehicle to management or another third-party investor. The Adviser may determine in its sole discretion that a pledge of such voting rights for a specific investment opportunity is in the best interests of the Company, and if the Adviser determines that the Company should not agree to pledge such voting rights, it may result in the Company being excluded from the investment opportunity.

	The Company may make secondary investments in Private Vehicles by acquiring interests in Private Vehicles from existing investors in such Private Vehicles. In such instances, it is generally not expected that the Company will have the opportunity to negotiate the terms of the interests being acquired, other than the purchase price, or other special rights or privileges. Moreover, there is no assurance that the Company will be able to purchase secondary investments in Private Vehicles at attractive discounts to their respective NAV per share, or at all. The overall performance of the Company’s secondary investments in Private Vehicles will depend in part on the acquisition price paid by the Company for its secondary investments, the structure of such acquisitions and the overall success of the Private Vehicle. There is significant competition for secondary investments. No assurance can be given that the Company will be able to invest, or invest in the amounts desired, in such investments.

	Regulatory changes may adversely affect Private Vehicles. The legal, tax and regulatory environment for Private Vehicles is evolving, and it is possible that any future changes may have a materially adverse effect on the ability of Private Vehicles to pursue their investment strategies. Any regulatory changes that adversely affect a Private Vehicle’s ability to implement its investment strategies could have a material adverse impact on the Private Vehicle’s performance, and thus on the Company’s performance.


	Adviser Risk The Company does not and will not have any internal management capacity or employees and depends on the experience, diligence, skill and network of business contacts of the investment professionals the Adviser currently employs, or may subsequently retain, to identify, evaluate, negotiate, structure, close, monitor and manage the Company’s investments. The Adviser will evaluate, negotiate, structure, close and monitor the Company’s investments in accordance with the terms of the Investment Advisory Agreement (as defined later under “Management Fee”). The Company’s future success will depend to a significant extent on the continued service and coordination of the Adviser’s senior investment professionals. The departure of any of the Adviser’s key personnel, including the portfolio managers, or of a significant number of the investment professionals of the Adviser, could have a material adverse effect on the Company’s business, financial condition or results of operations. In addition, the Company cannot assure investors that the Adviser will remain the Company’s investment adviser. The Company may not be able to find a suitable replacement adviser, resulting in a disruption in its operations that could adversely affect its financial condition, business and results of operations.

	Concentration Risk The Company does not have fixed guidelines for diversification by industry or type of security, and investments may be concentrated in only a few industries or types of securities. The Company may, for example, invest significantly in aerospace and defense, artificial intelligence (“AI”), computer software, consumer products, consumer technology, enterprise software, Fintech, technology, and robotics-related companies. While these sectors in which the Company may invest can offer high growth potential, they also come with heightened risk. Companies in these sectors are often highly dependent on innovation, research and development, and consumer adoption, and can be significantly impacted by legislative and regulatory changes, adverse market conditions and competition, all of which can lead to significant price volatility. The Company’s concentrated exposure to these sectors could result in greater losses during periods of market volatility or sector- specific downturns. By focusing on a group of industries, the Company carries much greater risks of adverse developments and price movements in such industries than a fund that invests in a wider variety of industries. The Company’s concentration of risk in these sectors may increase the losses suffered by the Company or reduce its ability to dispose of depreciating assets. If the Company concentrates in a group of industries, there is also the risk that the Company will perform poorly during a slump in demand for securities of companies in such industries. Concentration could expose the Company to losses disproportionate to those incurred by the market in general if the areas in which the Company’s investments are concentrated are disproportionately adversely affected by price movements in those financial instruments or assets. The Company is subject to the risks associated with the sectors in which it may invest, and the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting these sectors. The risks associated with the sectors in which the Company may invest are further described below.


	Technology Sector Risk Investing in private technology companies involves a number of significant risks. These risks include volatility, intense competition, decreasing life cycles, product obsolescence, changing consumer preferences, periodic downturns, regulatory concerns and litigation risks. The revenue, income (or losses) and valuations of technology-related companies can and often do fluctuate suddenly and dramatically. In addition, because of rapid technological change, the average selling prices of products and some services provided by companies in technology-related sectors have historically decreased over their productive lives.

	Many technology companies depend on third-party platforms and products, and policy changes or technical issues in such systems could impair monetization. Reliance on third-party cloud and data-center providers can also increase exposure to outages, capacity shortfalls and cost increases. In addition, hardware and device makers are exposed to a limited number of contract manufacturers with geopolitically sensitive supply chains, which amplifies disruptions from trade restrictions, natural disasters or public-health events. Where global trade controls apply, export restrictions can abruptly curtail market access, depress demand or force costly re-engineering.

	AI Industry Risk Companies involved in AI-related businesses may have limited product lines, markets, financial resources or personnel. These companies face intense competition and potentially rapid product obsolescence, and many depend significantly on retaining and growing the consumer base of their respective products and services. Many of these companies are also reliant on the end-user demand of products and services in various industries that may in part utilize AI and/or data services. Further, many companies involved in AI-related businesses may be substantially exposed to the market and business risks of other industries or sectors, and the Company may be adversely affected by negative developments impacting those companies, industries or sectors. In addition, these companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. There can be no assurance that companies involved in the AI industry will be able to successfully protect their intellectual property to prevent the misappropriation of their technology, or that competitors will not develop technology that is substantially similar or superior to such companies’ technology. AI companies also face risks specific to training data and model development, including allegations that third- party models or datasets used to develop or enhance products lacked proper licenses or consents, challenges obtaining or maintaining access to high-quality models, datasets, or specialized hardware, and higher operating costs driven by compute-intensive training and inference.


	AI companies are potential targets for cyberattacks, which can have a materially adverse impact on the performance of these companies. In addition, the collection of data from consumers and other sources could face increased scrutiny as regulators consider how the data is collected, stored, safeguarded and used. AI companies may face regulatory fines and penalties, including potential forced break-ups, that could hinder the ability of the companies to operate on an ongoing basis. Compliance with evolving regulatory obligations specific to AI, such as the EU Artificial Intelligence Act, California’s Transparency in Frontier Artificial Intelligence Act, and other emerging United States federal and state oversight of model transparency, safety and privacy, may require significant changes to products, practices and business models, which may adversely affect AI companies subject to such regulations. Many AI companies also depend on third-party cloud infrastructure operated by a small number of service providers to host and deliver their offerings; interruptions, price increases or preferential treatment of competitors by those service providers, or any cyberattacks on those providers, could materially and adversely affect the operations of such AI companies. Other issues arising from the development and use of AI, such as bias, safety defects or inaccurate outputs, may result in reputational harm, competitive harm or legal liability.

	AI companies typically engage in significant research and development spending, and there is no guarantee that the products or services produced by these companies will be successful. AI companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. AI could face increasing regulatory scrutiny in the future, which may limit the development of this technology and impede the growth of companies that develop and/or utilize this technology.

	Aerospace and Defense Industry Risk Aerospace and defense companies can be significantly affected by government aerospace and defense regulation and spending policies because companies involved in this industry rely to a significant extent on U.S. (and other) government demand for their products and services. Thus, the financial condition of, and investor interest in, aerospace and defense companies are heavily influenced by governmental defense spending policies which are typically under pressure from efforts to control the U.S. (and other) government budgets. The sector also depends on a globally dispersed supply chain, where supplier distress, quality issues and retrofit campaigns can disrupt deliveries and raise costs. The aerospace industry in particular has recently been affected by adverse economic conditions and consolidation within the industry.

	Fintech Sector Risk Fintech companies may face competition from larger and more established firms, and a Fintech company may not currently or in the future derive any revenue from disruptive technologies. In addition, Fintech companies may not be able to capitalize on their disruptive technologies if they face political and/or legal attacks from competitors, industry groups or local and national governments. Additionally, many Fintech companies operate under complex financial regulatory regimes, which can force product changes, add cost and result in fines.


	Computer Software Industry Risk Computer software companies can be significantly affected by competitive pressures, aggressive pricing, technological developments, changing domestic demand, the ability to attract and retain skilled employees and availability and price of components. The market for products produced by computer software companies is characterized by rapidly changing technology, rapid product obsolescence, cyclical market patterns, evolving industry standards and frequent new product introductions. The success of computer software companies depends in substantial part on the timely and successful introduction of new products and the ability to service such products.

	Consumer Goods Industry Risk Companies in the consumer goods industry include companies involved in the design, production or distribution of goods for consumers, including food, household, home, personal and office products, clothing and textiles. The success of the consumer goods industry is tied closely to the performance of the domestic and international economy, interest rates, exchange rates, competition, consumer confidence and consumer disposable income. The consumer goods industry may be affected by trends, marketing campaigns and other factors affecting consumer demand. Governmental regulation affecting the use of various food additives may affect the profitability of certain companies in the consumer goods industry. Moreover, international events may affect food and beverage companies that derive a substantial portion of their net income from foreign countries. In addition, tobacco companies may be adversely affected by new laws, regulations and litigation. Many consumer goods may be marketed globally, and consumer goods companies may be affected by the demand and market conditions in other countries and regions. Companies in the consumer goods industry may be subject to severe competition, which may also have an adverse impact on their profitability. Changes in demographics and consumer preferences may affect the success of consumer products.


	Consumer Technology Industry Risk Consumer technology companies produce a wide range of products and services for general consumers, such as smartphones, computers, home electronics, and software. The operations and performance of consumer technology companies depend significantly on global and regional economic conditions. Adverse macroeconomic conditions can adversely impact consumer confidence and spending and materially adversely affect demand for consumer technology companies’ products and services. The market for consumer technology products and services is highly competitive and subject to rapid technological change. The inability of a consumer technology company to develop and sell innovative new products with attractive margins or to protect itself from competitors’ infringement on its intellectual property could materially adversely affect that company’s ability to maintain a competitive advantage. Data security measures of consumer technology companies cannot provide absolute security, and losses or unauthorized access to or releases of confidential information can occur and could materially adversely affect a company’s business and reputation. Consumer technology companies are subject to complex and changing laws and regulations. Compliance with laws and regulations is onerous and expensive. New and changing laws and regulations can adversely affect a consumer technology company’s business by increasing the costs of compliance, limiting the company’s ability to offer a product, service or feature to customers, imposing changes to the design of the company’s products and services, or impacting customer demand for the company’s products and services.

	Enterprise Software Industry Risk Enterprise software companies develop and provide specialized software solutions for enterprises, rather than individual consumers, to streamline business operations and improve productivity. The industry in which enterprise software companies operate is characterized by rapid technological advances, intense competition, changing delivery models, evolving standards in communications infrastructure, increasingly sophisticated customer needs and frequent new product introductions and enhancements. Because enterprise software companies’ services are complex and incorporate a variety of hardware, proprietary software, third-party and open-source software, their services may have errors or defects that could result in unanticipated downtime for their subscribers and harm to their reputation and business. Enterprise software companies and their third-party vendors are regularly subject to attempts by third parties to identify and exploit product and service vulnerabilities, penetrate or bypass their security measures, and gain unauthorized access to their or their customers’, partners’ and suppliers’ software, hardware and cloud offerings, networks and systems. Such malicious attacks can lead, and have led, to the compromise of confidential information and harm to enterprise software companies’ reputation and business.


	Robotics Risk Risks associated with companies in the robotics industry include many of the same risks as companies in the technology sector (see “Technology Sector Risk”). Securities of robotics companies, especially smaller, start-up companies, tend to be more volatile than securities of companies that do not rely heavily on technology. Companies may rely on a combination of patents, copyrights, trademarks and trade secret laws to establish and protect their proprietary rights in their products and technologies. There can be no assurance that the steps taken by these companies to protect their proprietary rights will be adequate to prevent the misappropriation of their technology or that competitors will not independently develop technologies that are substantially equivalent or superior to such companies’ technology.

	Companies focused on humanoid robotics face challenges specific to the complex and unproven nature of the technology. Such operations often require a significant allocation of capital to design, test, and scale viable robotic solutions, and may not produce meaningful revenue during the life of the Company.

	Companies involved in AI-driven humanoid robotics may face regulatory scrutiny in the future, which may limit the development of this technology and impede the growth of companies that develop and/or utilize this technology. Similarly, the collection of data from consumers and other sources could face increased scrutiny as regulators consider how the data is collected, stored, safeguarded and used.

	Digital Assets Risk Digital assets are assets designed to act as a medium of exchange, though some arguably have not achieved that purpose, and digital assets represent an emerging asset class. There are thousands of digital assets, with Bitcoin being one of the most well-known. Digital assets generally operate without a central authority (such as a bank) and are not backed by any government. Digital assets are not legal tender. Federal, state and/or foreign governments may restrict the use and exchange of digital assets, and regulation in the United States is still developing. The market price of digital assets has been subject to extreme fluctuations. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supranational or quasi-national organization), digital assets are susceptible to theft, loss, and destruction. Digital asset trading platforms and other trading venues on which digital assets trade are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for securities, derivatives and other fiat currencies. Digital asset trading platforms may stop operating or permanently shut down due to fraud, technical glitches, hackers, or malware, which may also affect volatility.


	General Risks of Investing in the Company BDC Qualification. If the Company fails to continuously qualify as a BDC, it might be subject to regulation as a registered closed-end investment company under the 1940 Act, which would significantly decrease the Company’s operating flexibility and could increase the cost of doing business. In addition, failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against the Company and expose us to private litigation. See “Business Development Company Regulations” for additional information. Emerging Growth Company Risk. Because of the exemptions from various reporting requirements provided to the Company as an “emerging growth company” and because the Company will have an extended transition period for complying with new or revised financial accounting standards, the Company may be less attractive to investors and it may be difficult for the Company to raise additional capital as and when it needs it. Investors may be unable to compare the Company’s business with other companies in the Company’s industry if they believe that the Company’s financial accounting is not as transparent as other companies in the Company’s industry. If the Company is unable to raise additional capital as and when it needs it, the Company’s financial condition and results of operations may be materially and adversely affected. Incentive Fee Risk. The Incentive Fee on Capital Gains (as defined below) payable by us to the Adviser may create an incentive for the Adviser to make investments on the Company’s behalf that are risky or more speculative than would be the case in the absence of such a compensation arrangement, which could result in higher investment losses, particularly during cyclical economic downturns. Trading at a Discount/Premium. Shares of business development companies such as the Company frequently trade at a discount to their NAV. There can be no assurance that the Shares will trade at a price equal to or higher than the NAV. Also, the Company’s NAV will be reduced immediately following this offering by the Company’s offering costs.

	The possibility that the Shares may trade at a discount to NAV is separate and distinct from the risk that the NAV may not accurately reflect the true value of the Company’s investments and the risk that the NAV may decline.

	In addition to NAV, the market price of the Shares may be affected by such factors as distributions, significant trading in one or more of the Company’s portfolio securities that are or become publicly traded, or the issuance of additional Shares.

	Other Risks Relating to Share Price. If the Company, Robinhood or Robinhood Employee Fund, LP (the “Employee Fund”) sells additional Shares after this offering or is perceived by the public as intending to sell additional Shares, including upon the expiration of the Company Lock-Up Period or Robinhood Lock-Up Period, respectively (as defined later in this Prospectus), the market price of the Shares could decline.


	Exchange Listing. An active, liquid and orderly market for the Shares may not develop or be sustained. Investors may be unable to sell their shares at or above the price initially paid for those shares.

	Competition for Investment Opportunities. The Company operates in a highly competitive market for investment opportunities. A number of entities, including venture capital firms and funds, public and private investment funds (including hedge funds), BDCs, commercial and investment banks, commercial financing companies, and internal venture capital arms of various companies will compete with the Company to make the types of investments that the Company plans to make. Robinhood and its affiliates also may compete with the Company for certain types of investments, including acquisitions of companies in which the Company might otherwise have considered for investment. Many of the Company’s potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than the Company has access to. For example, some competitors may have a stronger network of contacts and better connections for deal flow or have access to funding sources that are not available to the Company or its Adviser. In addition, some of our competitors have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than we do. Furthermore, many of our competitors are not subject to the regulatory restrictions that the Company is subject to under the 1940 Act.

	There can be no assurance that the Adviser will be able to secure investments on behalf of the Company in all of the investment opportunities that it identifies for the Company, or that the size of the investments available to the Company will be as large as the Adviser would desire.

	IPO Proceeds Investment Risk. Delays in investing the net proceeds raised in this initial public offering or any follow-on offering of Shares by the Company may cause the Company’s performance to be worse than that of other fully invested BDCs or investors pursuing comparable investment strategies. The Company cannot assure you that it will be able to identify any investments that meet the Company’s investment objective or that any investment that the Company makes will produce a positive return. The Company may be unable to invest the net proceeds of this initial public offering or any follow-on offering on acceptable terms within the time period that it anticipates or at all, which could harm the Company’s financial condition and operating results.

	Limited Operating History. The Company was recently formed, has limited operating history and has made limited investments using the proceeds of a seed capital investment by Robinhood. Further, the Adviser was recently formed and while its personnel have investment experience, the Adviser and its management have no experience managing BDCs.

	Future Growth. The Company will need additional capital to grow and to fund growth in its investments, and the Company may issue additional equity securities in order to obtain this additional capital. The inability to obtain new capital or a reduction in the availability of new capital could limit the Company’s ability to grow or pursue business opportunities, which may have an adverse effect on the value of the Shares. In addition, regulations governing the Company’s operation as a BDC affect its ability to raise additional capital and the way in which it does so. The raising of debt capital may expose the Company to risks, including the typical risks associated with leverage.



	Valuation. The vast majority of the Company’s portfolio investments are expected to be in the form of securities that are not publicly traded, and that will accordingly be recorded at fair value as determined in good faith pursuant to the Company’s valuation policies under the oversight of the Board. The Board has designated the Adviser as its valuation designee (the “Valuation Designee”). Because the Company’s assets will largely be fair valued, there will be uncertainty as to the value of its portfolio investments. The fair value of securities and other investments that are not publicly traded may not be readily determinable. The Company will value its securities at fair value according to its written valuation procedures and as determined in good faith by the Adviser under the oversight of the Board. The Adviser may use the services of nationally recognized independent valuation firm(s) to aid it in determining the fair value of the Company’s securities. The methods for valuing these securities may include: observable, company-specific hard events, including priced financings, tender/ secondary transactions with determinable pricing, signed merger and acquisition agreements, initial public offerings/direct listings, liquidation events, or other objectively verifiable transactions with clear pricing implications; significant events and other issuer-specific information that may reasonably indicate a material change in value; company actions and communications that may inform value, such as board-approved recapitalizations, stock splits, or issuer-published tender prices, evaluated in light of the full information set available to the Adviser; credible third-party indications (e.g., large and recent secondary prints or other market participant data) where sufficiently reliable and relevant to the Company’s security and the issuer’s circumstances; model-based approaches and/or third-party valuation support, together with company performance indicators, comparable company data, and other reasonably reliable information when transactions are unavailable, not readily comparable to the Company’s security, or are deemed stale, or where significant events indicate transaction inputs may no longer be representative.


	In determining fair value, the Company considers the specific contractual terms of the SAFE, including valuation caps, discounts (where applicable), and other economic features, and evaluates the implied value of the resulting equity interest across a range of scenarios. Where applicable, the Company may reference observable transaction data (including priced financing rounds or other transactions, or “Hard Events”) and may derive an implied as-converted value, adjusted as appropriate for the terms of the SAFE and other relevant considerations. A SAFE investment’s value may not change for an extended period of time, for example, until a conversion is triggered. Upon conversion, the Company’s investment in the company that issued the SAFE may change significantly, impacting the Company’s NAV per share and potentially the trading price for the Shares. Because SAFEs are valued based on estimates of future contingent events, their reported fair value may differ materially from realized outcomes. The value of the Company’s investments in Private Vehicles generally will be based on values provided by the applicable Private Vehicle Managers and, when such information is not available or, in the view of the Adviser, does not reflect fair value, the Adviser will fair value the investments in Private Vehicles with the assistance of any independent valuation firm(s). The Adviser’s determinations of the fair value of the Company’s securities (and of its NAV) may differ materially from the values that would have been used if a ready market for its fair-valued securities existed. The Company’s NAV is a critical component in several operational matters including computation of the Base Management Fee. Consequently, variance in the valuation of the Company’s investments will impact, positively or negatively, the fees and expenses the Company will pay.

	Liquidity. Substantially all of the Company’s investments will be illiquid. The Company invests primarily in private companies, both directly and indirectly. Substantially all of these securities will be subject to legal and other restrictions on resale/transfer or will otherwise be less liquid than publicly traded securities. There is no assurance that the private companies in which the Company invests will ever have a liquidity event and, even if a private company does have a liquidity event, such as an initial public offering or a merger or acquisition transaction, such a liquidity event may be at a lower valuation than the valuation at which the Company invested. The illiquidity of the Company’s investments will generally make it more difficult for the Company to sell such investments if the need arises. In addition, if the Company is required to liquidate all or a portion of its investments quickly, the Company may realize significantly less than the value at which it has previously recorded those investments. To the extent the Company or its Adviser receives material non-public information regarding an investment, the Company could face other restrictions on its ability to liquidate that investment.


	Leverage. The Company may borrow money, which magnifies the potential for gain or loss and increases the risk of investing in the Company. The use of leverage is speculative. Although leverage will increase the Company’s investment return if the Company’s interest in an asset purchased with borrowed funds earns a greater return than the interest expense the Company pays for the use of those funds, the use of leverage will decrease the return of the Company if the Company fails to earn as much on its investment purchased with borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an investment in the Company, especially in times of a “credit crunch” or during general market turmoil. The Company may be required to pledge its assets as collateral for its borrowings and to maintain minimum average balances in connection with its borrowings or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. In addition, a lender to the Company may terminate or refuse to renew any credit facility into which the Company has entered. If the Company is unable to access additional credit, it may be forced to sell its investments at inopportune times, which may further depress the returns of the Company.

	Conflicts. The Company is subject to conflicts of interest. RHV (as defined below) and its affiliates will be permitted to market, organize, sponsor, act as general partner or as the primary source for transactions for other pooled investment vehicles and other accounts, which may be offered on a public or private placement basis, and to engage in other investment and business activities. Some of these funds and accounts will have investment strategies that overlap with the investment strategies of the Company. Robinhood and its affiliates also may compete with the Company for certain types of investments, including acquisitions of companies in which the Company might otherwise have considered for investment. Such activities may raise conflicts of interest for which the resolution may not be determinable. In order to address potential conflicts of interest, the Adviser has adopted an investment allocation policy that governs the allocation of investment opportunities among the investment funds and other accounts managed by the Adviser. See “Risks—Conflicts” for additional information.


	Affiliated Transactions Restrictions. Certain provisions of the 1940 Act prohibit the Company from engaging in transactions with the Adviser and its affiliates. Any funds managed by the Adviser or its affiliates that are not registered or regulated under the 1940 Act would not be prohibited from participating in those transactions. The 1940 Act also imposes significant limits on investments in certain privately placed securities in aggregated transactions with affiliates of the Company. The Adviser will not cause the Company to engage in investments alongside affiliates in private placement securities that involve the negotiation of certain terms of the private placement securities to be purchased (other than price-related terms) unless the Company has received an order granting an exemption from Sections 17 and 57 of the 1940 Act or unless such investments are not prohibited by Section 17(d) or 57(a)(4) of the 1940 Act or interpretations of Section 17(d) or 57(a)(4) as expressed in SEC no-action letters or other available guidance. The Adviser and the Company have applied for an exemptive order from the SEC that, once received, would permit the Company to, among other things and subject to the conditions of the order, invest in certain privately placed securities in aggregated transactions alongside the Adviser and/ or other funds advised by the Adviser, or potentially Robinhood and its affiliates, where the Adviser negotiates certain terms of the private placement securities to be purchased (in addition to price-related terms). The conditions contained in the exemptive order may limit or restrict the Company’s ability to participate in such negotiated investments. In addition, other conflicts may be present in a particular investment that may limit or restrict the Company’s ability to participate, notwithstanding the exemptive order. An exemptive order would not apply to all investments or to all affiliates of the Adviser. As a result, the Company may be limited or restricted from participating in certain investment opportunities, notwithstanding the exemptive order, including in investments in which affiliates of the Adviser not covered by the exemptive order participate. An inability to acquire the desired allocation to potential investments may affect the Company’s ability to achieve the desired investment returns.

	Regulatory Environment. Changes in laws or regulations governing the Company’s operations may adversely affect its business. The Company and its portfolio companies are subject to regulation at the local, state, and U.S. federal (or foreign) levels. These laws and regulations, as well as their interpretation, may be changed from time to time. Any change in these laws or regulations could materially and adversely affect our business.

	Change in Investment Objective or Strategies. The Board may change the Company’s investment objective and strategies or modify or waive certain of the Company’s operating policies and strategies without shareholder approval (except as required by the 1940 Act or other applicable laws). The Company cannot predict the effects that any changes to its current operating policies and strategies would have on the Company’s business, operating results and value of its Shares. Nevertheless, the effects may adversely affect the Company’s business and impact its ability to make distributions.

	Active Management. The Company is subject to management risk because it is an actively managed investment portfolio. The Adviser will apply investment techniques and risk analyses in making investment decisions for the Company, but there can be no guarantee that these will produce the desired results.


	Anti-Takeover Provisions Risk. The Declaration of Trust includes provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Company, to change the composition of the Board or convert the Company to open-end status. These provisions may have the effect of discouraging attempts to acquire control of the Company, which attempts could have the effect of increasing the expenses of the Company and interfering with the normal operation of the Company. Such provisions also could limit the ability of Shareholders to sell their Shares at a premium over the then-current market prices by discouraging a third party from seeking to obtain control of the Company. See “Certain Provisions in the Declaration of Trust - Anti-Takeover and Other Provisions” for additional information.

	RIC Tax Status. The Company intends to elect to be treated as a regulated investment company (or “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), beginning with its taxable year that begins on the day after the closing of this initial public offering of the Company’s common shares of beneficial interest (the “Company’s First Post-IPO Tax Year”). If the Company qualifies to be treated as a RIC, the Company generally will not pay corporate-level federal income tax on any ordinary income or capital gains that the Company distributes to Shareholders as dividends. To obtain and maintain the federal income tax benefits of RIC status, the Company must meet specified source-of-income and asset diversification requirements and distribute annually an amount equal to at least 90% of the sum of the Company’s net ordinary income and realized net short-term capital gains in excess of realized net long- term capital losses, if any, out of assets legally available for distribution. In addition, the Company must maintain its status as a BDC under the 1940 Act. If any of these requirements are not met, the favorable tax treatment described above may not be available to the Company. For additional information regarding the Company’s tax requirements, see “Material U.S. Federal Income Tax Considerations.”

Anti-Takeover Provisions ...........	The Declaration of Trust includes provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Company, to change the composition of the Board or convert the Company to open-end status. These provisions may have the effect of discouraging attempts to acquire control of the Company, which attempts could have the effect of increasing the expenses of the Company and interfering with the normal operation of the Company. See “Certain Provisions in the Declaration of Trust - Anti-Takeover and Other Provisions” for additional information.

Selling Shareholder .....................	Robinhood Markets, Inc. (the “selling shareholder”) is the parent company of RHV and directly holds 87.27% of the Company’s outstanding Shares prior to the commencement of this initial public offering. For additional discussion regarding the selling shareholder, see “Selling Shareholder.” Shares offered by the selling shareholder in this Prospectus may be purchased from Robinhood Financial or TradePMR, each an affiliate of RHV, acting in its capacity as a selling group member in this offering. Any negative experiences Robinhood Financial’s customers, or TradePMR’s investment adviser customers, have in connection with their participation or attempted participation in this offering may harm the Company’s brand and reputation. In addition, participation in this offering by retail customers through Robinhood Financial could result in increased volatility in the trading price of the Shares.


The Offering ...............................	The Company is offering up to 7,600,000, and the selling shareholder is offering 400,000 common shares of beneficial interest, without par value, through the Underwriters. The Company’s common shares of beneficial interest are called “Shares.” The Underwriters have been granted an option by the Company to purchase up to 1,200,000 additional Shares from the Company solely to cover over-allotments. The initial public offering price is $25.00 per share. The Company estimates that it will incur expenses of approximately $5.9 million (approximately 2.96% of the gross proceeds) in connection with this offering, which is $0.7792 per Share if 7,600,000 Shares are sold by the Company in this offering. These expenses include organizational expenses, registration fees, underwriting discounts and commissions (other than sales load), FINRA (as defined later in this Prospectus) filing fees, exchange listing fees, printing expenses, legal fees and expenses and accounting fees and expenses. The Company’s organizational and offering costs will immediately reduce the NAV of each Share purchased in this offering. Any organizational costs or offering costs incurred prior to the closing of the initial public offering paid by Robinhood will be reimbursed by the Company. On May 21, 2026, the Board approved a stock split such that, immediately before the completion of the initial public offering, each common share of beneficial interest issued and outstanding shall be reclassified, subdivided and changed into such number of Shares such that the NAV per Share plus the sales load per Share equals $25.00 per Share. The stock split will be determined based on the NAV on the date that is no earlier than two business days before the pricing of this offering. For reference, using the Company’s NAV per Share ($23.35) and Shares outstanding (1,091,957) as of July 31, 2026, and the sales load of $1.125 per Share, each Share of the Company outstanding as of the date of this Prospectus would be classified into 0.978 Shares of beneficial interest. However, the final stock split will be determined based on the NAV on the date that is no earlier than two business days before the pricing of this offering. It is anticipated that a portion of the Shares offered by this Prospectus will be offered through Robinhood Financial, acting as a selling group member, to allocate for sale to its customers through its IPO Access feature on the Robinhood platform. Any such sales will be made at the same initial public offering price, and at the same time, as any other purchases in this offering, including purchases by institutions and other large investors, and in accordance with customary broker-dealer practices and procedures. Robinhood Financial will not retain any fees or other amounts received in connection with this service to the Company. It is further anticipated that a portion of the Shares offered by this Prospectus will be offered through TradePMR, acting as a selling group member, to allocate for sale to its investment adviser customers and their clients through its Advisor IPO Access feature on the Fusion platform. Any such sales will be made at the same initial public offering price, and at the same time, as any other purchases in this offering, including purchases by institutions and other large investors, and in accordance with customary broker-dealer practices and procedures. TradePMR will not retain any fees or other amounts received in connection with this service to the Company.


Use of Proceeds ..........................	The Company estimates that the net proceeds to the Company from this offering will be approximately $175.5 million ($204.2 million if the Underwriters exercise their option to purchase additional shares in full) after deducting any organizational and offering costs. The Company will not receive any proceeds from the sale of Shares by the selling shareholder. The Company estimates that it will incur expenses of approximately $5.9 million (approximately 2.96% of the gross proceeds) in connection with this offering, which is $0.7792 per Share if 7,600,000 Shares are sold by the Company in this offering. These expenses include organizational expenses, registration fees, underwriting discounts and commissions (other than sales load), FINRA (as defined later in this Prospectus) filing fees, exchange listing fees, printing expenses, legal fees and expenses and accounting fees and expenses. The organizational and offering costs will immediately reduce the NAV of each Share purchased in this offering. Any organizational costs or offering costs incurred prior to the closing of the initial public offering paid by Robinhood will be reimbursed by the Company. The Company intends to use the net proceeds from this offering to acquire investments in accordance with its investment objectives and strategies described in this Prospectus and for general working capital purposes. The Company may not be able to fully invest its cash as quickly as it would like due to the limited availability of and competition for private investments. Pending such investment, consistent with the Company’s BDC election and election to be taxed as a RIC, it is anticipated that the Company will invest in other investments, including listed companies, mutual funds, BDCs, ETFs, money market funds, U.S. government securities and other fixed income obligations, and cash equivalents (such as bankers’ acceptances, certificates of deposit, commercial paper, short-term government and corporate obligations and repurchase agreements), and crypto or digital assets, and may at times hold a significant percentage of its assets in such investments. To the extent that a significant portion of the Company’s assets are invested in such instruments for an extended period of time, the Company may not achieve its investment objective.

Purchasing Shares .......................	Prospective investors should obtain the advice of their own legal, accounting, tax and other advisers in reviewing documents pertaining to an investment in the Company, including, but not limited to, this Prospectus and the Declaration of Trust (as defined later in this Prospectus), before determining to invest in Shares.


Distributions ...............................	The timing and amount of our future dividends, if any, will be determined by the Board. Any dividends to the Shareholders will be declared out of assets legally available for distribution. The Company intends to focus on making capital gains-based investments from which the Company will derive primarily capital gains. As a consequence, the Company does not anticipate that it will pay dividends on a quarterly basis or become a predictable distributor of dividends. However, if there are earnings or realized capital gains to be distributed, the Company intends to declare and pay a dividend at least annually. The Company intends to elect to be treated as a RIC for federal income tax purposes and, after such election, expects to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs. To maintain RIC status, the Company must, among other things, distribute at least 90% of the sum of the Company’s net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of assets legally available for distribution. To avoid the imposition of a 4% U.S. federal excise tax, the Company must distribute during each calendar year an amount equal to the sum of (1) at least 98% of its ordinary income for the calendar year, (2) at least 98.2% of its capital gains in excess of capital losses for the one-year period generally ending on October 31 of the calendar year and (3) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. In order to minimize the imposition of the 4% federal excise tax, the Company generally intends to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% federal excise tax. The Company cannot assure Shareholders that the Company will achieve investment results that would allow the Company to make distributions. All distributions will be at the sole discretion of the Board and will depend on the Company’s ability to dispose of its investments, any net investment income, its financial condition, and such other factors as the Board may deem relevant from time to time.

Dividend Reinvestment Plan ......	To the extent the Company determines to pay distributions in the future, the Company has established a dividend reinvestment plan (the “DRIP”) administered by Equiniti Trust Company, LLC (“EQ”). Pursuant to the DRIP, any dividends or other distributions, net of any applicable U.S. federal withholding tax, paid by the Company will be reinvested automatically in the Shares of the Company. Shareholders automatically participate in the DRIP. A Shareholder who does not wish to participate in the DRIP and have distributions automatically reinvested may terminate participation in the DRIP at any time by written instructions to that effect to Equiniti Trust Company, LLC at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120. Shareholders who elect not to participate in the DRIP will receive all distributions in cash paid to the Shareholder of record (or, if the Shares are held in street or other nominee name, then to such nominee). Such written instructions must be received by EQ three days prior to the record date of the distribution or the Shareholder will receive such distribution in Shares through the DRIP. Under the DRIP, the Company’s distributions to Shareholders are reinvested in full and fractional Shares. The automatic reinvestment of distributions will not relieve Shareholders of any federal, state or local income tax that may be payable (or required to be withheld) on such distributions. For additional discussion regarding the tax implications of participating in the DRIP, see “Material U.S. Federal Income Tax Considerations.”

No Redemption Rights ...............	No Shareholder will have the right to require the Company to redeem Shares.


Expenses .....................................	The Company bears its own operating expenses (including, without limitation, any offering expenses, and the fees and expenses charged by the Adviser, as well as the Administrator, Sub-Administrator, Custodian and Transfer Agent, each as defined later in this Prospectus). The Company will bear its organizational and initial offering costs in connection with this offering.

Management Fee .........................	Pursuant to the investment advisory agreement dated as of May 21, 2026, by and between the Company and the Adviser (the “Investment Advisory Agreement”) and in consideration of the investment advisory and other services provided by the Adviser, the Company pays the Adviser a management fee consisting of two components: a base management fee and an incentive fee. The base management fee (the “Base Management Fee”) is calculated and payable quarterly at the annual rate of 2.00% of the Company’s Net Assets determined quarterly as of the end of each quarter (before the accrual of the base management fee for that quarter), effective upon the closing of the initial public offering. “Net Assets” means the total assets of the Company minus the Company’s liabilities. The incentive fee is based on capital gains (the “Incentive Fee on Capital Gains”) and is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement) and equals 20.00% of the realized capital gains on a cumulative basis from inception through the end of the fiscal year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Incentive Fee on Capital Gains. For purposes of computing the Incentive Fee on Capital Gains, the calculation methodology will look through derivatives or swaps as if the Company owned the reference assets directly.

Taxation ......................................	The Company has been taxed as a “C” corporation under Subchapter C of the Code since its formation, and intends to continue to be so treated through the date of this initial public offering of the Shares. The Company intends to elect to be treated as a RIC under Subchapter M of the Code as of the Company’s First Post-IPO Tax Year. As a RIC, the Company generally will not pay corporate- level federal income taxes on any ordinary income or capital gains that the Company distributes to Shareholders as dividends. The Company may be required, however, to pay corporate-level federal income taxes on gains built into the Company’s assets as of the effective date of the Company’s RIC election. See “Material U.S. Federal Income Tax Considerations—Conversion to Regulated Investment Company.” To obtain and maintain the federal income tax benefits of RIC status, the Company must meet specified source-of-income and asset diversification requirements and distribute annually an amount equal to at least 90% of the sum of the Company’s net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of assets legally available for distribution.


Tax Reporting .............................	As soon as practicable after the end of each calendar year, the Company will provide to each Shareholder a statement on Internal Revenue Service (“IRS”) Form 1099-DIV (or successor form) or IRS Form 1042-S (or successor form), as applicable, identifying the amount and character (e.g., ordinary dividend income, qualified dividend income or long-term capital gain) of any distributions includable in Shareholders’ taxable income for such year.

Reports to Shareholders ..............	The Company will prepare annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. These reports will be available on the Company’s website at robinhood.com/us/en/ventures/rvii and the SEC website at www.sec.gov.

Fiscal and Tax Year ....................	The Company’s fiscal year for accounting purposes is the 12-month period ending on March 31. The Company’s taxable year is the 12-month period ending on December 31. Following the closing of this initial public offering of the Shares, the Company intends to elect to change its taxable year to a taxable year ending March 31.

Term ............................................	The Company’s term is perpetual unless the Company is otherwise terminated under the terms of the Declaration of Trust.

Custodian and Transfer Agent ....	U.S. Bank National Association serves as the Company’s custodian (the “Custodian” or “U.S. Bank”), and Equiniti Trust Company, LLC serves as the Company’s transfer agent (the “Transfer Agent” or “EQ”). The Company compensates the Custodian and Transfer Agent for these services and, in addition, reimburses the Custodian and Transfer Agent for certain out-of-pocket expenses.

Sub-Administrator ......................	The Company and Administrator have retained U.S. Bancorp Fund Services, LLC (the “Sub-Administrator” or “USBGFS”) to provide the Company with certain administrative services, including fund administration and fund accounting services. The Company compensates the Sub-Administrator for these services and, in addition, reimburses the Sub-Administrator for certain out-of- pocket expenses.

ERISA .........................................	Investors subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, including employee benefit plans and individual retirement accounts, may purchase Shares of the Company. Because the Shares should qualify as “publicly-offered securities” within the meaning of 29 CFR § 2510.3-101, the underlying assets of the Company should not be considered to be “plan assets” subject to the fiduciary responsibility and prohibited transaction rules of ERISA. Thus, it is not expected that the Adviser will be a “fiduciary” within the meaning of ERISA with respect to the assets of any “benefit plan investor” (within the meaning of Section 3(42) of ERISA) that becomes a Shareholder, solely as a result of such benefit plan investor’s investment in the Company.


Privacy Policy .............................	The Company and certain service providers may have access to Shareholders’ personal information. The Adviser, Administrator, Sub-Administrator, Custodian, Transfer Agent, the Company’s auditors and the other service providers to the Company may receive and have access to personal data relating to Shareholders. Such information may be stored, modified, processed or used in any way, subject to applicable laws, by RHV and by the Company’s other service providers and their agents, delegates, sub-delegates and certain third parties in any country in which such person conducts business. Subject to applicable law, Shareholders may have rights in respect of their personal data, including a right to access and rectification of their personal data and may in some circumstances have a right to object to the processing of their personal data.

Website Disclosure .....................	Following this offering, the Company will use the “Announcements” section of its website (accessible at robinhood.com/us/en/ventures/rvii) and the Robinhood Newsroom (accessible at newsroom.aboutrobinhood.com) as a means of disclosing information to the public in a broad, non-exclusionary manner for purposes of the SEC Regulation Fair Disclosure (Regulation FD). Following this offering, investors should monitor those web pages, in addition to the Company’s press releases, SEC filings, and public conference calls and webcasts, as information posted on them could be deemed to be material information. However, information on the Company’s website and the Robinhood Newsroom is not incorporated by reference into this Prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements that involve substantial risks and uncertainties. You can

identify these statements by the use of forward-looking terminology such as “anticipates,” “believes,” “expects,”

“intends,” “will,” “shall,” “should,” “may,” “plans,” “continues,” “seeks,” “estimates,” “would,” “could,”

“targets,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions to identify

forward-looking statements, although not all forward-looking statements include these words. You should read

statements that contain these words carefully because they discuss the Company’s plans, strategies, prospects and

expectations concerning the Company’s business, operating results, financial condition and other similar matters.

The factors listed under “Risks,” as well as any cautionary language in this Prospectus, provide examples of risks,

uncertainties and events that may cause the Company’s actual results to differ materially from the expectations

described in these forward-looking statements.

Before you invest in the Shares, you should be aware that the occurrence of the events described in “Risks” and

elsewhere in this Prospectus could have a material adverse effect on the Company’s business, results of operations

and financial position. The forward-looking statements contained in this Prospectus involve a number of risks and

uncertainties, including statements concerning:

•the current and future business, operations, financial condition, operating results or prospects of the

Company and those of the issuers of the securities in which the Company invests;

•the return or impact of current and future investments;

•general market conditions, the state of the general economy and its impact on the industries in which the

Company invests;

•the impact of changes in laws or regulations (including the interpretation thereof), including tax laws,

governing the operations of the Company or the issuers of securities in which the Company invests;

•the Company’s ability to deploy any capital raised in this offering;

•the Company’s contractual arrangements and relationships with third parties, including the Adviser,

Administrator, Sub-Administrator, Custodian and Transfer Agent;

•the impact of supply chain constraints on the issuers of the securities in which the Company invests and the

global economy;

•uncertainty surrounding global financial stability;

•geopolitical tensions and hostilities, and the potential for such tensions and hostilities to adversely impact

the industries and issuers of the securities in which the Company invests;

•the impact of information technology system failures, data security breaches, data privacy compliance,

network disruptions, and cybersecurity attacks; and

•the ability of the Adviser to locate and obtain suitable investments for the Company and to monitor and

administer the Company’s investments.

You should not place undue reliance on these forward-looking statements, which are based on information

available to the Company as of the date of this Prospectus. Except as required by the federal securities laws, the

Company undertakes no obligation to revise or update any forward-looking statements, whether as a result of new

information, future events or otherwise.

The forward-looking statements in this Prospectus are excluded from the safe harbor protection provided by

Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”). The Company’s actual operating results and financial condition could differ materially from those

implied or expressed in the forward-looking statements or from the Company’s historical performance for any

reason, including the factors set forth in “Risks” and the other information included in this Prospectus.

SUMMARY OF FEES AND EXPENSES

The following table contains information about the costs and expenses that Shareholders will bear directly or

indirectly. The expenses shown in the table under “Annual Expenses” are based on estimated amounts for the

Company’s first fiscal year of operations and assume that the Company issues an aggregate of 7,600,000 Shares

(representing an aggregate public offering price of $190,000,000). The purpose of the table and the example below

is to help you understand the fees and expenses that you as a Shareholder would bear directly or indirectly. The

following table should not be considered as a representation of the Company’s future expenses. Actual expenses

may be greater or less than those shown and, all other things being equal, will increase as a percentage of net assets

attributable to Shares of the Company if the Company issues fewer than 7,600,000 Shares.

Please refer to “Management of the Company-Investment Advisory Agreement-Management Fee,” “Company

Expenses,” “Underwriting” and “Dividend Reinvestment Plan” for more complete descriptions of the various costs

and expenses.


Shareholder Transaction Expenses:
Sales load paid by you (as a percentage of offering price) ..................................................................		4.50%
Offering expenses borne by the Company (as a percentage of offering price)(1) ................................		2.12%
Dividend reinvestment plan fees .........................................................................................................		None


Annual Expenses:		Percentage of Net Assets Attributable to Shares
Base Management Fees(2) ....................................................................................................................		2.00%
Incentive Fee on Capital Gains(3) ........................................................................................................		—
Other Expenses(4) .................................................................................................................................		2.07%
Repayment to Robinhood(5) ............................................................................................................		0.84%
Other Expenses ...............................................................................................................................		1.23%
Interest Payments on Borrowings(6) ...................................................................................................		—
Acquired Fund Fees and Expenses(7) ...................................................................................................		0.11%
Total Annual Expenses ........................................................................................................................		4.18%

__________________

(1)The Company estimates that it will incur one-time expenses of approximately $4.2 million (approximately 2.12% of the gross proceeds) in

connection with this offering, assuming 8 million Shares are sold in this offering. These expenses include registration fees, FINRA (as

defined later in this Prospectus) filing fees, exchange listing fees, printing expenses, legal fees and expenses and accounting fees and

expenses. The offering costs will immediately reduce the NAV of each Share purchased in this offering. See “Underwriting.” Any offering

costs incurred prior to the closing of the initial public offering paid by Robinhood will be reimbursed by the Company. The Company will

reimburse Robinhood promptly following the offering out of the offering proceeds.

(2)The Company pays the Adviser a Base Management Fee calculated and payable quarterly at an annual rate of 2.00% of the Company’s Net

Assets determined quarterly as of the end of each quarter (before the accrual of the Base Management Fee for that quarter). “Net Assets”

means the total assets of the Company minus the Company’s liabilities. For purposes of determining the Base Management Fee payable to

the Adviser, the Company’s Net Assets will be calculated prior to any reduction for the accrual of the Base Management Fee for that

quarter.

(3)Based on the Company’s current business plan, it anticipates that substantially all of the net proceeds of this offering will be invested within

36 months depending on the availability of investment opportunities that are consistent with the Company’s investment objective and other

market conditions. As a result, during the Company’s first year of operations following consummation of this offering the Company expects

that it will not have any capital gains. The Incentive Fee on Capital Gains, payable at the end of each fiscal year (or upon termination of the

Investment Advisory Agreement) in arrears, equals 20.00% of cumulative realized capital gains from inception to the end of each fiscal

year, less cumulative realized capital losses and unrealized capital depreciation from inception to the end of each fiscal year, less the

aggregate amount of any previously paid Incentive Fee on Capital Gains for prior periods.

(4)Other Expenses are based on estimated amounts for the current fiscal year, and include organizational costs incurred since inception.

(5)The Company entered into an Organizational Costs Support and Reimbursement Letter Agreement with Robinhood and the Adviser, dated

June 29, 2026, which was approved by the Board. Pursuant to this agreement, Robinhood agreed to pay all organizational costs incurred by

the Company or incurred by Robinhood on the Company’s behalf prior to the initial public offering of its common shares of beneficial

interest. In the event the Company does not consummate the initial public offering of its Shares, Robinhood irrevocably forbears its right to

seek reimbursement from the Company for such organizational costs. As a result of this agreement, organizational costs of $1.7 million

incurred for periods through the date of the initial public offering are borne by Robinhood until the initial public offering. In the event that

the Company consummates the initial public offering of its Shares, the organizational costs will be charged to the Company by Robinhood

immediately upon the consummation of the initial public offering, and the Company will reimburse Robinhood for such organizational costs

from the proceeds received by the Company from the initial public offering. As a result, the organizational costs will immediately reduce

the NAV of each Share purchased in this offering.

(6)The Company does not currently anticipate incurring indebtedness on its portfolio or paying any interest during the current fiscal year.

(7)The Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

The following example illustrates the expenses (including the sales load of 4.50%) that you would pay on a

$1,000 investment in Shares, assuming (1) total annual expenses of 4.18% of net assets attributable to Shares and (2)

a 5% annual return:(1)


1 Year	3 Years	5 Years	10 Years
$85	$166	$249	$461

The example should not be considered a representation of future expenses. Actual expenses may be

higher or lower.

(1)The example assumes that the estimated Total Annual Expenses set forth in the Annual Expenses table are

accurate, and that all dividends and distributions are reinvested at NAV. Actual expenses may be greater or less

than those assumed. Moreover, the Company’s actual rate of return may be greater or less than the hypothetical

5% return shown in the example. The example assumes that the Company will not realize any capital gains

(computed net of all realized capital losses and unrealized capital depreciation) in any of the indicated time

periods. If the Company achieves sufficient returns on its investments to trigger an Incentive Fee on Capital

Gains of a material amount, the Company’s expenses, and returns to the Company’s investors, would be higher.

THE COMPANY

The Company is a newly organized Delaware statutory trust formed on February 27, 2026, and is a closed-end,

diversified, management investment company that has elected to be regulated as a BDC under the 1940 Act. The

Company has limited operating history. The Company’s term is perpetual unless the Company is otherwise

terminated under the terms of the Amended and Restated Declaration of Trust, dated May 21, 2026 (the

“Declaration of Trust”). The Shares are expected to be listed, subject to official notice of issuance, on the New York

Stock Exchange (“NYSE”) under the symbol “RVII.” The Company’s principal office is located at 85 Willow Road,

Menlo Park, California 94025 and its telephone number is (650) 761-7789.

Investment management services are provided to the Company by the Adviser pursuant to the Investment

Advisory Agreement. Responsibility for monitoring and overseeing the Company’s investment program and its

management and operation is vested in the Board.

Certain information about the Company’s current investments is included in this Prospectus. Additional

information about the Company’s investments will be available in Shareholder Reports when they are prepared.

The portfolio companies table below sets forth certain unaudited information as of July 31, 2026, for each

portfolio company in which the Company was invested as of such date.

A SAFE investment’s value may not change for an extended period of time, for example, until a conversion is

triggered. Upon conversion, the Company’s investment in the company that issued the SAFE may change

significantly, impacting the Company’s NAV per share and potentially the trading price for the Shares. Because

SAFEs are valued based on estimates of future contingent events, their reported fair value may differ materially

from realized outcomes.

PORTFOLIO COMPANIES


Name and Address	Nature of Business	Security Type	Acquisition Date	Cost	Fair Value
Adialante, Inc. 125 South East Main Street, Suite 245, Minneapolis, Minnesota 55414	Accessible MRI- based cancer screening.	SAFE	5/26/2026	$250,000.00	$250,000.00
Agentic Fabriq, Inc. 300 Creek View Road, Suite 209, Newark, Delaware 19711	Control plane for AI agents.	SAFE	3/16/2026	$250,000.00	$250,000.00
Amboras Inc. 1111B South Governors Avenue, Suite 84587, Dover, Delaware 19904	AI-native e- commerce platform.	SAFE	6/6/2026	$250,000.00	$250,000.00
Anoria Inc. 44 Montgomery Street, San Francisco, California 94104	Emotion-reading wearable for improving EQ.	SAFE	6/6/2026	$250,000.00	$250,000.00
Apex Flux Inc. 131 Continental Drive, Suite 305, Newark, Delaware 19713	AI agents for complex scheduling coordination.	SAFE	3/16/2026	$250,000.00	$250,000.00
Apollo Atomics, Inc. 1 Broadway, 14th Floor, Cambridge, Massachusetts 02142-1187	Ultra-compact nuclear reactors.	SAFE	5/20/2026	$250,000.00	$250,000.00


Arga Labs Inc. c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808	Real-world sandboxes for testing agents and agent- facing software.	SAFE	6/8/2026	$250,000.00	$250,000.00
Arzana, Inc. 131 Continental Drive, Suite 305, Newark, Delaware 19713	Autonomous ERP for manufacturers.	SAFE	6/12/2026	$250,000.00	$250,000.00
Aseon Labs, Inc. 3565 Haven Avenue, Menlo Park, California 94025	Robotic pit stops for self-driving cars.	SAFE	5/23/2026	$250,000.00	$250,000.00
Asimov Robotics, Inc. 2135 Haste Street, Berkeley, California 94704	Human movement data for humanoid robots.	SAFE	3/27/2026	$250,000.00	$250,000.00
Autumn AI, Inc. 2261 Market Street, #79316, San Francisco, California 94114	Real-time prospect signals for outbound sales.	SAFE	3/23/2026	$250,000.00	$250,000.00
Avea Robotics, Inc. 2261 Market Street, Suite 10065, San Francisco, California 94114	Human-in-the-loop teleoperation for robots.	SAFE	5/27/2026	$250,000.00	$250,000.00
AxionOrbital Space Inc. c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808	Foundation models for 24/7 Earth observation.	SAFE	3/26/2026	$250,000.00	$250,000.00
BioStack Platforms, Inc. 680 2nd Street, San Francisco, California 94107	Real-world training environments for healthcare AI.	SAFE	6/2/2026	$250,000.00	$250,000.00
Caretta Inc. c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808	Real-time AI for sales calls.	SAFE	3/23/2026	$250,000.00	$250,000.00
Carnot AI, Inc. (d/b/a Jinba) 625 2nd Street, San Francisco, California 94107	Chat-based automation for enterprise workflows.	SAFE	3/31/2026	$250,000.00	$250,000.00


CatchBack Cards Incorporated c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808	Platform for creating and ripping digital collectible packs.	SAFE	3/19/2026	$250,000.00	$250,000.00
CellType Inc. 169 Madison Avenue, Suite 58724, New York, New York 10016	Agentic drug discovery on simulated human biology.	SAFE	3/20/2026	$250,000.00	$250,000.00
Complir, Inc. c/o Corporation Trust Center 1209 Orange Street, Wilmington, Delaware 19801	AI-powered compliance for physical products.	SAFE	6/11/2026	$250,000.00	$250,000.00
Crosslayer Labs, Inc. 300 Carnegie Center Drive, Suite 150, Princeton, New Jersey 08540	Protection and monitoring for websites and APIs.	SAFE	3/18/2026	$250,000.00	$250,000.00
Crow, Inc. c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808	AI platform for commercial real estate.	SAFE	3/23/2026	$250,000.00	$250,000.00
Cumulus Compute Labs Corporation 2261 Market Street, Suite 46266, San Francisco, California 94114	Serverless GPU cloud for fast multimodal inference.	SAFE	3/16/2026	$250,000.00	$250,000.00
Daymi, Inc. 300 Creek View Road, Suite 209, Newark, Delaware 19711	AI agents automating customer success.	SAFE	3/18/2026	$250,000.00	$250,000.00
Didit Identity, Inc. 1111B South Governors Avenue, Dover, Delaware 19904	Identity verification and fraud infrastructure.	SAFE	3/16/2026	$250,000.00	$250,000.00
DroneTector Inc. c/o Corporation Trust Company 1209 Orange Street, Wilmington, Delaware 19801	Detection and tracking for small drones.	SAFE	6/18/2026	$250,000.00	$250,000.00
Eden Robotics Inc. 1111B South Governors Avenue Suite 48440, Dover, Delaware 19904	Multi-use autonomous robots sold as a service.	SAFE	6/8/2026	$250,000.00	$250,000.00


Expanse Compute, Inc. c/o Corporation Service Company 251 Little Falls Drive, Wilmington, Delaware 19808	Intelligence layer that unlocks wasted GPU capacity.	SAFE	5/19/2026	$250,000.00	$250,000.00
Formative Intelligence Inc 530 Lawrence Expressway, PMB 947, Sunnyvale, California 94085	Fan-subscription platform for AI- original films and series.	SAFE	6/7/2026	$250,000.00	$250,000.00
InkVell Inc. (d/b/a Synthetic Sciences), 2261 Market Street, #27364, San Francisco, California 94114	Foundation models for scientific research.	SAFE	3/31/2026	$250,000.00	$250,000.00
InstaAgent Inc. 8 The Green Suite A, Dover, Delaware 19901	Persona-scaled marketing campaigns for consumer brands.	SAFE	6/6/2026	$250,000.00	$250,000.00
JigsawStack, Inc. 131 Continental Drive, Suite 305, Newark, Delaware 19713	AI model for high- accuracy deterministic tasks.	SAFE	6/8/2026	$250,000.00	$250,000.00
KelAI Tech, Inc. 12 E 49th Street, Suite 1719, New York, New York 10017	Autonomous AI quant for funds and traders.	SAFE	6/5/2026	$250,000.00	$250,000.00
Keyframe Labs, Inc. 2450 Colorado Avenue, Suite 100E, Santa Monica, California 90404	Lifelike AI avatars for agent video calls.	SAFE	6/9/2026	$250,000.00	$250,000.00
Klaimee Labs Inc. 1111B South Governors Avenue, #89123, Dover, Delaware 19904	Liability insurance for AI agents.	SAFE	6/8/2026	$250,000.00	$250,000.00
Known Quantity Labs, Inc. 2515 Glenhurst Court, Simi Valley, California 93063	Institutional infrastructure for prediction markets.	SAFE	6/13/2026	$250,000.00	$250,000.00
Lambda Systems, Inc. 2261 Market Street, Suite 93229, San Francisco, California 94114	Payments infrastructure for voice agents.	SAFE	3/19/2026	$250,000.00	$250,000.00
Laminar Run, Inc. 1111B South Governors Avenue, Suite 6937, Dover, Delaware 19904	Scalable automation for Windows desktop apps.	SAFE	6/8/2026	$250,000.00	$250,000.00


LegalOS Inc. 1111B South Governors Avenue, Suite 94154, Dover, Delaware 19904	AI-native immigration law firm.	SAFE	3/23/2026	$250,000.00	$250,000.00
Limrun, Inc. 2021 Fillmore Street, #2353, San Francisco, California 94115	iOS and Android cloud sandboxes for AI agents.	Series Seed-7 Preferred Stock	6/4/2026	$250,000.00	$298,376.65
	iOS and Android cloud sandboxes for AI agents.	Series Seed Preferred Stock	7/24/2026	$36,626.84	$36,626.84
Luel Inc. 584 Castro Street #2294, San Francisco, California 94114	Rights-cleared training data from everyday words and actions.	SAFE	3/27/2026	$100,000.00	$100,000.00
Lumius Imaging, Inc. 701 West Main Street, Suite 410, Durham, North Carolina 27701	Fast, accessible 3D ultrasound anyone can use.	SAFE	6/6/2026	$250,000.00	$250,000.00
Matforge, Inc. c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808	AI scientists for semiconductor materials discovery.	SAFE	6/1/2026	$250,000.00	$250,000.00
Maywood AI Inc. 167 Madison Avenue, Suite 205 #4601, New York, New York 10016	Finance-compliant proactive AI running 24/7.	SAFE	3/23/2026	$250,000.00	$250,000.00
MirageDoodle, Inc. (d/b/a AutoSitu) 131 Continental Drive, Suite 305, Newark, Delaware 19713	AI-native workspace for development plan reviews.	SAFE	3/25/2026	$250,000.00	$250,000.00
Opalite Health Inc. 700 El Camino Real, Suite 120 #1048, Menlo Park, California 94025	AI translation for healthcare providers and patients.	SAFE	3/19/2026	$250,000.00	$250,000.00
Ornadyne, Inc. 10950 Tuxford Street, Unit #14, Sun Valley, California 91352	Robotic birds for surveillance.	SAFE	6/9/2026	$250,000.00	$250,000.00
Oxus AI, Inc. c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808	AI automation for internal audit workflows.	SAFE	3/23/2026	$250,000.00	$250,000.00


PantaCapital, Inc. (d/b/a Panta Insurance Solutions) 625 2nd Street, Suite 204, San Francisco, California 94107	AI-native commercial insurance brokerage.	SAFE	3/24/2026	$250,000.00	$250,000.00
Plena Inc. 336 West 1st Street, Suite 113, Flint, Michigan 48502	AI operating system for specialty medicine practices.	SAFE	6/8/2026	$250,000.00	$250,000.00
Prana AI Incorporated 625 2nd Street, San Francisco, California 94107	AI primary care doctor in your pocket.	SAFE	3/26/2026	$250,000.00	$250,000.00
Prototyping, Inc. 1201 Orange Street, Suite 600, Wilmington, New Castle County, Delaware 19801	Autonomous manufacturing for mechanical parts.	SAFE	6/5/2026	$250,000.00	$250,000.00
Qomplement, Inc. 1111B South Governors Avenue, Suite 29678, Dover, Delaware 19904	Agentic ERP for supply chain operations.	SAFE	6/8/2026	$250,000.00	$250,000.00
ReasonBlocks Inc. 5670 Linden Street, Dublin, California 94568	Runtime layer for AI agents.	SAFE	6/7/2026	$250,000.00	$250,000.00
Relay Innovations, Inc. 131 Continental Drive, Suite 305, Newark, Delaware 19702	Phone numbers for AI agents.	SAFE	6/9/2026	$250,000.00	$250,000.00
Replicas Group Inc. 131 Continental Drive, Suite 305, Newark, Delaware 19713	Cloud infrastructure for running coding agents.	SAFE	6/10/2026	$250,000.00	$250,000.00
RMJ Labs, Inc. 390 Northeast 191st Street, Suite 13615, Miami, Florida 33179	AI agents that build personal injury cases.	SAFE	6/13/2026	$250,000.00	$250,000.00
Rudus, Inc. 1395 22nd Street, Apartment 644, San Francisco, California 94107	AI takeoffs and estimation for concrete contractors.	SAFE	6/7/2026	$250,000.00	$250,000.00
Ruma, Inc. 41 Drumm Street, San Francisco, California 94111	Operations stack for biologic infusion clinics.	SAFE	3/16/2026	$250,000.00	$250,000.00


Samora AI, Inc. 938 110th Avenue Northeast, Apartment A302, Bellevue, Washington 98004	Multilingual AI voice agents.	SAFE	3/19/2026	$250,000.00	$250,000.00
Sarah AI Inc. 2261 Market Street, San Francisco, California 94114	Context layer for AI- native CPG brands.	SAFE	3/22/2026	$250,000.00	$250,000.00
Second Stage Labs, Inc. 639 Howard Street, San Francisco, California 94105	Communication infrastructure for AI agents.	SAFE	5/18/2026	$250,000.00	$250,000.00
SharedGenes, Inc. 2803 Philadelphia Pike, #446, Claymont, Delaware 19703	AI health assistant for chronic illness.	SAFE	6/8/2026	$250,000.00	$250,000.00
Shortwave Communications, Inc. 440 N Barranca Avenue, PMB 7952, Covina, California 91723-1722	AI agents that own work end to end.	SAFE	7/1/2026	$1,000,000.00	$1,000,000.00
Shotwell, Inc. c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808	Observability layer for robotics.	SAFE	6/10/2026	$250,000.00	$250,000.00
Silmaril Security Inc. 131 Continental Drive, Suite 305, Newark, Delaware 19713	Runtime security for self-improving AI.	SAFE	6/8/2026	$250,000.00	$250,000.00
Smol Machines, Inc. 2261 Market Street, San Francisco, California 94114	Portable, self- contained virtual machines for shipping software.	SAFE	6/10/2026	$250,000.00	$250,000.00
Sparkley Inc. 1908 Thomes Avenue, Suite 12391, Cheyenne, Wyoming 82001	AI agents that grow revenue for home services businesses.	SAFE	3/16/2026	$250,000.00	$250,000.00
Speedtrain, Inc. 2261 Market Street, Suite 89433, San Francisco, California 94114	AI systems that run AI infrastructure.	SAFE	3/25/2026	$250,000.00	$250,000.00
SpotPay, Inc. 505 Montgomery Street, San Francisco, California 94111	Global stablecoin bank account.	SAFE	3/24/2026	$250,000.00	$250,000.00


Surtr Defense Systems, Inc. 1301 North Broadway, Suite 95952, Los Angeles, California 90012	Hardware-agnostic operating system for drone defense.	SAFE	6/8/2026	$250,000.00	$250,000.00
Tenet Industries Inc. 1209 Orange Street, Wilmington, Delaware 19801	Low-cost mass- producible defense systems.	SAFE	5/31/2026	$250,000.00	$250,000.00
Terminal Use, Inc. 2261 Market Street, San Francisco, California 94114	Orchestration platform for background agents.	SAFE	3/18/2026	$250,000.00	$250,000.00
The General Aviation Company 244 5th Avenue, #1868, New York, New York 10001	New ATC (Air Traffic Control) system connecting aircraft to the internet.	SAFE	5/22/2026	$250,000.00	$250,000.00
Unifold, Inc. 1111B S Governors Avenue, #54385, Dover, Delaware 19904	Multi-chain deposit and payment infrastructure.	SAFE	3/23/2026	$250,000.00	$250,000.00
Unilabs 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands	AI voice agents for on-premises telephony.	SAFE	6/14/2026	$250,000.00	$250,000.00
Veriad, Inc. 2261 Market Street, Suite 86724, San Francisco, California 94114	AI assistant for email and calendar.	SAFE	3/19/2026	$250,000.00	$250,000.00
Visibl Semiconductors, Inc. 2565 Third Street, Unit 304, San Francisco, California 94107	AI agents for faster, lower-cost custom silicon.	SAFE	3/19/2026	$250,000.00	$250,000.00
Voxel Energy Inc. 8 The Green, Suite A, Dover, Delaware 19901	Data centers powered by solar and repurposed batteries.	SAFE	4/10/2026	$250,000.00	$250,000.00
Voygr Tech, Inc. 2261 Market Street, Suite 35553, San Francisco, California 94114	Place intelligence APIs for AI apps and agents.	SAFE	3/26/2026	$250,000.00	$250,000.00
Workable Solutions Inc. c/o Corporation Service Company 251 Little Falls Drive Wilmington, New Castle County, Delaware 19808	AI-native code hosting and development platform.	SAFE	3/19/2026	$250,000.00	$250,000.00

USE OF PROCEEDS

The Company estimates that the net proceeds to the Company from this offering will be approximately $175.5

million ($204.2 million if the Underwriters exercise the over-allotment option in full) after deducting any

organizational and offering costs. The Company estimates that it will incur expenses of approximately $5.9 million

(approximately 2.96% of the gross proceeds) in connection with this offering, which is $0.7792 per Share if

7,600,000 Shares are sold by the Company in this offering. These expenses include organizational expenses,

registration fees, underwriting discounts and commissions (other than sales load), FINRA (as defined later in this

Prospectus) filing fees, exchange listing fees, printing expenses, legal fees and expenses and accounting fees and

expenses. The organizational and offering costs will immediately reduce the NAV of each Share purchased in this

offering. Any organizational costs or offering costs incurred prior to the closing of the initial public offering paid by

Robinhood will be reimbursed by the Company.

The Company intends to use the net proceeds from this offering to acquire investments in accordance with its

investment objective and strategies described in this Prospectus and for general working capital purposes. The

Company may not be able to fully invest its cash as quickly as it would like due to the limited availability of and

competition for private investments. It is presently anticipated that the Company will be able to invest substantially

all of the net proceeds in securities that meet the Company’s investment objective and policies within approximately

36 months after the completion of the offering. Pending such investment, consistent with the Company’s BDC

election and election to be taxed as a RIC, it is anticipated that the Company will invest in other investments,

including listed companies, mutual funds, BDCs, ETFs, money market funds, U.S. government securities and other

fixed income obligations, and cash equivalents (such as bankers’ acceptances, certificates of deposit, commercial

paper, short-term government and corporate obligations and repurchase agreements), and crypto or digital assets,

and may at times hold a significant percentage of its assets in such investments. To the extent that a significant

portion of the Company’s assets are invested in such instruments for an extended period of time, the Company may

not achieve its investment objective.

The Company will invest more than half of its total assets in the types of securities designed to meet its business

purpose, in accordance with Sections 2(a)(48) and 55(a)(1)-(3) of the 1940 Act, within two years after this initial

public offering.

The Company will not receive any proceeds from any sale of Shares by the selling shareholder. The Company

has agreed to pay the costs, expenses and fees relating to the registration of the selling shareholder’s securities

covered by this Prospectus.

INVESTMENT OBJECTIVE AND STRATEGY

Investment Objective

The Company’s investment objective is to seek long-term capital appreciation. The investment objective of the

Company is not a fundamental policy of the Company and may be changed by the Board without the vote of a

majority of the Company’s outstanding voting securities (as defined by the 1940 Act). There can be no assurance

that the Company will achieve its investment objective.

Investment Strategies

In pursuing its investment objective, the Company will primarily invest, under normal circumstances, in a

diversified portfolio of early-stage and growth-stage private companies, with a focus on private companies that are

current or previous participants in the Y Combinator startup accelerator program or companies with a founder or co-

founder that has participated in the Y Combinator startup accelerator program (collectively, “YC Companies”).

Approximately 500-700 companies join Y Combinator each year.1 The Company may, however, also invest in

companies that are not YC Companies.

Y Combinator is a leading startup accelerator that helps launch and scale early-stage technology companies by

providing seed funding, mentorship, and access to a global founder and investor network. “Y Combinator” is a

registered trademark of Y Combinator Management, LLC or its affiliates and is used by the Company with

permission. Y Combinator does not sponsor, endorse, or promote the Company and has no responsibility for the

management or performance of the Company.

The Adviser will seek to invest in YC Companies and other early-stage and growth-stage private companies

that, in the view of the Adviser, demonstrate significant growth potential (each, a “Promising Company”). In

identifying Promising Companies, the Adviser considers a variety of factors that may include the experience and

track record of the founding team, market size, industry trends, product differentiation, commercial traction, and

business model. The Adviser bases its evaluation on information available at the time of investment, which may

include pitch presentations, publicly available materials, the Adviser’s own research and analysis, and references

from parties familiar with the company or its founders.

The specific Promising Companies in which the Company focuses its investments may change over time,

including if a Promising Company becomes a public company or is acquired in the future and the Company elects to

sell its investment in such company.

As a BDC, at least 70% of the Company’s assets must be the type of “qualifying” assets listed in Section 55(a)

of the 1940 Act, as described herein, which are generally privately offered securities issued by U.S. private or thinly

traded companies. The Company may also invest up to 30% of its portfolio opportunistically in “non-qualifying”

portfolio investments, such as investments in non-U.S. companies and private vehicles that rely on an exclusion

from the definition of investment company in Section 3(c) of the 1940 Act.

The Company will make direct investments in Promising Companies, including follow-on investments, which

will typically be in the form of non-controlling equity and equity-related securities, including, but not limited to,

SAFEs, common stock, warrants, convertible preferred stock, other equity or equity-linked securities or ownership

interests in business enterprises, other forms of senior equity, which may or may not be convertible into a company’s

common equity, and preferred stock and convertible debt securities.

The Company expects that a significant portion of its investments may be in the form of SAFEs. A SAFE is an

agreement between an investor and a company in which the company generally agrees that the investor’s investment

in the company will be converted into equity in the company upon certain trigger events. For example, the investor’s

SAFE investment would typically be converted into convertible preferred stock in the company’s next priced equity

financing round, at the valuation that is set in the company’s next priced equity financing round. In addition, a SAFE

may be triggered if the company is acquired by or merged with another company. Other triggers may be an initial

public offering of securities by the company.

Although the Company will principally seek to invest directly in Promising Companies, the Company may also

make indirect investments in Promising Companies by purchasing units or shares of special purpose vehicles

(“SPVs”), venture funds and private equity funds, limited liability companies, limited partnerships, pooled

investment vehicles, including venture capital funds, that would be investment companies but for Section 3(c)(1) or

Section 3(c)(7) of the 1940 Act, and other vehicles (each, a “Private Vehicle”) that provide the Company with

economic exposure to the equity of one or more Promising Companies. The SPVs in which the Company expects to

invest will be private investment vehicles managed by unaffiliated managers that are designed to provide the

Company and other accredited investors access to concentrated economic exposure to one or more specific private

companies through a private offering of securities exempt from registration under the Securities Act pursuant to

Regulation D. An SPV may source its investments in underlying private companies through a variety of methods,

including through existing investment, business or other relationships that the manager of the SPV may have with a

private company or its founders and/or key employees. Individual SPVs that the Company expects to invest in may

have different terms and structures, which may present unique risks and a different economic experience than if the

Company were to hold interests in the underlying private companies directly. The types of SPVs in which the

Company expects to invest may charge upfront sales charges as well as management fees and/or carried interest-type

fees that will impact the value of the Company’s investment and the Company’s investment return. All investors in

an SPV typically will have similar rights, which are documented in the governing documents of the SPV, subject to

the terms of any side letters entered into between an investor (including the Company) and the manager of the SPV

that may alter such rights and/or provide certain benefits to individual SPV investors. It is expected that the SPVs in

which the Company invests will not provide the Company with voting rights with respect to the SPVs or underlying

private companies. Private Vehicles will typically not be controlled by the Company and will not be subsidiaries of

the Company. Such investments may include investments made through “secondary transactions,” in which the

Company acquires an interest in an existing Private Vehicle from another investor. The Company also may seek

indirect economic exposure to Promising Companies in other ways, including through special situations, other

equity or credit investments, equity-related and equity-linked investments such as forward contracts for future

delivery of stock, swaps, and other synthetic equity agreements that provide it with economic exposure to the equity

of a Promising Company. To the extent the Company enters into forward contracts or other derivatives with respect

to a Promising Company, the Company intends to do so only with reputable counterparties that have received (or the

guarantors of the obligations of which have received) a credit rating of A-1 or P-1 by S&P or Moody’s, or that have

an equivalent rating from another NRSRO, or that are determined to be of equivalent credit quality by the Adviser.

Private Vehicles that rely on an exclusion from the definition of investment company in Section 3(c) of the

1940 Act would not be qualifying assets for purposes of compliance with the requirement of Section 55(a) of the

1940 Act to invest at least 70% of the Company’s total assets in qualifying assets.

The Company will publicly disclose information regarding its exposure to the holdings of Private Vehicles and

will make such information available on the Company’s website (robinhood.com/us/en/ventures/rvii) on at least a

quarterly basis and will post this information contemporaneously with its Form 10-K and Form 10-Q filings.

In seeking to achieve its investment objective, the Company will invest, without limit, in privately placed or

restricted securities (including in Rule 144A securities, which are privately placed securities purchased by qualified

institutional buyers), illiquid securities and securities in which no secondary market is readily available, of private

companies. Issuers of these securities are not expected to have a class of securities registered, or be subject to

periodic reporting, pursuant to the Exchange Act.

The Company generally intends to hold its investments as a long-term investor, consistent with its investment

objective and strategies, and, accordingly, the Company does not expect to divest investments on any particular

timeline or upon the occurrence of any particular event. For example, the Company expects generally to continue to

hold investments in a company after future rounds of financing or an initial public offering. However, the Company

may divest of some or all of an investment as the Adviser determines to be appropriate and consistent with the

Company’s investment objective or strategies. This may occur in connection with a future round of financing, an

initial public offering or acquisition of a company, in the event the Adviser determines it is appropriate to rebalance

the portfolio, where the Adviser determines that the investment is no longer performing in line with expectations, or

for any other reason in the Adviser’s discretion. In addition, if an investment is held in a Private Vehicle, the Private

Vehicle may dispose of a Promising Company.

Under normal circumstances, substantially all of the Company’s assets will be invested in direct or indirect

investments in Promising Companies (except that the Company may continue to hold investments in a Promising

Company after future rounds of financing or the initial public offering of such Promising Companies). However,

consistent with the Company’s BDC election and its election to be taxed as a RIC, the Company may also invest, to

a lesser extent (including while it is seeking to build its position in one or more Promising Companies or to manage

cash) in other investments, including listed companies, mutual funds, BDCs, ETFs, money market funds, U.S.

government securities and other fixed income obligations, and cash equivalents (such as bankers’ acceptances,

certificates of deposit, commercial paper, short-term government and corporate obligations and repurchase

agreements), and crypto or digital assets, and may at times hold a significant percentage of its assets in such

investments. To the extent that a significant portion of the Company’s assets are invested in such instruments for an

extended period of time, the Company may not achieve its investment objective.

The Company does not have fixed guidelines for diversification by industry or type of security, and investments

may be concentrated in only a few industries or types of securities. The Company may, for example, invest

significantly in aerospace and defense, artificial intelligence (“AI”), computer software, consumer products,

consumer technology, enterprise software, Fintech, technology, and robotics-related companies.

The Company is permitted to borrow money or issue debt securities in an amount up to 66 2/3% of its total

assets in accordance with the 1940 Act. The Company may establish one or more credit lines to borrow money for a

range of purposes, including for the purpose of funding investments, to satisfy the Company’s liabilities or

obligations, or other specified purposes. The Company may pledge its assets to secure any such borrowings. There is

no assurance, however, that the Company will be able to enter into a credit line or that it will be able to timely repay

any borrowings under such credit line, which may result in the Company incurring leverage on its portfolio

investments from time to time. The Company’s use of leverage may increase or decrease from time to time in its

discretion and the Company may, in the future, determine not to use leverage.

The Company may make investments directly or indirectly through one or more Subsidiaries, and references

herein to the Company’s investments also refer to any Subsidiary’s investments.

If the Company uses one or more Subsidiaries to make investments, the Company and its Shareholders will bear

the respective organizational and operating fees, costs, expenses and liabilities of those Subsidiaries. The Company

and its Subsidiaries will have the same investment strategies and will be subject to the same investment restrictions

and limitations on a consolidated basis. The Adviser will serve as investment adviser to the Company and each

Subsidiary. The Subsidiaries will comply with the provisions of the 1940 Act relating to affiliated transactions and

custody.

The Adviser will not cause the Company to engage in certain negotiated investments alongside affiliates unless

the Company has received an order from the SEC granting an exemption from Sections 17 and 57 of the 1940 Act,

or unless such investments are not prohibited by Section 17(d) of the 1940 Act or interpretations thereof, as

expressed in SEC no-action letters or other available guidance. The Adviser and the Company have applied for an

exemptive order from the SEC that, if granted, would expand the Company’s ability to invest alongside its affiliates

in privately placed investments that involve the negotiation of certain terms of the securities to be purchased (other

than price-related terms).

Additional Information on SAFEs

Background on SAFEs

In 2013, Y Combinator introduced the SAFE, which stands for Simple Agreement for Future Equity. At the

time of introduction, startups and investors were primarily using convertible notes for early-stage fundraising.2 The

SAFE was intended to be a replacement for convertible notes to streamline the early-stage fundraising process, and

has generally been successful in doing so. As a one-document security without numerous terms to negotiate, SAFEs

save startups and investors money in legal fees and reduce the time spent negotiating the terms of the investment.

Founders and investors will usually only have to negotiate one item: the conversion price, which is determined based

on either a valuation cap or valuation discount rate.

SAFE Terms

In general, SAFEs automatically convert into equity securities or a right to receive cash upon three types of

events: (1) a priced equity financing of the company that issued the SAFE; (2) a liquidity event of the company that

issued the SAFE, such as a sale of the company or an initial public offering of the company; and (3) a dissolution

event, such as the issuer of the SAFE declaring bankruptcy or going out of business.

Priced Equity Financing. A SAFE will convert automatically into equity of the issuer of the SAFE when the

issuer of the SAFE closes a priced equity financing. A SAFE will convert into the equity security that is being issued

to other investors in the priced equity financing, which is most typically shares of convertible preferred stock. In

general, a SAFE will convert into a number of shares of convertible preferred stock that is equal to the dollar amount

of the SAFE investment, divided by a price per share determined based on the valuation cap of the SAFE or a

discount rate relative to the price per share of the convertible preferred stock in the priced equity financing. In other

words, a SAFE represents an investment into the issuer of the SAFE at the next priced equity financing at, or more

typically at a discount to, the valuation implied by the priced equity financing round.

•Valuation Cap. The Company may invest in a SAFE in which the conversion of the SAFE into equity of

the issuer of the SAFE is based on a valuation cap. A valuation cap imposes a cap on the valuation of the

issuer implied by the price per share at which the SAFE would convert into equity in a priced round. If the

issuer of the SAFE closes an equity financing at an implied valuation that exceeds the valuation cap, the

SAFE would convert into convertible preferred stock at the price per share implied by the valuation cap

stated in the SAFE, rather than at the price per share of the convertible preferred stock in the priced equity

financing, effectively resulting in a discount to the price per share of the implied valuation of the priced

equity financing.

•Valuation Discount Rate. The Company may invest in a SAFE in which the conversion of the SAFE into

equity of the issuer of the SAFE is based on a fixed discount rate to the valuation implied by the issuer’s

next priced equity financing, resulting in a fixed discount to the price per share of the implied valuation of

the priced equity financing.

•Most Favored Nation Provisions. The Company may invest in a SAFE that contains a provision that allows

the SAFE holder to amend the SAFE at a later date to include any more advantageous terms that are

subsequently provided to holders of other SAFEs of that issuer. In other words, if the issuer of the SAFE

subsequently issues a SAFE that contains a valuation cap or a valuation discount rate that is more

advantageous to the SAFE holder, the investor may elect to amend its SAFE to include the terms that were

offered in the later-issued SAFE.

In other words, regardless of whether a SAFE has a valuation cap, a valuation discount, a most favored nation

provision, or any combination of the foregoing, the SAFE will convert into convertible preferred stock at the issuer’s

next priced equity financing at or at a discount to the implied valuation of the priced equity financing.

Liquidity Event. Typically, if the issuer of a SAFE undergoes a “Liquidity Event,” which includes events such

as a sale of the company, an initial public offering, or a direct listing, the SAFE will convert into a right to receive

cash. In the event of a Liquidity Event, the SAFE holder will typically be entitled to receive a portion of the

proceeds equal to the greater of (1) the amount that the SAFE holder invested when it purchased the SAFE from the

company, and (2) the proceeds that the SAFE holder would be entitled to if the SAFE converted into common stock

of the company in connection with the Liquidity Event at the implied valuation of the Liquidity Event, taking into

account any terms such as a valuation cap or a valuation discount rate that the SAFE might be entitled to and the

company’s overall capitalization.

Dissolution Event. If the issuer of the SAFE goes out of business (a “Dissolution Event”), the holder of the

SAFE is typically entitled to receive cash equal to the amount that the holder invested, subject to the issuer having

sufficient assets. However, a SAFE holder’s claim would be junior to the claims of other creditors, such as the SAFE

issuer’s trade creditors and holders of the issuer’s outstanding indebtedness (including convertible notes). The SAFE

holder’s right to receive cash would have the same priority as other SAFEs and standard non-participating preferred

stock, and be senior to payments for common stock.

Involvement in our Portfolio Companies

As a BDC, the Company will be obligated to offer to provide significant managerial assistance to certain of its

portfolio companies and to provide it if requested. In fact, the Company may seek investments where such assistance

is appropriate. Making available significant managerial assistance means, among other things, any arrangement

whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide,

significant guidance and counsel concerning the management, operations or business objectives and policies of a

portfolio company.

Non-Fundamental Policies

None of the Company’s investment policies are fundamental, and thus may be changed without Shareholder

approval.

Portfolio Turnover

While the Adviser pursues a long-term investment strategy and does not typically engage in short-term trading

in the shares of portfolio companies in which it invests, portfolio turnover generally involves some expense to the

Company, including finders, placement, brokerage, or other similar fees (or an allocable portion thereof) and other

transaction costs on the sale of securities and reinvestment in other securities. The Company’s portfolio turnover rate

may vary from year to year. Higher portfolio turnover may decrease the investment return to individual investors in

the Company.

_________________

(1)Source: Startup Directory (last visited June 25, 2026), available at https://www.ycombinator.com/companies.

(2)Source: Safe User Guide (last visited June 26, 2026), available at https://www.ycombinator.com/documents.

Market Opportunity

Venture investing has historically been one of the most powerful engines of wealth creation in the American

economy — generating many of the companies that have defined modern life, employed millions of Americans, and

produced extraordinary returns. Yet the opportunity to share in that wealth creation has been systematically denied

to the vast majority of Americans, reserved instead for a small and self-reinforcing circle of institutional investors

and well-connected insiders. That exclusion is not an accident of market structure. It is a consequence of rules and

access barriers that have never been designed to provide access to ordinary Americans. The Company is designed to

change that — by investing in YC Companies and other early-stage or growth-stage companies whose technology,

markets, and competitive position demonstrate, in the view of the Adviser, compelling potential, providing the access

and the diversification that are unavailable to most investors.

I.The Private Venture Market: Size, Growth, and Returns

The U.S. venture capital market has grown dramatically over the past decade and a half. U.S. venture capital

reached $320.0 billion deployed in 2025 — the second-highest annual total ever recorded, behind only the 2021

peak of $358.2 billion.1 Even the relative trough of 2023, at $168.8 billion, exceeded every pre-2018 annual total in

U.S. history. The U.S. venture capital industry now manages $1.38 trillion in total assets under management —

comprising $1.08 trillion in net asset value and $299.3 billion in dry powder awaiting deployment into the next

generation of companies.1

Equally significant is a structural shift in when companies choose to access public markets — and therefore in

where their most significant appreciation occurs. The median time from a company’s founding to its IPO was 5

years in 1999; by 2024, that figure had reached 14 years.2 A company that remains private for 14 years may

complete its foundational growth arc — from idea, to product-market fit, to scaling — entirely within the private

markets, entirely out of reach of most of the investing public. The investors who participate in that arc earn returns

commensurate with bearing that risk. Often, by the time a company reaches its IPO, the most significant wealth

creation has already occurred, and it has occurred exclusively for the small group of insiders who were allowed to

invest early on.

As of year-end 2025, approximately 859 venture-backed private companies globally were valued at $1 billion or

more, representing an aggregate estimated value of approximately $4.34 trillion.3 Whether that value is ultimately

realized through an acquisition, a public offering, or a secondary transaction, most of the returns will flow to those

who were permitted to invest during the private phase — the same endowments, sovereign wealth funds, and ultra-

high-net-worth individuals who have always had access.

II.The Closed Door: How Ordinary Americans Are Locked Out

The private venture market has delivered significant returns and generated much of the economic dynamism of

the past generation. Generally, private venture investments have not been accessible to most ordinary Americans.

The exclusion operates at two levels — a legal barrier erected by the SEC’s accredited investor rules, and a practical

barrier rooted in the insular network dynamics of venture capital.

The Accredited Investor Threshold. Under the Securities Act of 1933, most private securities offerings —

including interests in venture capital funds and direct investments in private companies — may be sold only to

“accredited investors,” defined by minimum thresholds for income, net worth, or professional certification.4

According to a June 2025 study published by the SEC’s Office of the Investor Advocate (the “2025 OIAD study”),

approximately 12.6% of U.S. individuals qualify as accredited investors.5 More than eight in ten Americans may be

legally prohibited from investing in the types of private venture investments that have generated some of the most

significant wealth in modern economic history because they do not meet the accredited investor threshold.

The Network Barrier. For the minority of Americans who clear the legal threshold, a second wall awaits. Even

among those who are legally eligible to participate, only 4.3% of accredited investors actually own private market

securities.5 The most successful private venture funds are chronically oversubscribed and allocate capacity almost

entirely to a fixed circle of institutional investors and high-net-worth individuals whose relationships were

established over decades. Top-tier founders typically raise money through introductions from trusted networks,

resulting in many of the best opportunities going to the same people they always have.

The result is a compounding exclusion. Only 12.6% of Americans are legally eligible to participate. Of those,

only 4.3% actually own private market securities. Meanwhile, among the vast majority of Americans who are not

accredited investors, only 1.1% own private market securities. Collectively, approximately 1.3% of the total U.S.

population holds any private market investment at all.5 However, the same 2025 OIAD study found that 5.2% of the

total U.S. population — four times the number who actually own such securities — express interest in investing in

new or private companies.5 We believe that the gap between what such Americans want and what they are permitted

to access may be the defining inequity of modern capital markets.

III.The Diversification Dilemma

The structural exclusion described above does more than deny ordinary Americans access to individual

opportunities. It prevents them from investing in early-stage and growth-stage companies in one of the only ways

that we believe makes economic sense.

Early-stage and growth-stage investing is defined by the power law: the distribution of outcomes is

extraordinarily skewed, with the large majority of companies returning little or no capital and a small number of

exceptional outcomes driving virtually all aggregate returns.6 This is not a flaw in the asset class — it is its defining

characteristic, and it is precisely what produces venture-scale returns for those who can capture it. Historical data

shows that, as an asset class, seed and Series A investing has delivered the highest returns of any stage in U.S.

venture capital, even accounting for higher company failures.8 But capturing it requires a portfolio broad enough to

include the outliers. An investor who participates in only a handful of early-stage or growth-stage companies faces

binary concentration risk with no structural mechanism to offset failures. The expected return of a small,

undiversified portfolio of early-stage and growth-stage investments is materially lower than the expected return of

the asset class itself, because the probability of holding the handful of companies that drive aggregate returns

decreases sharply as portfolio size declines. Institutional venture funds are constructed with this dynamic explicitly

in mind — deploying capital across large numbers of companies precisely because breadth of exposure is the

instrument through which the power law works in investors’ favor rather than against them.

It generally is not possible for ordinary Americans to obtain this type of diversified exposure to early- and

growth-stage companies on their own. The legal and network barriers described above do not merely limit retail

access to individual transactions — they make it structurally impossible for typical retail investors to assemble the

kind of diversified portfolio of early-stage and growth-stage companies that we believe the asset class calls for.

Minimum investment sizes in private rounds — even where access exists — are typically far beyond what retail

investors can deploy across a sufficient number of companies to achieve meaningful diversification. Deal flow itself

is the binding constraint: building a diversified early-stage and growth-stage portfolio requires consistent access to a

large volume of high-quality opportunities, which in turn requires the kind of established institutional relationships

that retail investors generally do not have. A retail investor who overcomes the accredited investor legal threshold

and secures access to one or two early-stage investments has not solved the access problem — he or she has simply

taken on the risk profile of early-stage investing without the broad portfolio construction that makes that risk rational

to bear.

The inability to diversify is not a secondary limitation. It is a core reason that retail participation in early-stage

and growth-stage investing, absent a professionally managed, broadly diversified structure, fails to deliver the

returns that make the asset class worth pursuing. Solving the access problem means solving the diversification

problem — and doing so at a scale and with a sourcing capability that retail investors generally cannot replicate on

their own.

IV.RVII: Built to End the Exclusion

RVII is purpose-built to address the barriers and limitations described above.

RVII has no investment minimums, no income threshold, no net worth test, and no accredited investor

requirement. The wealth barrier that largely defines the private market does not apply to RVII.

RVII will be listed and freely tradable on the NYSE. Investors may buy or sell Shares on the NYSE without

lockup periods, redemption gates, or capital call obligations, although an active market may not develop, while the

Company generally expects to hold its investments through their natural private-phase arc and seeks to realize value

at natural exit — through acquisition, public offering, or secondary transaction.

Diversification is a structural feature of RVII. Over time, RVII expects to invest across a portfolio of a

significant number of companies, applying the construction discipline that institutional venture funds use to manage

single-company failure risk. The existing seed portfolio already includes investments in 80 private companies.

Individual retail investors generally cannot replicate this structure independently: private investing requires deal

sourcing, underwriting capacity, and portfolio scale that are generally operationally out of reach for individuals

acting alone.

The Adviser believes it is situated to develop a pipeline of investment opportunities that are generally accessible

only to institutional insiders. The Adviser’s relationships across venture capital include investors, founders, and

institutional participants who are active in venture markets, both within and beyond the YC Company ecosystem.

These relationships provide the Adviser with visibility into financing rounds, access to investment opportunities that

are not broadly marketed, and the credibility to participate in competitive rounds alongside established institutional

investors. Early-stage and growth-stage investing is, by its nature, a relationship-driven activity: the most attractive

opportunities are allocated through trusted networks, and access is a function of reputation and prior engagement.

The Adviser’s position within those networks is a strategic advantage that individual retail investors — and many

new market entrants — generally cannot replicate independently.

V.Why Y Combinator: Leading Incubator with a Strong Track Record(7)

Y Combinator has funded over 5,000 companies with a combined value of over $1.3 trillion, including 100

“unicorns” with valuations over $1 billion, since 2005. Some notable companies previously funded by Y

Combinator include:

•Aerospace: Boom

•Consumer & Marketplaces: Airbnb, DoorDash, Instacart, Reddit, Twitch

•Enterprise & AI: Cruise, Deel, Dropbox, PagerDuty, OpenAI, Scale AI

•Fintech: Brex, Coinbase, Gusto, Stripe

See “Risks—YC Companies Risk.”

Although many private companies have created value for investors, many more private companies have not.

The Company and the Adviser do not guarantee any level of return or protection against loss on investments and

there can be no assurance that the Company’s investment objective will be achieved or that the Company’s

investment program will be successful.