As filed with the Securities and Exchange Commission on August 12, 2026

Securities Act File No. 333-

Investment Company Act File No. 811-24121

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. ☐

Post-Effective Amendment No. ☐

And

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940 ☒

Amendment No. 6 ☒

Powerlaw Corp.

631 Folsom Street Ste A & B

San Francisco, California, 94107-3850

(Address of Principal Executive Offices)

(707) 653-6892

(Registrant’s Telephone Number, including Area Code)

Michael Dinsdale

631 Folsom Street Ste A & B

San Francisco, California, 94107-3850

(Name and Address of Agent for Service)

WITH COPIES TO:

Steven B. Boehm, Esq.

Owen J. Pinkerton, Esq.

Krisztina Nadasdy, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW

Washington, DC 20001

Tel: (202) 383-0100

Fax: (202) 637-3593

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

Approximate date 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 (the “Securities Act”), other than securities offered in connection with dividend or interest reinvestment plans. ☒

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(c) 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):

Check each box that appropriately characterizes the Registrant:

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 12, 2026

PRELIMINARY PROSPECTUS

Powerlaw Corp.

25,000,000 Shares of Common Stock

This prospectus (the “Prospectus”) relates to the registration of the resale of up to 25,000,000 shares of common stock, par value $0.001 per share of Powerlaw Corp. (the “Fund”) by Roth Principal Investments, LLC, which we refer to in this Prospectus as “Roth Principal Investments” or the “Selling Stockholder.” On May 27, 2026, our common stock began trading on The Nasdaq Global Market (the “Exchange”) under the symbol “PWRL.” Sales or other dispositions made by the Selling Stockholder will be made in the manner outlined in the Plan of Distribution (Conflict of Interest) beginning on page 20 of the Prospectus.

The shares included in this Prospectus consist of shares of common stock that we may, in our discretion, issue and sell to Roth Principal Investments, from time to time after the date of this Prospectus, pursuant to a Common Stock Purchase Agreement we entered into with Roth Principal Investments on August 7, 2026, (the “Purchase Agreement”), in which Roth Principal Investments has committed to purchase from us, at our direction, up to $250,000,000 in aggregate gross purchase price of our common stock, subject to terms and conditions specified in the Purchase Agreement, including a commitment fee (the “Commitment Fee”). See “Committed Equity Facility” for a description of the Purchase Agreement and “Selling Stockholder” for additional information regarding Roth Principal Investments.

We are not selling any shares of common stock being offered by this Prospectus and will not receive any of the proceeds from the sale of such shares by Roth Principal Investments. We may receive up to $250,000,000 in aggregate gross proceeds from sales of our common stock that we may, in our discretion, make to Roth Principal Investments pursuant to the Purchase Agreement. Roth Principal Investments may sell or otherwise dispose of the shares of common stock included in this Prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how Roth Principal Investments may sell or otherwise dispose of the common stock being offered in this Prospectus. Roth Principal Investments is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the “Securities Act”.

Roth Principal Investments is an affiliate of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and FINRA member, which will act as an executing broker that will effectuate resales of our common stock that may be acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering. Because Roth Principal Investments will receive all the net proceeds from such resales of our common stock made to the public through RCP, RCP is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121. In accordance with FINRA Rule 5121, RCP is not permitted to sell shares of our common stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. See “Plan of Distribution (Conflict of Interest)” for additional information.

We determine the net asset value, or “NAV,” per share of our common stock on a monthly basis. The unaudited NAV per share of our common stock on June 30, 2026 (the last date prior to the date of this Prospectus as of which we determined our NAV) was $16.21. The last reported sale price per share of our common stock on the Exchange was $11.66 on August 7, 2026, representing a 28.07% discount to our NAV per share as of June 30, 2026. In no event will we issue or sell any shares of our common stock to Roth Principal Investments under the Purchase Agreement at a net price below our then-current NAV per share in violation of Section 23(b) of the Investment Company Act of 1940, as amended (the “1940 Act”). See “Committed Equity Facility.”

We were organized as PowerLaw10, LLC, a Delaware limited liability company, on September 9, 2024. Effective September 5, 2025, we converted from a Delaware limited liability company to a Maryland corporation under the name Powerlaw Corp. Powerlaw Fund Adviser, LLC (formerly known as Akkadian CEF Manager, LLC), a Delaware limited liability company, is our investment adviser (the “Adviser”) and manages our investments subject to the supervision of our board of directors (the “Board” and each member a “Director”). On December 23, 2025, after obtaining the approval of stockholders, the Board approved and executed a reverse stock split whereby every twelve shares of common stock was converted into one share of common stock (the “Reverse Stock Split”). On July 21, 2026, we announced that the Board had authorized the repurchase, on the open market, of up to 4,324,293 shares of our common stock, which represented 10% of our outstanding shares as of July 20, 2026, at times when our shares are trading on the Exchange at a discount of 5% or more to our most recently publicly reported NAV per share (the “Repurchase Program”). Unless amended or extended by the Board, the Repurchase Program will be in place until the earlier of July 20, 2027 or such time as 4,324,293 shares have been repurchased. We are not required to effect repurchases under the Repurchase Program, and no repurchases will be effected during any period in which such repurchases would be prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, in connection with the offering to which this Prospectus relates. As of July 31, 2026, 82,135 shares of our common stock had been repurchased under the Repurchase Program, and 43,160,796 shares of our common stock were outstanding.

We are a recently organized externally managed, non-diversified closed-end management investment company that is registered as an investment company under the 1940 Act. We intend to elect to be treated, and to qualify annually, as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes beginning with our taxable year ending September 30, 2026. As a registered investment company and a RIC, we will be required to comply with certain regulatory requirements.

Our investment objective is long-term capital appreciation. We seek to achieve our investment objective by investing in a concentrated portfolio of approximately 15 late-stage technology companies (our “Portfolio Companies”). In order to achieve exposure to Portfolio Companies, we will take a structure-agnostic approach to investing, and invest directly in the equity securities of Portfolio Companies, or invest indirectly through “equity-linked securities” such as forward contracts for future delivery of stock, swaps or other synthetic equity agreements, and purchases of units or other ownership of limited liability companies, limited partnerships, or other special purpose vehicles (“SPVs”) that serve to provide us with financial exposure to the equity of one or more Portfolio Companies. All of the SPVs in which the Fund invests are private investment vehicles which are managed by unaffiliated external managers or general partners. Our indirect financial exposure will (a) rely upon the Fund’s contractual rights to the underlying Portfolio Companies’ securities or the Fund’s indirect ownership of the underlying Portfolio Companies’ securities via an interest in an SPV and (b) not provide for the direct ownership of the Portfolio Companies’ securities via their issuance directly to the Fund. In addition, we may purchase units or shares of private funds, including venture funds and private equity funds (each, a “Private Fund”), to gain direct and indirect economic exposure to private companies in the technology sector. We will seek to deploy capital primarily in the form of non-controlling equity and equity-linked investments in Portfolio Companies. See “Prospectus Summary – Investment Strategy and Types of Investments.”

Investing in our common stock involves a high degree of risk and is highly speculative. Before buying any shares of our common stock, you should read the discussion of the material risks of investing in our common stock in the “Risk Factors” section beginning on page 29 of the Prospectus. In addition, investors should observe the following:

This Prospectus contains important information you should know before investing in our common stock. Please read this Prospectus before investing and keep it for future reference. A Statement of Additional Information, dated [●], 2026 containing additional information about the Fund (the “SAI”), has been filed with the SEC and, as amended from time to time, is incorporated in its entirety into this Prospectus. We file periodic and current reports, proxy statements and other information about us with the U.S. Securities and Exchange Commission (the “SEC”). This information is available free of charge by contacting us at c/o Powerlaw Corp., 631 Folsom Street Ste A & B, San Francisco, California, 94107-3850, calling us at (707) 653-6892 or visiting our website located at www.pwrl.com. Information on our website is not incorporated into or a part of this Prospectus. The SEC also maintains a website at http://www.sec.gov that contains this information.

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.

The date of this Prospectus is __________, 2026

TABLE OF CONTENTS

We have not, and the Selling Stockholder has not, authorized anyone to give you any information other than in this Prospectus, and we take no responsibility for any other information that others may give you. We are not, and the Selling Stockholder is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this Prospectus is accurate only as of the date on the front cover of this Prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. We will update these documents to reflect material changes only as required by law.

PROSPECTUS SUMMARY

FEES AND EXPENSES

This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.

FINANCIAL HIGHLIGHTS

The financial highlights for the fiscal period ended September 30, 2025 are incorporated by reference into this Prospectus from our annual report on Form N-CSR for the fiscal period ended September 30, 2025, filed with the SEC on December 19, 2025. The financial highlights for the fiscal period ended September 30, 2025 have been audited by KPMG LLP, our independent registered public accounting firm, whose report thereon is included in the annual report and is incorporated by reference into this Prospectus and the registration statement of which this Prospectus forms a part. The unaudited financial highlights for the six months ended March 31, 2026 are incorporated by reference into this Prospectus from our semi-annual report for the six months ended March 31, 2026, filed with the SEC on Form N-CSRS on June 8, 2026.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus, including the documents we incorporate by reference herein, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the Fund, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements.

The forward-looking statements contained in this Prospectus involve risks and uncertainties, including statements as to:

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in the “Risk Factors” section of this Prospectus. All forward-looking statements contained in the Prospectus are made as of the date of the Prospectus. Except for our ongoing obligations under the federal securities laws, we do not intend, and we undertake no obligation, to update any forward-looking statement. The forward-looking statements contained in the Prospectus and the SAI are excluded from the safe harbor protection provided by Section 27A of the Securities Act.

Currently known risk factors that could cause actual results to differ materially from our expectations include, but are not limited to, the factors described in the “Risk Factors” section of this Prospectus. We urge you to carefully review that section for a more detailed discussion of the risks of an investment in our common stock.

COMMITTED EQUITY FACILITY

On August 7, 2026, we entered into the Purchase Agreement and the Registration Rights Agreement with Roth Principal Investments. Under the Purchase Agreement, upon the terms and conditions set forth therein, we, at our sole option and discretion, from and after the Commencement Date, will have the right to sell to Roth Principal Investments up to $250,000,000 of aggregate gross purchase price of shares of our common stock, subject to the Exchange Cap (as defined below), to the extent applicable, and the other limitations set forth in the Purchase Agreement. We will pay Roth Principal Investments up to a $2,500,000 commitment fee, equal to 1.0% of Roth Principal Investments’ total aggregate purchase commitment, as consideration for its commitment to purchase shares of our common stock pursuant to the Purchase Agreement. If we do not terminate the Purchase Agreement within 90 days following the effective date of the registration statement that includes this Prospectus, Roth Principal Investments would be entitled to receive only such portion (if any) of the cash commitment fee it had withheld from any purchases effected by us before the expiration or earlier termination of the Purchase Agreement, and Roth Principal Investments would not be entitled to receive any further cash payments from us in respect of the cash commitment fee.

Upon the initial satisfaction of the conditions to Roth Principal Investments’ purchase obligations set forth in the Purchase Agreement, or the “Commencement,” including that the registration statement of which this Prospectus forms a part has been declared effective by the SEC, we will have the right, but not the obligation, from time to time at our sole option and discretion over the 36-month period beginning on the date the Commencement occurs, or the “Commencement Date,” to direct Roth Principal Investments to purchase shares of our common stock in Market Open Purchases, Intraday Purchases, Pre-Market Purchases and/or Post-Market Purchases (together, “Purchases”), each as described below, unless the Purchase Agreement is terminated earlier. Sales of common stock by us to Roth Principal Investments under the Purchase Agreement, and the timing of any such sales, are solely at our option, and we are under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement. Subject to the satisfaction of applicable conditions, Roth Principal Investments will be obligated to purchase shares of our common stock as and when directed by us in irrevocable written purchase notices that are timely and properly delivered by us in accordance with the Purchase Agreement.

In no event may we issue to Roth Principal Investments under the Purchase Agreement more than 8,627,843 shares of common stock, which number of shares is equal to 19.99% of the shares of our common stock outstanding as of the date of the Purchase Agreement, or the “Exchange Cap,” unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Exchange rules or (ii) the Average Price (as defined in the Purchase Agreement) of all purchases under the Purchase Agreement equals or exceeds the Base Price (as defined below), in which case the Exchange Cap will not apply to issuances and sales of common stock pursuant to the Purchase Agreement. If we issue any shares of common stock in excess of the Exchange Cap in reliance on clause (ii), the average price for all shares of common stock purchased by Roth Principal Investments under the Purchase Agreement for the remainder of the term of the committed equity facility must always equal or exceed the Base Price. “Base Price” means the Minimum Price, as adjusted to take into account the commitment fee payable to Roth Principal Investments under the Purchase Agreement, such that issuances and sales of common stock under the Purchase Agreement are deemed “at market” under applicable rules of the Exchange, which is $11.6258 per share. “Minimum Price” means $11.3360, representing the average Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nasdaq.com) for the five (5) consecutive Trading Days ending on the date of the Purchase Agreement (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the date of the Purchase Agreement). Moreover, we will not issue, and Roth Principal Investments will not purchase, any shares of our common stock under the Purchase Agreement which, when aggregated with all other shares of common stock then beneficially owned by Roth Principal Investments and its affiliates, would result in Roth Principal Investments beneficially owning more than 4.99% of the outstanding common stock (the “Beneficial Ownership Limitation”). In no event will we issue any shares of our common stock to Roth Principal Investments under the Purchase Agreement at a price per share below our net asset value per share in violation of Section 23(b) of the 1940 Act.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and are subject to limitations agreed upon by the contracting parties.

Neither we nor Roth Principal Investments may assign or transfer any of our respective rights and obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by the parties.

Purchases of Common Stock Under the Purchase Agreement

Market Open Purchases

On any trading day selected by us from and after the Commencement Date (each, a “Purchase Date”), provided the closing sale price of our common stock on the immediately preceding trading day is not less than $1.00, we will have the right, but not the obligation, to direct Roth Principal Investments, by the delivery to Roth Principal Investments of an irrevocable written purchase notice, after 7:30 a.m., Eastern time, and prior to 9:00 a.m., Eastern time, on such Purchase Date (each, a “Market Open Purchase Notice”), to purchase on such Purchase Date an amount of common stock up to the applicable Maximum Market Open Purchase Amount (as defined below) (the “Market Open Purchase Share Amount”), at the applicable Market Open Purchase price (each, a “Market Open Purchase”). We will specify in each Market Open Purchase Notice (i) the percentage that will be used for calculating the Market Open Purchase Volume Maximum (defined below) and the Maximum Market Open Purchase Amount applicable to such Market Open Purchase, which may not exceed 25% (the “Market Open Purchase Percentage”), and (ii) (A) whether the first sale of common stock (unrelated to the committed equity facility) at a price below the applicable VWAP Minimum Price Threshold (defined below) during the applicable Market Open Purchase Valuation Period will trigger the Market Open Purchase Ending Time of the Market Open Purchase Valuation Period for such Market Open Purchase (a “Limit Order Discontinue Election”) or (B) whether such sales of common stock will not cause the Market Open Purchase Valuation Period for such Market Open Purchase to end, but rather will be disregarded for purposes of determining whether the Market Open Purchase Volume Maximum is reached and for purposes of calculating the Market Open Purchase price for such Market Open Purchase (a “Limit Order Continue Election”).

The purchase price for a Market Open Purchase will be equal to 97.0% of the VWAP of our common stock for the period on the applicable Purchase Date beginning at 9:30:01 a.m., Eastern time (or such later time publicly announced by Nasdaq (the “Exchange”) as the official open of the primary trading session on the Exchange), on such Purchase Date (the “Market Open Purchase Commencement Time”), and ending at 3:59:00 p.m., Eastern time (or such earlier time publicly announced by the Exchange as the official close of the primary trading session on the Exchange), on such Purchase Date (excluding the first and last regular way trades and, if a Limit Order Continue Election is made, excluding each transaction in the common stock in which the trading price of a share of common stock is below the applicable VWAP Minimum Price Threshold); provided, that (i) if the total aggregate volume of common stock traded on the Exchange beginning at the Market Open Purchase Commencement Time (applying the same exclusions) reaches a threshold amount equal to (a) the Market Open Purchase Share Amount to be purchased by Roth Principal Investments, divided by (b) the Market Open Purchase Percentage specified by us in the applicable Market Open Purchase Notice (giving effect to any adjustment as necessary to give effect to the applicable Maximum Market Open Purchase Amount limitation) (the “Market Open Purchase Volume Maximum”), prior to the official close of the regular trading session on the Exchange on such Purchase Date, or (ii) if a Limit Order Discontinue Election is made, the trading price of a share of common stock at any time after the Market Open Purchase Commencement Time (excluding the first and last regular way trades) falls below the applicable VWAP Minimum Price Threshold, then the VWAP will be calculated only for the period beginning at the Market Open Purchase Commencement Time and ending at the earlier of (x) such time that the total aggregate volume of shares of common stock traded on the Exchange reaches the applicable Market Open Purchase Volume Maximum for such Market Open Purchase and (y) such time that the trading price of a share of common stock on the Exchange falls below the applicable VWAP Minimum Price Threshold (the earliest to occur of (1) the official close of regular trading on the Exchange, (2) the event described in clause (x) above and (3) the event described in clause (y) above, the “Market Open Purchase Ending Time”).

“VWAP” means, for any specified period, the volume weighted average price of our common stock on the Exchange for such specified period, as reported by Bloomberg Financial LP using the AQR function (excluding, as applicable, (i) the opening or first purchase transaction, (ii) the last sale transaction in the common stock during the primary trading session on the Exchange on such Purchase Date and (iii) if a Limit Order Continue Election is made, each transaction in the common stock in which the trading price of a share of common stock is below the applicable VWAP Minimum Price Threshold or below the applicable Intraday VWAP Minimum Price Threshold (as applicable)). “Market Open Purchase Valuation Period” means the period for each Market Open Purchase beginning at the Market Open Purchase Commencement Time and ending at the applicable Market Open Purchase Ending Time. The “Maximum Market Open Purchase Amount” means such number of shares of common stock equal to the lesser of (a) 2,000,000 shares and (b) the total aggregate number (or volume) of shares of common stock actually traded on the Exchange during the applicable Market Open Purchase Valuation Period, multiplied by the Market Open Purchase Percentage specified by us in the applicable Market Open Purchase Notice for such Market Open Purchase (excluding the first and last regular way trades and, if a Limit Order Continue Election is made, excluding each transaction in the common stock in which the trading price of a share of common stock is below the applicable VWAP Minimum Price Threshold).

The “VWAP Minimum Price Threshold” means the applicable minimum price threshold specified by us in the Market Open Purchase Notice for such Market Open Purchase or, if no such minimum price threshold is specified by us in the Market Open Purchase Notice, the minimum price threshold for such Market Open Purchase will be equal to 75% of the closing sale price of our common stock on the trading day immediately prior to the applicable Purchase Date. In no event will we issue any shares of our common stock at a net price below our then-current net asset value per share in violation of Section 23(b) of the Investment Company Act of 1940, as amended.

Intraday Purchases

If either (i) a Market Open Purchase is not effected on a trading day that qualifies as a Purchase Date or (ii) we have timely delivered a Market Open Purchase Notice for a Market Open Purchase on a Purchase Date and the Market Open Purchase Ending Time for such Market Open Purchase occurs prior to 2:00 p.m., Eastern time, on such Purchase Date, then, in either case, we will also have the right, but not the obligation, to direct Roth Principal Investments to purchase, on such trading day (which may but is not required to be the same Purchase Date as a Market Open Purchase), an amount of common stock up to the applicable maximum intraday purchase amount, determined in the same manner as a Maximum Market Open Purchase Amount is determined for a Market Open Purchase (the “Maximum Intraday Purchase Amount”), at the purchase price for an intraday purchase described below (each, an “Intraday Purchase”), by the delivery to Roth Principal Investments of an irrevocable written purchase notice, after 10:00 a.m., Eastern time (and after the Market Open Purchase Ending Time, if we have effected a Market Open Purchase on such Purchase Date, and after the Intraday Purchase Ending Time (determined in the same manner as the Market Open Purchase Ending Time) of the most recent prior Intraday Purchase effected on the same Purchase Date, as applicable), and prior to 2:00 p.m., Eastern time, on such Purchase Date (each, an “Intraday Purchase Notice”). As in the case of a Market Open Purchase, we will specify in each Intraday Purchase Notice (i) the percentage that will be used for calculating the Intraday Purchase Volume Maximum (determined in the same manner as the Market Open Purchase Volume Maximum) and the Maximum Intraday Purchase Amount applicable to such Intraday Purchase, which may not exceed 25% (the “Intraday Purchase Percentage”), and (ii) whether a Limit Order Discontinue Election or a Limit Order Continue Election (having the same effects as in a Market Open Purchase described above) will apply to the Intraday Purchase.

The per share purchase price for an Intraday Purchase for the shares of common stock to be sold to Roth Principal Investments in an Intraday Purchase, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including the same fixed percentage discount to the applicable VWAP for such purchase), provided that the VWAP used to determine the purchase price for each Intraday Purchase effected on a Purchase Date will be calculated over a separate valuation period during the regular trading session on the Exchange on such Purchase Date that does not overlap with the applicable valuation period for any other Intraday Purchase (or Market Open Purchase, as applicable) effected on such Purchase Date, each such valuation period commencing and ending at different times on such Purchase Date. All other pricing, settlement and other terms, conditions and limitations for an Intraday Purchase mirror those for a Market Open Purchase, modified as appropriate to take into account that each Intraday Purchase will be effected at different times and will be priced by reference to different, non-overlapping valuation periods on a Purchase Date.

Pre-Market Purchases and Post-Market Purchases

In addition to Market Open Purchases and Intraday Purchases described above, from and after the Commencement Date, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal Investments to purchase shares of our common stock in purchases priced by reference to trading outside of the regular trading session on the Exchange. A Pre-Market Purchase Notice must be received by Roth Principal Investments between 7:00 a.m. and 8:30 a.m., Eastern time, and the applicable Pre-Market Purchase Valuation Period ends at 9:10 a.m., Eastern time; a Post-Market Purchase Notice must be received by Roth Principal Investments between 4:05 p.m. and 5:00 p.m., Eastern time, and the applicable Post-Market Purchase Valuation Period ends at 6:00 p.m., Eastern time. The maximum size of any Pre-Market Purchase or Post-Market Purchase is the lesser of (i) 1,000,000 shares of common stock and (ii) the trading volume during the applicable Pre-Market Purchase Valuation Period or Post-Market Purchase Valuation Period multiplied by the percentage specified by us in the applicable purchase notice, which may not exceed 20%. The per share purchase price for a Pre-Market Purchase or a Post-Market Purchase will be equal to 95% of the VWAP of our common stock for the applicable valuation period, representing a fixed 5.0% discount to such VWAP. Trading volumes during extended-hours sessions are typically substantially lower, and prices more volatile, than during the regular trading session. See “Risk Factors — Risks Related to the Offering.” All other mechanics and terms of Pre-Market Purchases and Post-Market Purchases are similar to those of Market Open Purchases and Intraday Purchases.

The shares of common stock purchased by Roth Principal Investments in any Purchase under the Purchase Agreement will be delivered to Roth Principal Investments, and payment for such shares will be made by Roth Principal Investments, at the times and in the manner set forth in the Purchase Agreement.

Purchase Price

The per share purchase price that Roth Principal Investments will be required to pay for shares of common stock in a Purchase directed by us pursuant to the Purchase Agreement will be determined by reference to the VWAP calculated in accordance with the Purchase Agreement, less a fixed 3.0% discount (or, in the case of a Pre-Market Purchase or a Post-Market Purchase, a fixed 5.0% discount). There is no maximum price per share that Roth Principal Investments could be obligated to pay for the common stock we may elect to sell to it under the Purchase Agreement. In no event will we issue any shares of our common stock at a net price below our then-current net asset value per share in violation of Section 23(b) of the Investment Company Act of 1940, as amended.

Conditions to Commencement and Each Purchase

Roth Principal Investments’ obligation to purchase shares of our common stock under the Purchase Agreement is subject to (i) the initial satisfaction, at the Commencement, and (ii) the satisfaction on the applicable purchase date of the conditions precedent thereto set forth in the Purchase Agreement, all of which are entirely outside of Roth Principal Investments’ control. These conditions include the following:

Termination of the Purchase Agreement

Unless earlier terminated, the Purchase Agreement will terminate automatically on the earliest to occur of:

We have the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon ten (10) trading days’ prior written notice to Roth Principal Investments, subject to the Company’s obligation, if any, to pay or satisfy the Commitment Fee and expense reimbursements as required under the Purchase Agreement. We and Roth Principal Investments may also terminate the Purchase Agreement at any time by mutual written consent.

Roth Principal Investments also has the right to terminate the Purchase Agreement upon ten (10) trading days’ prior written notice to us, but only upon the occurrence of certain events, including:

No termination of the Purchase Agreement by us or by Roth Principal Investments will become effective prior to the fifth trading day immediately following the date on which any pending purchase has been fully settled in accordance with the terms and conditions of the Purchase Agreement. Furthermore, no termination of the Purchase Agreement will affect the Registration Rights Agreement, which will survive any termination of the Purchase Agreement.

No Short-Selling or Hedging by Roth Principal Investments

Roth Principal Investments has agreed that none of Roth Principal Investments, any of its officers or any entity managed or controlled by Roth Principal Investments will engage in or effect, directly or indirectly, for its own account or for the account of any other of such persons or entities, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the common stock or (ii) hedging transaction, which establishes a net short position with respect to our common stock, during the term of the Purchase Agreement.

Prohibition on Certain Variable Rate Transactions

Prior to termination of the Purchase Agreement, subject to certain specified exceptions, we will be prohibited from effecting or entering into certain transactions in which equity securities are sold at prices that vary based on the trading price of our common stock or entering into an “equity line of credit” or other substantially similar continuous offering with a third party, in which we may offer, issue or sell common stock or any securities exercisable, exchangeable or convertible into common stock at a future determined price. We may conduct an “at-the-market offering” of our common stock during the term of the Purchase Agreement only if RCP is included as a sales agent or placement agent in any such at-the-market offering, with economics (including agent fees or commissions) allocated to RCP equivalent to its pro rata share based on the number of participating agents.

Effect of Sales of our Common Stock under the Purchase Agreement

All shares of common stock that may be issued or sold by us to Roth Principal Investments under the Purchase Agreement that are being registered under the Securities Act for resale by Roth Principal Investments in this offering are expected to be freely tradable. The shares of common stock being registered for resale in this offering may be issued and sold by us to Roth Principal Investments from time to time at our discretion over a period of up to 36 months after the Commencement Date. The resale by Roth Principal Investments of a significant amount of shares, or the perception that these sales may occur, could cause the market price of shares of our common stock to decline and to be highly volatile. Sales of our common stock, if any, to Roth Principal Investments under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Roth Principal Investments all, some or none of the shares of our common stock that may be available for us to sell to Roth Principal Investments pursuant to the Purchase Agreement.

If and when we do elect to sell shares of our common stock to Roth Principal Investments pursuant to the Purchase Agreement, after Roth Principal Investments has acquired such shares, Roth Principal Investments may resell all, some or none of the shares of common stock that it acquires from us at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from Roth Principal Investments in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and experience different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Roth Principal Investments in this offering as a result of future sales made by Roth Principal Investments at prices lower than the prices such investors paid for their shares. In addition, if we sell a substantial number of shares of our common stock to Roth Principal Investments under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Roth Principal Investments may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

Because the purchase price per share to be paid by Roth Principal Investments for the shares of common stock that we may elect to sell to Roth Principal Investments under the Purchase Agreement will fluctuate based on the market prices of our common stock, it is not possible for us to predict the number of shares of common stock that we will sell to Roth Principal Investments, the actual purchase price per share to be paid by Roth Principal Investments for those shares, or the actual gross proceeds to be raised by us from those sales, if any. As of July 31, 2026, there were 43,160,796 shares of our common stock outstanding, of which 33,070,478 shares were held by non-affiliates. If all of the 25,000,000 shares offered for resale by Roth Principal Investments under this Prospectus were issued and outstanding as of July 31, 2026, such shares would represent approximately 36.68% of the total number of shares of our common stock outstanding and approximately 43.05% of the total number of outstanding shares held by non-affiliates.

The Purchase Agreement provides that we may, in our discretion, from time to time after the date of this Prospectus and during the term of the Purchase Agreement, direct Roth Principal Investments to purchase shares of our common stock under the Purchase Agreement. Assuming all of the 25,000,000 shares offered for resale by Roth Principal Investments under this Prospectus were sold by us to Roth Principal Investments for a per share price of $11.63, less a 3.0% discount (the same fixed percentage discount that will be used to calculate the applicable per share purchase price for shares of common stock that we may elect to sell to Roth Principal Investments in Market Open Purchases and Intraday Purchases under the Purchase Agreement), we would receive aggregate gross proceeds of approximately $282,027,500.00. However, the market prices of our common stock will fluctuate from time to time after the date of this Prospectus and, as a result, the actual purchase prices to be paid by Roth Principal Investments for shares of our common stock under the Purchase Agreement will fluctuate based on the market prices of our common stock. Moreover, in no event will we sell shares to Roth Principal Investments having an aggregate offering price of greater than $250,000,000.

If it becomes necessary for us to issue and sell to Roth Principal Investments under the Purchase Agreement more shares of our common stock than are being registered for resale under this Prospectus in order to receive aggregate gross proceeds equal to $250,000,000 from sales of our common stock to Roth Principal Investments under the Purchase Agreement, we must first file with the SEC and have declared effective one or more additional registration statements to register under the Securities Act the resale by Roth Principal Investments of any such additional shares of our common stock. In addition, if it becomes necessary for us to issue and sell to Roth Principal Investments under the Purchase Agreement an aggregate number of shares that would exceed the Exchange Cap share issuance limit of 8,627,843 shares (excluding any issuances and sales of common stock pursuant to the Purchase Agreement at an average price equal to or in excess of the Base Price calculated in accordance with applicable Exchange listing rules), then before we could issue any shares of common stock in excess of the Exchange Cap share issuance limit under the Purchase Agreement, we would also need to obtain the requisite stockholder approval to issue any such shares of common stock in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Exchange listing rules.

The number of shares of common stock ultimately offered for resale by Roth Principal Investments through this Prospectus is dependent upon the number of shares of common stock, if any, we ultimately sell to Roth Principal Investments under the Purchase Agreement. The issuance of our common stock to Roth Principal Investments pursuant to the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted. Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any such issuance.

SELLING STOCKHOLDER

This Prospectus relates to the offer and sale by Roth Principal Investments, LLC (“Roth Principal Investments”) of up to 25,000,000 shares of our common stock that have been and may be issued by us to Roth Principal Investments under the Purchase Agreement. For additional information regarding the shares of our common stock included in this Prospectus, see the section titled “Committed Equity Facility” above. We are registering the shares of our common stock included in this Prospectus pursuant to the provisions of the Registration Rights Agreement we entered into with Roth Principal Investments on August 7, 2026 in order to permit the Selling Stockholder to offer the shares included in this Prospectus for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement and as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this Prospectus, Roth Principal Investments has not had any material relationship with us or any of our predecessors or affiliates within the past three years. As used in this Prospectus, the term “Selling Stockholder” means Roth Principal Investments, LLC.

The table below presents information regarding the Selling Stockholder and the shares of our common stock that may be resold by the Selling Stockholder from time to time under this Prospectus. This table is prepared based on information supplied to us by the Selling Stockholder and reflects holdings as of July 31, 2026. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of our common stock being offered for resale by the Selling Stockholder under this Prospectus. The Selling Stockholder may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the Selling Stockholder will hold the shares before selling them and, except as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this Prospectus, we are not aware of any existing arrangements between the Selling Stockholder and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock being offered for resale by this Prospectus.

Beneficial ownership is determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act and includes shares of our common stock with respect to which the Selling Stockholder has sole or shared voting and investment power. The percentage of shares of our common stock beneficially owned by the Selling Stockholder prior to the offering shown in the table below is based on an aggregate of 43,160,796 shares of our common stock outstanding on July 31, 2026. Because the purchase price to be paid by the Selling Stockholder for shares of our common stock, if any, that we may elect to sell to the Selling Stockholder in one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and one or more Post-Market Purchases from time to time under the Purchase Agreement will be determined on the applicable purchase dates therefor, the actual number of shares of our common stock that we may sell to the Selling Stockholder under the Purchase Agreement may be fewer than the number of shares being offered for resale under this Prospectus. The columns titled “Shares of Common Stock Beneficially Owned After Offering” assume the resale by the Selling Stockholder of all of the shares of our common stock being offered for resale pursuant to this Prospectus.

PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)

The shares of our common stock offered by this Prospectus are being offered by the Selling Stockholder, Roth Principal Investments, LLC. The shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of our common stock offered by this Prospectus could be effected in one or more of the following methods:

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

Roth Principal Investments is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Roth Principal Investments has informed us that it presently anticipates using, but is not required to use, Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and FINRA member and an affiliate of Roth Principal Investments, as a broker to effectuate resales, if any, of our common stock that it may acquire from us pursuant to the Purchase Agreement, and that it may also engage one or more other registered broker-dealers to effectuate resales, if any, of such common stock that it may acquire from us, although, as of the date of this Prospectus, it does not anticipate engaging any such other registered broker-dealers. Such resales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer, including RCP, will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Roth Principal Investments has informed us that RCP, and any other broker-dealer it may engage to effectuate resales of our common stock on its behalf (as the case may be), may receive commissions from Roth Principal Investments for executing such resales for Roth Principal Investments and, if so, such commissions will not exceed customary brokerage commissions.

Roth Principal Investments is an affiliate of RCP, a registered broker-dealer and FINRA member, which will act as an executing broker that will effectuate resales of our common stock that may be acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering. Because Roth Principal Investments will receive all the net proceeds from such resales of our common stock made to the public through RCP, RCP is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121. In accordance with FINRA Rule 5121, RCP is not permitted to sell shares of our common stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.

Except as set forth above, we know of no existing arrangements between the Selling Stockholder and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock offered by this Prospectus.

Brokers, dealers, underwriters or agents participating in the distribution of the shares of our common stock offered by this Prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the Selling Stockholder through this Prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our common stock sold by the Selling Stockholder may be less than or in excess of customary commissions. Neither we nor the Selling Stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our common stock sold by the Selling Stockholder.

We may from time to time file with the SEC one or more supplements to this Prospectus or amendments to the registration statement of which this Prospectus forms a part to amend, supplement or update information contained in this Prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this Prospectus by the selling stockholder, including with respect to any compensation paid or payable by the Selling Stockholder to any brokers, dealers, underwriters or agents that participate in the distribution of such shares by the selling stockholder, and any other related information required to be disclosed under the Securities Act.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock by the Selling Stockholder covered by this Prospectus. We estimate that the total expenses for the offering will be approximately $[●].

As consideration for its irrevocable commitment to purchase our common stock at our direction under the Purchase Agreement, we agreed to pay to Roth Principal Investments a cash commitment fee in the amount of $2,500,000, which is equal to 1.0% of Roth Principal Investments' $250,000,000 total dollar amount purchase commitment under the Purchase Agreement. Roth Principal Investments is entitled to receive only such portion (if any) of the cash commitment fee it had withheld from any purchases effected by us before the expiration or earlier termination of the Purchase Agreement, and Roth Principal Investments is not entitled to receive any further cash payments from us in respect of the cash commitment fee. However, if we terminate the Purchase Agreement within 90 days following the effective date of the registration statement that includes this Prospectus, we are responsible for paying up to the balance of any portion of the cash commitment fee that has not been so withheld by Roth Principal Investments from purchases effected under the Purchase Agreement. In accordance with FINRA Rule 5110, the $2,500,000 cash commitment fee is deemed to be underwriting compensation in connection with sales of our common stock by Roth Principal Investments to the public.

In addition, we have agreed to reimburse Roth Principal Investments the Initial Legal Fee Reimbursement Amount of $75,000 upon our execution of the Purchase Agreement and Registration Rights Agreement and the Additional Investor Legal Fee Reimbursement Amount of up to $7,500 per fiscal quarter, in each case in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement. In accordance with FINRA Rule 5110, these reimbursed fees and expenses are deemed to be underwriting compensation in connection with sales of our common stock by Roth Principal Investments to the public. Moreover, in accordance with FINRA Rule 5110, the 3.0% fixed discount to current market prices of our common stock reflected in the purchase prices payable by Roth Principal Investments for our common stock that we may require it to purchase from us from time to time in one or more Market Open Purchases and/or one or more Intraday Purchases under the Purchase Agreement, and the 5.0% fixed discount to current market prices of our common stock reflected in the purchase prices payable by Roth Principal Investments for our common stock that we may require it to purchase from us from time to time in one or more Pre-Market Purchases and/or one or more Post-Market Purchases under the Purchase Agreement, in each case are deemed to be underwriting compensation in connection with sales of our common stock by Roth Principal Investments to the public.

We also have agreed to indemnify Roth Principal Investments and certain other persons against certain liabilities in connection with the offering of shares of our common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Roth Principal Investments has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Roth Principal Investments specifically for use in this Prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Roth Principal Investments has represented to us that at no time prior to the date of the Purchase Agreement has Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments, engaged in or effected, in any manner whatsoever, directly or indirectly, for Roth Principal Investments’ own principal account or for the principal account of any such entity managed or controlled by Roth Principal Investments, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock that remained in effect as of the date of the Purchase Agreement. Roth Principal Investments has agreed that during the term of the Purchase Agreement, none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments, will enter into or effect, directly or indirectly, any of the foregoing transactions either for Roth Principal Investments’ own principal account or for the principal account of any such entity managed or controlled by Roth Principal Investments.

We have advised the Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this Prospectus.

This offering will terminate on the date that all shares of our common stock offered by this Prospectus have been sold by the Selling Stockholder.

Our common stock is currently listed on The Nasdaq Global Market under the symbol “PWRL.”

RCP, an affiliate of Roth Principal Investments, has provided, currently provides and/or from time to time in the future may provide various investment banking and other financial services for us and/or one or more of our affiliates that are unrelated to the transactions contemplated by the Purchase Agreement and Registration Rights Agreement and the offering of shares for resale by Roth Principal Investments to which this Prospectus relates, for which investment banking and other financial services RCP has received and may continue to receive customary fees, commissions and other compensation from us, aside from any discounts, fees and other compensation that Roth Principal Investments and RCP have received and may receive in connection with the transactions contemplated by the Purchase Agreement, including (i) the $2,500,000 cash commitment fee we have agreed to pay or cause to be paid to Roth Principal Investments, in each case as consideration for its irrevocable commitment to purchase shares of our common stock from us at our direction under the Purchase Agreement, (ii) the 3.0% fixed discount to current market prices of our common stock reflected in the purchase prices payable by Roth Principal Investments for our common stock that we may require it to purchase from us from time to time in one or more Market Open Purchases and/or one or more Intraday Purchases under the Purchase Agreement, (iii) the 5.0% fixed discount to current market prices of our common stock reflected in the purchase prices payable by Roth Principal Investments for our common stock that we may require it to purchase from us from time to time in one or more Pre-Market Purchases and/or one or more Post-Market Purchases under the Purchase Agreement, (iv) our reimbursement of Roth Principal Investments’ legal fees up to $165,000 in the aggregate ($75,000 upon execution of the Purchase Agreement and $7,500 per fiscal quarter for the maximum three-year term of the Purchase Agreement) in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, and (v) any customary brokerage commissions that may be received by RCP from Roth Principal Investments for executing resales of our common stock purchased or acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering. In addition, we may conduct an “at-the-market offering” of our common stock during the term of the Purchase Agreement only if RCP is included as a sales agent or placement agent in any such at-the-market offering, with economics (including agent fees or commissions) allocated to RCP equivalent to its pro rata share based on the number of participating agents. See “Committed Equity Facility — Prohibition on Certain Variable Rate Transactions.”

The total underwriting compensation to be received by all participating FINRA members, in the aggregate, in connection with this offering, as determined under FINRA Rule 5110, will not exceed 8.0% of the maximum aggregate offering price of all shares of our common stock that may be resold by Roth Principal Investments to the public through this Prospectus. Accordingly, the total amount of any specific item of underwriting compensation described herein that may be received by any participating FINRA member in connection with this offering shall, in each case, be subject to the limitation on the total underwriting compensation to be received by all participating FINRA members, in the aggregate, in connection with this offering, as determined under FINRA Rule 5110, described in the immediately preceding sentence.

THE FUND AND OUR CURRENT PORTFOLIO

We are a recently-formed, externally managed, non-diversified, closed-end management investment company registered under the 1940 Act. We were organized as PowerLaw10, LLC, a Delaware limited liability company, on September 9, 2024. Effective September 5, 2025, we converted from a Delaware limited liability company to a Maryland corporation under the name Powerlaw Corp. Our common stock is traded on The Nasdaq Global Market under the symbol “PWRL.” On December 23, 2025, after obtaining the approval of stockholders, the Board approved and executed the Reverse Stock Split whereby every twelve shares of common stock was converted into one share of common stock. Our Board has authorized a share repurchase program under which we may repurchase up to 4,324,293 shares of our common stock, which represents 10% of our outstanding shares as of July 20, 2026, at such times our shares are trading on the Nasdaq Global Market at a discount of 5% or more to our most recent publicly reported net asset value per share. Unless amended or extended by the Board, we expect the share repurchase program to be in place until the earlier of July 20, 2027, or until 4,324,293 shares have been repurchased. As of July 31, 2026, there were 43,160,796 shares of our common stock outstanding.

Our principal office is located at 631 Folsom Street Ste A & B, San Francisco, California, 94107-3850, and our telephone number is (707) 653-6892.

As of June 30, 2026, our investment portfolio, excluding cash and short term investments, consists of approximately $358.1 million (at cost) in 19 Portfolio Companies of which 16 are material, and 85.25% of our investments provide direct and indirect exposure to private issuers engaged in the broader technology industry. With respect to the investment structures as of June 30, 2026, 20.1% of dollars invested are direct purchases of common or preferred shares (held directly by the Fund or through a Subsidiary), 79.8% are in SPVs (held directly by the Fund or through a Subsidiary), and less than 0.1% are in forward contracts that involve the future delivery of shares of a Portfolio Company upon such securities becoming freely transferable or upon the removal of restrictions on transfer. Approximately 56.8% of our portfolio was acquired through secondary purchases. As of June 30, 2026, our NAV was $700.9 million and our NAV per share was $16.21.

On a monthly basis the Fund will publish on its website its NAV per share, within 15 business days of the end of the month, except for its NAV per share for the last month of the Fund's fiscal year, which will be published on its website within 60 days of the end of the month. Additionally, on a quarterly basis, the Fund will provide updated information regarding its current portfolio, including information regarding the Fund’s underlying Portfolio Company holdings on an aggregate basis as a percentage of the Fund’s net assets and information regarding the number of shares and type of shares of each underlying Portfolio Company indirectly held by the Fund on an aggregate basis. Such information will be available within 60 days of the end of each fiscal quarter on the Fund’s website at www.pwrl.com.

The following table sets forth certain information as of June 30, 2026 for each of the Fund’s portfolio companies.

Set forth below is a brief description of each of our Portfolio Companies or the underlying companies to which we have exposure, in situations where investments are made through SPVs. For more information regarding the risks of the Fund’s investments, refer to “Risk Factors - Risks Related to Our Investments.”

Canva, Inc.

Canva, Inc. (“Canva”) is a visual communication platform that enables anyone to design high-quality graphics, presentations, and documents through a drag-and-drop interface powered by a vast template library and generative AI tools. After 13 years in operation and eight consecutive years of profitability, the company serves over 260 million monthly active users across 190 countries, including 95% of Fortune 500 companies such as Amazon, Salesforce, and FedEx. The platform has facilitated over 40 billion designs and has 29 million paying subscribers. With strong viral growth, a capital-efficient model, and expansion into the enterprise and developer ecosystems, the Company is positioned as a category-defining company with both consumer-scale reach and SaaS-like monetization.

Colossal Biosciences Inc.

Colossal Biosciences Inc. (“Colossal”) is a biotechnology company pioneering the field of de-extinction and species restoration, with the goal of advancing genetic engineering to both revive extinct species and preserve biodiversity. Founded by serial entrepreneurs and scientists, Colossal leverages breakthroughs in CRISPR gene-editing, synthetic biology, and reproductive technologies to address critical ecological and climate challenges. The company’s platform has broad applications across genomics, conservation, and human health, positioning Colossal at the forefront of the emerging intersection between biotech innovation and environmental sustainability.

Databricks, Inc.

Databricks, Inc. (“Databricks”) is a unified data and AI platform that enables enterprises to manage, analyze, and build on massive datasets using its open-sourced Lakehouse architecture, which merges data lake flexibility with data warehouse structure and performance. The platform serves over 20,000 customers globally, including more than 60% of Fortune 500 companies, for everything from ETL and BI to advanced machine learning and generative AI applications. With a central role in the enterprise AI stack, Databricks is positioned as a foundational layer for the next era of data-driven innovation.

Deel, Inc.

Deel, Inc. (“Deel”) is a global payroll and compliance platform that enables companies to hire, onboard, and pay employees and contractors in more than 150 countries. The company serves over 35,000 businesses and 1.25 million workers globally, providing infrastructure for international employment, including localized contracts, tax compliance, benefits administration, and global payroll management. Its platform integrates with major HR and finance systems and helps organizations manage distributed teams while complying with local labor and regulatory requirements. Deel serves businesses of all sizes, from startups to large enterprises, and continues to expand its product suite to support global workforce operations.

Figma, Inc.

Figma, Inc. (“Figma”) is a collaborative design platform that enables teams to build user interfaces, prototypes, and design systems entirely in the browser with real-time multiplayer editing. Its seamless collaboration features have made it the go-to tool for designers and product teams at companies like Microsoft, Airbnb, and Uber. With viral bottoms-up adoption, rapid expansion into developer workflows, and strong network effects, Figma is redefining how digital products are designed and built-and sits at the center of the modern product development stack.

Kalshi, Inc.

Kalshi, Inc. (“Kalshi”) operates a regulated event-contracts exchange in the United States, allowing participants to trade on the outcomes of future events across categories such as economics, finance, and public policy. Kalshi is designated as a contract market regulated by the U.S. Commodity Futures Trading Commission (CFTC) and seeks to provide a transparent, centralized marketplace for event-based derivatives. The platform processes over $1 billion in weekly trading volume.

Mercor.io Corporation

Mercor.io Corporation (“Mercor”) is an artificial intelligence company that operates a marketplace connecting specialized experts with frontier AI labs. Founded in 2022, Mercor focuses on providing human expertise for AI model training through reinforcement learning from human feedback. The platform uses AI technology to vet and match 30,000 professionals – including doctors, scientists, engineers, lawyers, and other domain experts – with leading AI companies like OpenAI, Google, Amazon, Anthropic, and Nvidia. Mercor leverages AI-driven vetting and matching algorithms to streamline the process of sourcing expert knowledge for AI development, enabling AI labs to access specialized human judgment at scale.

OpenAI Group, PBC

OpenAI Group, PBC (“OpenAI”) is a U.S.-based artificial intelligence research and deployment organization focused on advancing artificial intelligence with the goal of developing “safe and beneficial” artificial general intelligence. The company develops and commercializes large-scale AI models, including its GPT series of language models, which powers ChatGPT with over 800 million weekly users. OpenAI’s tools are used by more than 1 million businesses across industries such as software development, customer service, education, and creative tools. The company continues to invest heavily in compute infrastructure and foundational model research to support future AGI-aligned systems.

Payward, Inc. (d/b/a Kraken)

Kraken is a leading global cryptocurrency exchange and financial technology company providing secure access to digital assets and blockchain-based financial services. Founded in 2011, Kraken offers trading and custody solutions for retail, institutional, and government clients, with a focus on regulatory compliance, transparency, and security. The company operates one of the longest-running and most trusted digital asset platforms in the world, supporting over 200 cryptocurrencies and multiple fiat currencies, while also expanding into futures, derivatives, and on-chain infrastructure services to power the next generation of decentralized finance.

People Center Inc. (d/b/a Rippling)

Rippling is a leading workforce management and HR technology platform that unifies a company’s people, payroll, IT, and finance operations into a single system. Founded in 2016, the company enables organizations to automate employee onboarding, payroll, benefits, device management, and expense processing through an integrated data model that eliminates manual workflows and system fragmentation. By combining HR and IT infrastructure in one cloud platform, Rippling allows businesses to manage global workforces efficiently, maintain compliance, and scale operations seamlessly across employees, contractors, and locations worldwide.

Perplexity AI, Inc.

Perplexity AI, Inc. (“Perplexity”) is an artificial intelligence company developing an advanced conversational search and answer engine that combines large language models with real-time web search to provide answers with source citations, allowing users to verify the underlying information. Founded in 2022 by former researchers and engineers from OpenAI, DeepMind, and Meta, Perplexity aims to redefine how users interact with knowledge by providing trusted, explainable AI responses instead of traditional search results. The platform serves over 30 million active users, processes over 300 million queries weekly, and is actively expanding its suite of AI-native productivity tools for both consumers and enterprises.

Prometheus Industries, Inc.

Prometheus Industries, Inc. (“Prometheus”) is an artificial intelligence company focused on applying advanced AI to the design and manufacturing of complex physical products across the industrial economy. Co-founded by Jeff Bezos and Vik Bajaj, formerly of Google X and Alphabet’s Verily, and operating out of San Francisco, London, and Zurich, Prometheus is building what it describes as an “artificial general engineer”: a set of AI tools designed to dramatically compress the time required to design, simulate, and manufacture complex physical systems. The company’s technology targets pre-production optimization, including prototyping and tuning equipment and workflows, with initial focus areas spanning computing, aerospace, and automotive manufacturing. The underlying thesis is that AI-accelerated engineering represents a fundamental driver of civilizational productivity – compressing decade-long development cycles, such as jet engine design, by an order of magnitude or more.

Saronic Technologies, Inc.

Saronic Technologies, Inc. (“Saronic”) is a defense technology company focused on developing autonomous surface vessels (ASVs) to support maritime security, intelligence, and defense operations. Founded by former U.S. Navy officers and engineers, the company is building a vertically integrated platform that combines advanced autonomy software, modular hardware design, and mission-specific payloads to deliver scalable, cost-effective unmanned maritime systems. Saronic’s vessels are designed to operate in contested and high-risk environments, enabling persistent surveillance, reconnaissance, and logistics support without exposing human operators to danger. With increasing global demand for distributed maritime capabilities and asymmetric defense solutions, Saronic is positioned as a key player in the modernization of naval and coastal operations.

Shield AI Holdings, Inc.

Shield AI Holdings, Inc. (“Shield AI”) is a defense technology company developing AI-powered autonomous systems for military aviation and related domains. Founded in 2015 and headquartered in San Diego, California, the company was built around the thesis that AI pilots will power every category of military asset, and that a software-first approach could enable a new generation of defense technology capability. Shield AI’s core product is Hivemind, a full autonomy stack that enables uncrewed aircraft to fly complex missions without GPS or communications in contested and degraded environments. The company works with eight of the top 25 defense primes, including General Atomics, Northrop Grumman, RTX, L3Harris, Kratos, and Airbus. Shield AI’s V-BAT vertical takeoff and landing drone has been operationally deployed in Ukraine, where it has executed missions in GPS-denied and heavily jammed environments.

Space Exploration Technologies Corp.

Space Exploration Technologies Corp. (“SpaceX”) is a space launch, exploration, and services business founded by serial entrepreneur Elon Musk. Today, the company operates Falcon 9, a two-stage reusable rocket with over 400 successful launches since 2010, and Starlink, a satellite-internet service that began in 2020. In addition to its ongoing expansion of Starlink, SpaceX has also developed Starship, a fully reusable rocket designed for rapid refueling and orbital-class missions. Starship has completed 11 test flights as of 2025 and, if successful, could dramatically expand global launch capacity. SpaceX announced on February 2, 2026 that SpaceX has acquired X.AI Corp. (“xAI”). xAI, now operating as a wholly-owned subsidiary of SpaceX, is an artificial intelligence company founded by Elon Musk with the mission to build AI systems that advance human understanding of the universe. The company develops large-scale foundation models designed for reasoning, truthfulness, and transparency, and integrates its technology with Musk’s broader ecosystem. xAI’s flagship model, Grok, powers conversational and search experiences across these platforms, positioning the company at the forefront of efforts to create safe, interpretable, and broadly accessible artificial intelligence. SpaceX completed its initial public offering in June 2026, listing on the Nasdaq Global Select Market under the ticker symbol “SPCX” and becoming the largest IPO in history.

Stripe, Inc.

Stripe, Inc. (“Stripe”) is a global technology company that provides payment processing infrastructure and related software tools for internet businesses. Its platform enables companies of all sizes to accept and manage online payments, prevent fraud, handle billing and subscriptions, and integrate financial services into their products. Stripe serves millions of businesses worldwide across a broad range of industries.

Tether Holdings, S.A. de C.V.

Tether Holdings, S.A. de C.V. (“Tether”) is a financial technology company and issuer of stablecoins, including USD₮ (USDT), a digital asset designed to maintain a stable value relative to the U.S. dollar. USDT is one of the most widely used stablecoins globally, facilitating liquidity, trading, and settlement across cryptocurrency markets and increasingly in cross-border payments and financial infrastructure. Tether’s tokens are issued on multiple blockchain networks and are backed by a portfolio of reserves that include cash, cash equivalents, and other assets. With deep integration across centralized exchanges, decentralized finance (DeFi) platforms, and emerging payment use cases, Tether plays a critical role in the digital asset ecosystem and the broader evolution of blockchain-based financial services.

VAST Data Ltd.

VAST Data Ltd. (“VAST Data”) is a data infrastructure company providing a unified storage platform designed to support the scale and performance requirements of modern artificial intelligence and data-intensive workloads. Its architecture disaggregates compute and storage while leveraging high-performance flash memory and a global namespace to deliver a single, consolidated data layer for structured and unstructured data. The platform enables enterprises to eliminate data silos, reduce complexity, and accelerate AI model training, analytics, and real-time applications. VAST Data serves a growing base of large enterprise and hyperscale customers across industries such as financial services, healthcare, and research. As organizations increasingly adopt AI-first strategies, VAST Data is positioned as a foundational layer in next-generation data infrastructure.

Waymo LLC

Waymo LLC (“Waymo”) is an autonomous driving technology company developing fully self-driving systems powered by advanced AI, sensor fusion, and real-world testing across millions of miles. Waymo has launched commercial robotaxi services in multiple U.S. cities. With unmatched technical depth, a massive proprietary dataset, and strategic backing from Alphabet, Waymo is a category leader poised to transform personal mobility.

USE OF PROCEEDS

This Prospectus relates to shares of our common stock that may be offered and sold from time to time by Roth Principal Investments. All of the common stock offered by Roth Principal Investments pursuant to this Prospectus will be sold by Roth Principal Investments for its own account. We will not receive any of the proceeds from these sales.

We may receive up to $250,000,000 aggregate gross proceeds under the Purchase Agreement from any sales we make to Roth Principal Investments pursuant to the Purchase Agreement. The net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which we sell shares of common stock to Roth Principal Investments after the date of this Prospectus. See “Plan of Distribution (Conflict of Interest)”. We intend to use the net proceeds from the sale of our common stock to Roth Principal Investments pursuant to the Purchase Agreement to acquire investments in accordance with our investment objective and strategies described in this Prospectus and for general working capital purposes. We cannot estimate the approximate amount intended to be used for each of these purposes. Such amounts will depend on our cashflow needs following any sale, market conditions, and other factors. We currently anticipate that it will take approximately three to six months after completion of any sale pursuant to the Purchase Agreement to invest substantially all of the net proceeds in our targeted investments or otherwise utilize such proceeds, although such period may vary and depends on the size of the applicable sale and the availability of appropriate investment opportunities consistent with our investment objective and market conditions. We cannot assure you we will achieve our targeted investment pace, which may negatively impact our returns. Until appropriate investments or other uses can be found, we may invest in temporary investments, such as cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less, which we expect will have returns substantially lower than the returns that we anticipate earning from investments in pursuit of our investment objective. Investors should expect, therefore, that before we have fully invested the proceeds of any sales pursuant to the Purchase Agreement in accordance with our investment objectives and strategies, assets invested in these instruments would earn interest income at a modest rate, which may not exceed our expenses during this period. To the extent that we declare a distribution at a time when proceeds from sales pursuant to the Purchase Agreement or other available funds have not been fully invested in accordance with our investment objective and strategies, a portion of such distribution may be funded from those proceeds, which would reduce the amount of capital available for investment and may constitute a return of capital.

We will not use the proceeds of sales of our common stock to Roth Principal Investments under the Purchase Agreement to fund repurchases of our common stock under our share repurchase program. Any repurchases under the share repurchase program, if made, would be funded from the Fund’s assets generally. Because we may not sell shares of our common stock to Roth Principal Investments under the Purchase Agreement at a net price below our then-current NAV per share in violation of Section 23(b) of the 1940 Act, and because repurchases under our share repurchase program may be made only at such times as our shares trade on the Exchange at a discount of 5% or more to our most recently publicly reported NAV per share, sales under the Purchase Agreement and repurchases under the share repurchase program cannot occur at the same market price levels, and we do not expect to sell shares to Roth Principal Investments and repurchase shares under the share repurchase program during the same periods. We will not conduct repurchases under our share repurchase program during any Regulation M restricted period applicable to sales of shares of our common stock to Roth Principal Investments under the Purchase Agreement. See “Committed Equity Facility” and “Plan of Distribution (Conflict of Interest).”

DISTRIBUTIONS

The timing and amount of our distributions, if any, will be determined by our Board. Any distributions to our stockholders will be declared out of assets legally available for distribution. We intend to focus on making investments that provide the opportunity for capital gains. As a consequence, we do not anticipate that we will pay distributions on a quarterly or other basis or become a predictable distributor of distributions, and we expect that our distributions, if any, will be much less consistent than the distributions of registered investment companies that primarily make debt investments. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year.

To qualify as a RIC, we must timely distribute (or be treated as distributing) in each taxable year an amount equal to at least the sum of (i) 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses, as well as other taxable income, excluding any net capital gains reduced by deductible expenses) and (ii) 90% of our net tax-exempt income for that taxable year. As a RIC, we generally will not be subject to U.S. federal income tax on our investment company taxable income and net capital gains that we timely distribute to stockholders. In addition, to avoid the imposition of a nondeductible 4% U.S. federal excise tax, we must distribute (or be treated as distributing) in each calendar year an amount at least equal to the sum of:

We may incur in the future such excise tax on a portion of our income and gains. While we intend to distribute income and capital gains to minimize exposure to the 4% U.S. federal excise tax, we may not be able to, or may not choose to, distribute amounts sufficient to avoid the imposition of the tax entirely. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

THE FUND’S INVESTMENTS

Portfolio Construction

The Fund is designed to provide access to what the Adviser believes are the highest quality and highest-potential privately held technology companies. To optimize for our long-term capital appreciation objective, we intend to construct our portfolio to achieve maximum allowable concentration consistent with the diversification requirements applicable to regulated investment companies (“RICs”) for U.S. federal income tax purposes. The Fund generally will seek to limit its investments in each Portfolio Company to no more than 20% of its net assets, measured at the time of purchase. While the Fund targets an initial investment of no more than 20% of its net assets in each Portfolio Company in which it invests, the value of the Fund’s investments will fluctuate so that any one investment may represent more or less than 20% of the Fund’s net assets at any given point in time.

These allocations are based on our assessments of our Portfolio Companies and the availability of exposure to them. We cannot guarantee that we will be able to maintain such allocations.

Once we have established an initial position in a Portfolio Company, we may choose to increase our stake through subsequent purchases. Maintaining a concentrated portfolio is a key to our success, and as a result we constantly evaluate the composition of our investments and our pipeline to ensure we are exposed to the strongest companies within our target segments.

The Adviser’s primary strategy is to invest in the equity securities of Portfolio Companies and to hold such securities until a liquidity event with respect to such Portfolio Company occurs, such as an IPO or a merger or acquisition transaction. Notwithstanding the foregoing, if the Adviser believes it to be in the best interest of the Fund, the Fund may (i) continue to hold securities of a Portfolio Company following a liquidity event until such time that the Adviser determines to sell the securities, or (ii) sell such securities prior to the occurrence of a liquidity event. The late-stage Portfolio Companies in which the Fund invests are generally expected to have a liquidity event within one to six years of such securities purchase by the Fund, and the Adviser takes the expected timing of any such event into consideration when it is making investment decisions on behalf of the Fund. The timing of liquidity events, however, is difficult if not impossible, to predict with accuracy.

The Fund expects that most of its investments will be made in U.S. domestic Portfolio Companies (i.e., companies organized in the United States), but it is not prohibited from investing in Portfolio Companies organized in foreign jurisdictions, including those organized in emerging market countries. The Fund defines emerging market countries to mean countries included in the MSCI Emerging Markets Index.

The Fund primarily invests in securities of issuers involved primarily in technology, software, artificial intelligence, aerospace and defense, digital media, internet services, financial technology, semiconductor manufacturing, communications equipment, information technology, and related industries. The Fund’s policy of concentrating in the groups of industries in the technology sector increases its exposure to the economic, regulatory, and competitive risks associated with this sector.

The Adviser expects that the Fund’s holdings of equity securities may require several years to appreciate in value, and there can be no assurance that such appreciation will occur. Due to the illiquid nature of most of the Fund’s investments and transfer restrictions that equity securities are typically subject to, the Fund may not be able to sell these securities at times when the Fund deems it necessary to do so, or at all. The equity securities in which the Fund invests will often be subject to drag-along rights, which permit a majority stockholder in the company to force minority stockholders to join a company sale (which may be at a price per share lower than our initial purchase price). In addition, the Fund will often be subject to lock-up provisions that prohibit the Fund from selling its equity investments into the public market for specified periods of time after an IPO of a Portfolio Company, typically 180 days. As a result, the market price of securities that the Fund holds may decline substantially before the Fund is able to sell these securities following an IPO. In addition, many of our investments are made in SPVs that require the approval of an external manager to transfer our interests or obtain stock following an IPO. We do not control the timing of cash or stock distributions from all of the external managers.

Investment Process

The Adviser uses its own extensive network, internal research and analysis to identify Portfolio Companies that satisfy its investment criteria. The Adviser’s internal research and analysis leverages insights from diverse sources, including external research and industry relationships to identify and take advantage of trends that have ramifications for individual companies or entire industries.

Once a Portfolio Company is identified, the Adviser performs extensive due diligence on that company. The Adviser assesses key indicators of each company’s health and growth among several other factors. Indicators that will be used include the company’s total addressable market, market growth rate, recent financing rounds, company growth rate, competitive positioning, business model, network effects and economies of scale, any regulatory and legal concerns, as well as other indicators that may be strongly correlated with higher or lower valuations.

As part of the due diligence process, the Adviser will also review the transparency of financial disclosures, structure of contemplated transactions (including class of stock being purchased), recent and historical secondary market transaction pricing, and other investment-specific due diligence.

For each potential transaction, the Adviser conducts a comprehensive counterparty diligence process designed to mitigate risks and ensure clarity of ownership. Leveraging Akkadian’s 16 years of industry experience, the Adviser prioritizes sourcing opportunities from trusted and well-established channels. When evaluating investments involving SPVs or other external entities, the Adviser’s due diligence includes an in-depth review of all legal and transaction-related documentation, an assessment of the general partner’s management capabilities and track record, thorough reference checks, and verification of ownership. For transactions directly involving individuals, the Adviser’s process further incorporates background and credit checks, reviews of all relevant option documents-including option grant agreements, proof of exercise, and share certificates-and, where possible, personal reference checks. The objective of the Adviser’s rigorous diligence approach is to fully understand the Fund’s counterparties and proactively mitigate any potential issues related to future share redemption or ownership disputes. This process is managed by Peter Smith, who acts as the Adviser’s general counsel. He is also a co-founder of Akkadian and has been in this role for 16 years.

After making an investment, the Adviser will monitor the financial trends of the Portfolio Company to assess the Fund’s exposure to individual companies as well as to evaluate overall portfolio quality. The Adviser will establish valuation targets at the portfolio level and for gross and net exposures with respect to specific companies and industries within the Fund’s overall portfolio. If a company is underperforming, the Adviser may decide to sell the Fund’s interest in the private markets, and may realize a loss. If such a sale occurs, the Adviser will, in a reasonable period of time, add a new company to the portfolio.

Additional Information Regarding Types of Investments

Equity Securities

We invest (i) in the equity securities (common and/or preferred stock, or equity-linked securities convertible into such equity securities) of operating private companies or (ii) in the equity securities of SPVs, which invest in the equity securities (common and/or preferred stock, or equity-linked securities convertible into such equity securities) of operating private companies. Common stock represents an equity ownership interest in a company. We may directly hold or have exposure via an SPV to stocks of issuers of any size, provided such issuers have a market capitalization greater than $1 billion. Because we will ordinarily have exposure to stocks, historical trends would indicate that our portfolio and investment returns will be subject at times, and over time, to higher levels of volatility and market and issuer-specific risk than if it invested exclusively in debt securities.

SPVs are private investment vehicles managed by unaffiliated external managers or general partners that are designed to provide the Fund and other eligible investors access to concentrated economic exposure of one or more specific private companies through a private offering of securities exempt from registration under the Securities Act pursuant to Regulation D. Other eligible investors in the SPVs may include high net worth individuals, family offices, and entities that satisfy “accredited investor” or “qualified purchaser” requirements, depending on the structure of the SPV. Generally, other investors in the SPV will not be affiliated with the Fund or Adviser, however, the Fund may co-invest in SPVs with affiliates in accordance with the 1940 Act, the rules thereunder, and any related guidance or exemptive relief obtained by the Fund. 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 Fund expects to invest in may have different terms and structures, which may present unique risks and a different economic experience or return profile than if the Fund were to hold interests in the underlying private companies directly. The types of SPVs in which the Fund 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 Fund’s investment and the Fund’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 between an investor (including the Fund) and the manager of the SPV that may alter such rights and/or provide certain benefits to individual SPV investors. When investing in SPVs, the Fund seeks to obtain information rights that are typical for investors in SPVs, including rights to receive timely annual capital account statements, financial statements and tax statements, as well as confirmation of the SPV’s continued ownership of interests in the underlying Portfolio Company securities. The Fund does not primarily control any such SPVs, and such SPVs will not be consolidated for financial reporting purposes or treated as subsidiaries of the Fund. Private investment vehicles in which the Fund invests that are primarily controlled by the Fund will be consolidated for financial reporting purposes and treated as Subsidiaries. The Fund may hold 100% of the equity of, or contribute substantially all of the capital to, certain SPVs that it does not primarily control or manage. In these situations, the Fund does not consolidate these entities for financial reporting purposes but will treat these SPVs as “Subsidiaries” for purposes of compliance with the 1940 Act. Specifically (i) the Fund will comply with the provisions of the 1940 Act regarding investment policies (Section 8) on an aggregated basis with these SPVs; (ii) the Fund complies with the provisions of the 1940 Act governing capital structure and leverage (Section 18) on an aggregated basis with these SPVs, so that the Fund treats the debt of these SPVs as its own debt for purposes of Section 18; (iii) these SPVs will comply with 1940 Act affiliated transaction restrictions and custody requirements (Section 17); (iv) to the extent that the SPV manager is engaged in activities with respect to the SPV that would cause the SPV manager to be an “investment adviser” of that SPV as that term is defined in the 1940 Act, the SPV will enter into an agreement with the SPV manager, with such terms as required by Section 15(a) of the 1940 Act, and the Board of Directors will approve such agreement and a template form of SPV manager agreement will be filed as an exhibit to the registration statement (for the avoidance of doubt, no such SPV manager will be considered an adviser or sub-adviser to the Fund); (v) the management fee, if any, of these SPVs, including any performance fee, will be included in the management fee line item of the Fund’s fees and expenses table, and the SPVs’ expenses will be included in the other expenses line item of the Fund’s fees and expenses table; and (vi) these SPVs will agree to inspection of their books and records by the SEC, and such books and records will be kept in accordance with the 1940 Act (Section 31).

Restricted and Illiquid Investments

We may invest without limitation in illiquid or less liquid investments or investments in which no secondary market is readily available or which are otherwise illiquid, including private placement securities. Liquidity of an investment relates to the ability to dispose easily of the investment and the price to be obtained upon disposition of the investment, which may be less than would be obtained for a comparable more liquid investment.

Illiquid investments may trade at a discount from comparable, more liquid investments. Illiquid investments are subject to legal or contractual restrictions on disposition or lack an established secondary trading market. Investment of our assets in illiquid investments may restrict our ability to dispose of our investments in a timely fashion and for a fair price as well as our ability to take advantage of market opportunities.

Private Company Investments

We anticipate making significant investments in late-stage private companies. Late stage companies are those that have demonstrated sustainable business operations and generally have a well-known product or service with a strong market presence. Late-stage private companies have generally had large cash flows from their core business operations and are expanding into new markets with their products or services. Late-stage private companies may also be referred to as “pre-IPO companies.” We may invest in equity securities or debt securities, including debt securities issued with warrants to purchase equity securities or that are convertible into equity securities, of private companies. We may enter into private company investments identified by the Adviser or may co-invest in private company investment opportunities owned or identified by other third party investors, such as private equity firms, with which neither we nor the Adviser is affiliated.

Traditional Preferred Equity Securities

Traditional preferred securities generally pay fixed or adjustable rate dividends to investors and generally have a “preference” over common stock in the payment of dividends and the liquidation of a company’s assets. This means that a company must pay dividends on preferred stock before paying any dividends on its common stock. In order to be payable, distributions on such preferred securities must be declared by the issuer’s board of directors. Income payments on typical preferred securities currently outstanding are cumulative, causing dividends and distributions to accumulate even if not declared by the board of directors or otherwise made payable. In such a case all accumulated dividends must be paid before any dividend on the common stock can be paid. However, some traditional preferred stocks are non-cumulative, in which case dividends do not accumulate and need not ever be paid. A portion of the portfolio may include investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any arrearages to its stockholders. Should an issuer of a non-cumulative preferred stock held by us determine not to pay dividends on such stock, the amount of dividends we pay may be adversely affected. There is no assurance that dividends or distributions on the preferred securities in which we invest will be declared or otherwise made payable.

Preferred stockholders usually have no right to vote for corporate directors or on other matters. Shares of preferred stock have a liquidation value that generally equals the original purchase price at the date of issuance. The market value of preferred securities may be affected by favorable and unfavorable changes impacting companies in the utilities and financial services sectors, which are prominent issuers of preferred securities, and by actual and anticipated changes in tax laws, such as changes in corporate income tax rates or the “Dividends Received Deduction.” Because the claim on an issuer’s earnings represented by preferred securities may become onerous when interest rates fall below the rate payable on such securities, the issuer may redeem the securities. Thus, in declining interest rate environments in particular, our holdings, if any, of higher rate- paying fixed rate preferred securities may be reduced and we may be unable to acquire securities of comparable credit quality paying comparable rates with the redemption proceeds.

Private Investment Funds

Investments in Private Funds are subject to additional risks beyond the securities held by such funds. For example, no market for the interests in a Private Fund exists or is expected to develop, and it may be difficult or impossible to transfer the interests in such Private Fund, even in an emergency. In addition, we will not have the right to withdraw or transfer any amount of our investment in a Private Fund without the prior consent of its manager, which consent may be withheld for any or no reason. As a result, we may need to hold the Private Fund interest indefinitely.

A Private Fund may also not provide audited financials to us. In the absence of audited financials, we will not have an independent third party verifying financial reports. We will have no right or power to take part in the management of a Private Fund. Accordingly, we will have no opportunity to control the day-to-day operations, including investment and disposition decisions, of the underlying Private Fund. We will not receive the detailed financial information issued by the Portfolio Company that may be available to the manager of the fund. Accordingly, in purchasing a Private Fund interest, we entrust all aspects of the management of the Private Fund to its manager.

In addition, the manager of a Private Fund may make decisions, which result in a loss for the Private Fund. There can be no assurance that a Private Fund’s manager will make decisions that improve the Private Fund’s performance or lead to a profitable outcome for us.

Each Private Fund will be subject to a variety of litigation risks. In the event of a dispute arising from any activities relating to the operation of the Private Fund, it is possible that the Private Fund, its manager, the Private Fund’s members, and persons associated or affiliated with such parties may be named as defendants. Under most circumstances, the Private Fund will indemnify its manager and their personnel against any costs they incur in connection with such disputes. Beyond direct costs, such disputes may adversely affect a Private Fund in a variety of ways, including by distracting the manager and harming relationships between the Private Fund and its Portfolio Company or other investors in the Portfolio Company.

A Private Fund’s assets, including any investments made by the Private Fund and the Portfolio Companies held by the Private Fund, are available to satisfy all liabilities and other obligations of the Private Fund. If the Private Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Private Fund’s assets generally and will not be limited to any particular assets, such as the asset representing the investment giving rise to the liability. Accordingly, we could find our interest in the Private Fund’s assets adversely affected by a liability arising out of an investment of the Private Fund.

Forward contracts

We may invest in “forward contracts” that involve stockholders (each a “counterparty”) of a potential Portfolio Company, whereby such counterparties promise future delivery of equity securities upon transferability or other removal of restrictions. These may involve counterparty promises of future performances, including among other things transferring shares to us in the future, paying costs and fees associated with maintaining and transferring the shares, not transferring or encumbering their shares, and participating in further acts required of stockholders by the counterparty and their agreement with us. Should counterparties breach their agreement inadvertently, by operation of law, intentionally, or fraudulently, it could affect our performance. Our ability and right to enforce transfer and payment obligations, and other obligations, against counterparties could be limited by acts of fraud or breach on the part of counterparties, operation of law, or actions of third parties. Measures we take to mitigate these risks, including powers of attorney, specific performance and damages provisions, any insurance policy, and legal enforcement steps, may prove ineffective, unenforceable, or economically impractical to enact.

In cases where we purchase a forward contract, because each underlying Portfolio Company may not have necessarily approved or endorsed the transaction, it offers no warranties or other promises as to the validity or value thereof, and no promise that it will agree with, approve, or facilitate transfer of shares to us.

In cases where we purchase a forward contract, in the event of a public offering, sale, or other corporate event affecting a Portfolio Company, it could be complicated, uncertain, and require further legal review, negotiation, and other acts for us to work with brokers, transfer agents, and representatives of the Portfolio Company, its potential acquirer, and other parties.

Swaps

Swaps are a type of derivative. Swap agreements involve the risk that the party with which we have entered into the swap will default on its obligation to pay us and the risk that we will not be able to meet our obligations to pay the other party to the agreement. In order to seek to hedge the value of our portfolio, to hedge against increases in our cost associated with interest payments on any outstanding borrowings or to seek to increase our return, we may enter into swaps, including interest rate swap, total return swap (sometimes referred to as a “contract for difference”) and/or credit default swap transactions. In interest rate swap transactions, there is a risk that yields will move in the direction opposite of the direction anticipated by us, which would cause us to make payments to our counterparty in the transaction that could adversely affect our performance. In addition to the risks applicable to swaps generally (including counterparty risk, high volatility, illiquidity risk and credit risk), credit default swap transactions involve special risks because they are difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty).

Historically, swap transactions have been individually negotiated non-standardized transactions entered into in over the counter (“OTC”) markets and have not been subject to the same type of government regulation as exchange-traded instruments. However, since the global financial crisis, the OTC derivatives markets have become subject to comprehensive statutes and regulations. In particular, in the United States, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), signed into law by President Obama on July 21, 2010, requires that certain derivatives with U.S. persons must be executed on a regulated market and a substantial portion of OTC derivatives must be submitted for clearing to regulated clearinghouses. As a result, swap transactions entered into by us may become subject to various requirements applicable to swaps under the Dodd-Frank Act, including clearing, exchange-execution, reporting and recordkeeping requirements, which may make it more difficult and costly for us to enter into swap transactions, and may also render certain strategies in which we might otherwise engage impossible or so costly that they will no longer be economical to implement. Furthermore, the number of counterparties that may be willing to enter into swap transactions with us may also be limited if the swap transactions with us are subject to the swap regulation under the Dodd-Frank Act.

We rely on the “limited derivatives user” exception in Rule 18f-4 under the 1940 Act to enter into derivatives transactions, such as forward contracts and swaps, and certain other transactions, notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the 1940 Act. To maintain our qualification as a limited derivatives user, our “derivatives exposure” is limited to 10% of our net assets subject to exclusions for certain currency or interest rate hedging transactions (as calculated in accordance with Rule 18f-4). If we fail to maintain our qualification as a “limited derivatives user” as defined in Rule 18f-4 and seek to enter into derivatives transactions, we will be required to establish a comprehensive derivatives risk management program, to comply with certain value-at-risk based leverage limits, to appoint a derivatives risk manager and to provide additional disclosure both publicly and to the SEC regarding our derivatives positions.

Convertible Securities

A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock or other equity security of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value. Convertible securities rank senior to common stock in a corporation’s capital structure but are usually subordinated to comparable nonconvertible securities. Convertible securities may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument.

MANAGEMENT OF THE FUND

The Board of Directors

The Board has overall responsibility for monitoring the Fund’s investment program and its management and operations. At least a majority of the Board is comprised of persons who are not “interested persons” of the Fund or the Adviser (as such term is defined in Section 2(a)(19) of the 1940 Act, each, an “Independent Director” and, collectively, the “Independent Directors”). Any vacancy on the Board may be filled by the remaining Directors, except to the extent the 1940 Act requires the election of Directors by stockholders. Subject to the provisions of Maryland law, the Directors will have all powers necessary and convenient to carry out this responsibility. The name and business address of the Directors and officers of the Fund and their principal occupations and other affiliations during the past five years, as well as a description of committees of the Board, are set forth under “Management” in the SAI.

The Investment Adviser

We are managed by the Adviser. The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The principal address of the Adviser is 631 Folsom Street, Ste A & B, San Francisco, California, 94107-3850. Subject to the overall supervision of our Board, the Adviser manages our day-to-day operations and provides investment advisory and management services to us. The Adviser or its affiliates may engage in certain origination activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our Portfolio Companies on an ongoing basis through a team of investment professionals.

The Adviser is wholly-owned by Powerlaw Capital Group, which is owned and controlled by Michael Dinsdale, Peter Smith and Benjamin Black.

The Adviser is under common control with Akkadian Ventures, Inc. (“Akkadian”). Akkadian is controlled by its officers, Benjamin Black, Michael Dinsdale, and Peter Smith. Akkadian is an experienced venture capital and secondary investment firm with a proven 16-year track record of high-conviction investing, underpinned by a deep commitment to its investors and broader community. Akkadian is a recognized pioneer in direct secondary investments, option exercise loans, and company liquidity programs, with extensive experience in the private markets. The firm’s strategic evolution includes managing five growth-stage venture direct secondary strategies since 2011, most recently through Akkadian Ventures VI, LP ($276 million), as well as a seed-stage fund-of-funds strategy through RAISE.ai Ventures, LP ($55 million). Akkadian is the founder of the RAISE Global Conference, established in 2016, which maintains a curated network of over 3,000 general partners and 2,000 limited partners. Akkadian is located in San Francisco, CA and, together with its affiliated entities, has 14 full-time employees. As of June 30, 2026, Akkadian and its affiliates had approximately $1.5 billion in assets under management, which includes the Fund’s total assets of $757 million.

The Fund reflects Akkadian’s mission to democratize access to Silicon Valley’s premier technology investments. The Fund was built to provide investors with access to a carefully curated portfolio of what the Adviser believes to be leading private technology companies. The Fund enables investors to have exposure to what the Adviser believes are the leading private venture backed technology businesses, while having daily liquidity and quarterly transparency.

Because of Akkadian’s history, the Adviser’s management team has established relationships within the secondary ecosystem, and it intends to use those relationships to position the Fund as a preferred buyer for secondary market transactions (i.e., transactions in securities of private companies that are acquired other than from the issuer), which may give the Fund access to optimal terms and opportunities. By strategically targeting what the Adviser believes are transformative technology companies that are remaining private longer, the Fund serves as the critical bridge between private innovation and public capital, placing its investors at the forefront of market evolution and enabling them to participate in industry trends and opportunities for substantial value creation.

Akkadian and the Adviser’s personnel possess extensive expertise executing investments through various structures, including purchases of common and preferred equity securities, option exercise loans, forward contracts, and SPVs. Since inception, Akkadian’s experienced in-house team has successfully executed over 750 individual transactions employing these methods. As of June 30, 2026, Akkadian manages five blind pool funds, one fund-of-funds, and many SPVs representing approximately $792 million in regulatory assets under management, which excludes the Fund’s total assets of $757 million as of that date. Across these vehicles (and excluding the Fund), Akkadian has deployed capital into 116 distinct portfolio investments, resulting in 55 exits, both fully and partially realized.

The Adviser’s investment committee (the “Investment Committee”) is currently comprised of Benjamin Black and Michael Dinsdale and is supported by members of the Adviser’s senior executive team. The Investment Committee is responsible for selecting and evaluating all investment opportunities on behalf of the Fund. The Investment Committee’s members may change from time to time as designated by the Adviser.

The Adviser is registered as an investment adviser under the Advisers Act and serves as our investment adviser pursuant to the Investment Advisory Agreement between us and the Adviser. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the investment and reinvestment of the Fund’s assets.

Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for an initial two-year term and then from year-to-year if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, a majority of the Independent Directors.

The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of penalty, we may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the stockholders holding a majority of the outstanding Shares of our common stock (which is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company). In addition, without payment of penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice.

Under the Investment Advisory Agreement, we pay the Adviser a Management Fee, payable quarterly, in an amount equal to 2.50% of our average gross assets at the end of the two most recently completed calendar quarters. For purposes of the Investment Advisory Agreement, the term “gross assets” excludes cash and cash equivalents but includes assets purchased with borrowed funds, and also includes short term investments that do not qualify as cash equivalents under US GAAP such as U.S. Government Securities with a maturity longer than three months measured at the date of purchase. The Adviser did not charge a Management Fee prior to May 20, 2026, the effective date of the Fund’s registration statement on Form N-2 relating to the listing of its common stock on the Exchange (the “Effective Date”).

A discussion regarding the basis of the Board’s approval of the Investment Advisory Agreement is included in the Fund’s annual report to stockholders for the period ended September 30, 2025.

Payment of Our Expenses under the Investment Advisory Agreement

The Adviser bears all of its own costs incurred in providing investment advisory services to the Fund. As described below, however, the Fund bears all other expenses incurred in the business and operation of the Fund.

Expenses borne directly by the Fund include:

Except as otherwise provided above, the Adviser will bear all compensation expense (including health insurance, pension benefits, payroll taxes and other compensation related matters) of its employees and shall bear the costs of any salaries of any officers or Directors of the Fund who are affiliated persons (as defined in the 1940 Act) of the Adviser.

Portfolio Managers

The portfolio managers who are primarily responsible for the day-to-day management of our portfolio are as follows:

Benjamin Black

Benjamin Black is the Co-Founder and Managing Director of Akkadian, the Chief Investment Officer and Co-Founder of Powerlaw Capital Group, an affiliate of the Adviser, and a 20-year private equity veteran.

In addition, Mr. Black is the Co-Founder of the RAISE Global Summit, which has grown into a premier launchpad for emerging venture capital funds.

Prior to Akkadian, Mr. Black co-founded New Cycle Capital to bring socially responsible investing to sectors like clean energy and social finance. He started his private equity career on the investment teams at Maveron and Rosewood Capital, where he focused on branded consumer products and services. Prior to his private equity career, Mr. Black was a member of the founding team of Harris Interactive.

Mr. Black holds a BA and JD from Cornell University.

Michael Dinsdale

Michael Dinsdale is a Managing Director at Akkadian and the Chief Executive Officer and Co-Founder of Powerlaw Capital Group, an affiliate of the Adviser. For over 20 years, Mr. Dinsdale has embodied the “modern unicorn” CFO, with strategic expertise in building high-growth international companies that consistently exceed growth targets.

Prior to Akkadian, Mr. Dinsdale was the Chief Financial Officer of DocuSign, DoorDash and Gusto, three market-leading software companies that generated an aggregate of over $80 billion in value and for which he successfully secured an aggregate of over $2 billion in financing. He previously served on the Board of Directors for WildAid (non-profit).

Mr. Dinsdale holds a BS in engineering from the University of Western Ontario, an MBA from McMaster University, and the CFA designation. He competed on the Canadian National Sailing Team in the 1996 Olympic trials.

The SAI provides additional information about our portfolio managers’ compensation, other accounts managed and ownership of our shares.

License Agreement

We entered into a license agreement (the “License Agreement”) with Akkadian Ventures LLC and the Adviser, pursuant to which Akkadian Ventures LLC granted us (and the Adviser) a non-exclusive license to use the name “Powerlaw.” Under the License Agreement, we will have a right to use the Powerlaw name for so long as the Adviser or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “Powerlaw” name.

Administrator

Paralel Technologies LLC serves as the administrator of the Fund. Pursuant to an administration and fund accounting agreement, the administrator provides certain administrative services to the Fund. The administrator receives a monthly fee equal to the greater of an annual minimum fee or a fee equal to a percentage of the Fund’s net assets, which percentage is subject to breakpoints at increasing levels of net assets. The Fund also reimburses the administrator for certain out-of-pocket expenses. Paralel Technologies LLC’s principal business address is 1700 Broadway, Suite 2100, Denver, Colorado 80290.

DETERMINATION OF NET ASSET VALUE

The NAV of our shares of common stock will be computed based upon the value of our portfolio securities and other assets on a monthly basis. We calculate NAV per share by subtracting our liabilities (including accrued expenses, dividends payable and any borrowings) from our total assets (the value of the securities we hold plus cash or other assets, including interest accrued but not yet received) and dividing the result by the total number of shares of our common stock outstanding.

The 1940 Act requires the Fund to determine the value of its portfolio securities using market quotations when “readily available,” and when market quotations are not readily available, portfolio securities must be valued at fair value, as determined in good faith by the Fund’s Board. As stated in Rule 2a-5 under the 1940 Act, determining fair value in good faith requires (i) assessment and management of risks, (ii) establishment of fair value methodologies, (iii) testing of fair value methodologies, and (iv) evaluation of pricing services. Under Rule 2a-5, a fund’s board may designate the fund’s adviser as “valuation designee” to perform fair value determinations. The Board, including a majority of the Directors who are not “interested persons” of the Fund, as such term is defined in the 1940 Act, has designated the Adviser to perform fair value determinations and act as “valuation designee” for the Fund’s investments.

Valuation of our securities is as follows: