UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Fundrise Growth Tech Fund, LLC
(Name of Issuer)
Fundrise Growth Tech Fund, LLC
(Name of Person(s) Filing Statement)
COMMON SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Michelle A. Mirabal
Rise Companies Corp.
11 Dupont circle NW, 9th Floor
Washington, D.C. 20036
(202) 584-0550
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Elizabeth J. Reza
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
INTRODUCTORY STATEMENT
This is the final amendment to the Issuer Tender Offer Statement (“Statement”) on Schedule TO filed with the Securities and Exchange Commission on August 28, 2023 (the “Statement Filing Date”) by Fundrise Growth Tech Fund, LLC (the “Fund”) relating to an offer to purchase the Fund’s common shares of beneficial interest (“Common Shares”) in an amount up to 5% of the Fund from shareholders of the Fund (“Shareholders”) at their net asset value (i.e., the value of the assets of the Fund's Common Shares minus its liabilities, divided by the number of Common Shares outstanding) on the terms, and subject to the conditions, set out in the Offer to Repurchase (“Offer”) and the related Letter of Transmittal. Copies of the Offer and Letter of Transmittal were previously filed as exhibits to the Statement on the Statement Filing Date.
This final amendment to the Statement is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4) of the Securities Exchange Act of 1934:
1. Shareholders which desired to tender Common Shares were required to submit their tenders by 11:59 p.m., Eastern Time, on September 30, 2023 (the “Expiration Date”). Shareholders were allowed to withdraw any tenders of their Common Shares until the Expiration Date.
2. Certain Shareholders validly tendered all or some of their respective Common Shares (as designated by such Shareholders) before the Expiration Date and did not withdraw such tenders before the Expiration Date. Those tenders were accepted for repurchase by the Fund in accordance with the terms of the Offer.
3. The net asset value of the Common Shares tendered pursuant to the Offer was calculated as of October 2, 2023 (the “Valuation Date”) in the amount of $1,467,634.61
4. The payment of the purchase price of the Common Shares tendered was made to the Shareholders whose tenders were accepted for purchase by the Fund in accordance with the terms of the Offer. On or about October 5, 2023, the Fund paid to the tendering Shareholders a total of $1,467,634.61, representing 100% of the unaudited net asset value of the total amount of the Common Shares tendered by Shareholders.
Except as specifically provided herein, the information contained in the Statement, Offer, and the related Letter of Transmittal previously filed on August 28, 2023 (the “Tender Offer Materials”) remains unchanged and this final amendment does not modify any of the information previously reported in the Tender Offer Materials.
Item 1 through Item 9 and Item 11.
The information set forth in the Tender Offer Materials is incorporated herein by reference into this final amendment in answer to Item 1 through Item 9 and Item 11 of Schedule TO.
Item 12(a). Exhibits
Not applicable.
Item 12(b). Filing Fee
Calculation of Filing Fee Tables is attached herewith.
Item 13. Information Required by Schedule 13E-3
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete, and correct.
| FUNDRISE GROWTH TECH FUND, LLC | |||
| By: |
/s/ Michelle A. Mirabal | ||
| Name: Michelle A. Mirabal | |||
| Title: Secretary and Chief Compliance Officer | |||
October 20, 2023
CALCULATION OF FILING FEE TABLE
Table 1 – Transaction Valuation
| Transaction Valuation | Fee Rate | Amount of Filing Fee | |
| Fees to be Paid | -- | 0.011020% | -- |
| Fees Previously Paid | $5,067,473.63(a) | $558.44(a) | |
| Total Transaction Valuation | $1,467,634.61(b) | ||
| Total Fees Due for Filing | $161.73(b)(c) | ||
| Total Fees Previously Paid | $807.20(d) | ||
| Total Fee Offsets | -- | ||
| Net Fee Due | ($645.47) (c)(d) |
(a) The transaction value is calculated as the aggregate maximum value of Shares being purchased. The fee of $558.44 was paid in
connection with the filing of the Schedule TO-I by Fundrise Growth Tech Fund, LLC (the “Fund") (File No. 005-93831)
on August 28, 2023 (the “Schedule TO”), which filing fee amount was based on the aggregate maximum purchase price for common
shares of beneficial interest being offered to be purchased pursuant to the tender offer, based upon the estimated net asset value per
common share as of August 25, 2023. This is the final amendment to the Schedule TO and is being filed to report the results of the offer.
(b) Calculated as the aggregate maximum purchase price for common shares of beneficial interest tendered (143,885.91) based upon the net asset value per common share as of October 2, 2023 ($10.20).
(c) Calculated as $110.20 per $1,000,000 of the Transaction Valuation.
(d) An aggregate fee of $191.73 was paid with the filing of the Schedule TO-I by Fundrise Growth Tech Fund, LLC (File No. 005-93831) on November 29, 2022 for a maximum potential Transaction Valuation of $1,739,750 (the “November 2022 Schedule TO-I”). However, the filing fee that should have been paid for the November 2022 tender offer was equal to only $50.41 as, pursuant to the final amendment to the November 2022 Schedule TO-I, the actual total transaction valuation of the November 2022 tender offer was only $457,438 given the final number of shares tendered, leading to an overpayment by the Fund of $141.32. Pursuant to Rule 0-11(a)(2) under the Exchange Act, a portion of the remaining $141.32 filing fee paid in connection with the November 2022 Schedule TO-I will be used to offset a portion of the filing fee in connection with the registrant’s future filings on SC TO- I.
An aggregate fee of $399.73 was paid with the filing of the Schedule TO-I by Fundrise Growth Tech Fund, LLC (File No. 005-93831) on February 28, 2023 for a maximum potential Transaction Valuation of $3,627,355.69 (the “February 2023 Schedule TO-I”). However, the filing fee that should have been paid for the February 2023 tender offer was equal to only $62.70 as, pursuant to the final amendment to the February 2023 Schedule TO-I, the actual total transaction valuation of the February 2023 tender offer was only $568,988.79 given the final number of shares tendered, leading to an overpayment by the Fund of $337.03. Pursuant to Rule 0-11(a)(2) under the Exchange Act, a portion of the remaining $337.03 filing fee paid in connection with the February 2023 Schedule TO-I will be used to offset a portion of the filing fee in connection with the registrant’s future filings on SC TO- I.
The Fund used the credit (equal to $478.35) accumulated from the filing fees paid in the November 2022 Schedule TO-I and the February 2023 Schedule TO-I to pay an aggregate fee of $399.81 with the filing of the Schedule TO-I by Fundrise Growth Tech Fund, LLC (File No. 005-93831) on May 26, 2023 for a maximum potential Transaction Valuation of $3,628,012.31 (the “May 2023 Schedule TO-I”). However, the filing fee that should have been paid for the May 2023 tender offer was equal to only $88.80 as, pursuant to the final amendment to the May 2023 Schedule TO-I, the actual total transaction valuation of the May 2023 tender offer was only $805,821.22 given the final number of shares tendered. Therefore, the total accumulated credit for filing fees paid after the May 2023 Schedule TO-I was equal to $389.55 ($478.35 previously paid minus $88.80 for the May 2023 tender offer). Pursuant to Rule 0-11(a)(2) under the Exchange Act, the remaining $389.55 filing fees previously paid will be used to offset a portion of the filing fee in connection with the registrant’s future filings on SC TO- I.
The Fund attempted to use the credit (equal to $389.55) accumulated from the previously paid filing fees noted above to pay an aggregate fee of $558.44 with the filing of the Schedule TO-I by Fundrise Growth Tech Fund, LLC (File No. 005-93831) on August 28, 2023 for a maximum potential Transaction Valuation of $5,067,473.63 (the “August 2023 Schedule TO-I”). However, the SEC did not credit the Fund for the $389.55 previously paid by the Fund, and instead cleared out the Fund’s balance in its EDGAR account to the tune of $417.65, and claimed that the Fund owed an additional $140.79 to get to the $558.44 filing fee.
The filing fee that should be paid for the August 2023 tender offer is equal to only $161.73 as, pursuant to the final amendment to the August 2023 Schedule TO-I, the actual total transaction valuation of the August 2023 tender offer is only $1,467,634.61 given the final number of shares tendered.
Prior to the final calculation for the August 2023 tender offer, the Fund had previously paid filing fees for its tender offers an amount equal to $807.20 ($389.55 credit prior to August 2023 tender offer + $417.65 pulled from Edgar account for the August 2023 Schedule TO-I). With the payment of the filing fee for the August 2023 tender offer of $161.73 pursuant to the actual total transaction value of said tender offer, the Fund should have a remaining credit of $645.47. Pursuant to Rule 0-11(a)(2) under the Exchange Act, a portion of the remaining $645.47 filing fees previously paid as outlined above will be used to offset a portion of the filing fee in connection with the registrant’s future filings on SC TO- I.