UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~March 517, ~~2025~~2026

StartEngine Crowdfunding, Inc.

(Exact Name of Registrant As Specified In Its Charter)

000-56415

(Commission File Number)

Delaware		46-5371570
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4100 West Alameda Avenue, 3^rd Floor

Burbank, CA 91505

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (800) 317-2200

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

None.

Securities registered under Section 12(g) of the Act:

Common Stock, $0.00001 par value

(Title of Class)

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 51.0201. ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Appointment~~On March 17, 2026, StartEngine Crowdfunding, Inc. (the “StartEngine” or “Company”) entered into an Agreement and Plan of ~~Chief~~Reorganization ~~Financial~~(the “Merger ~~Officer~~Agreement”) with Vinovest, Inc., a privately-held company located in West Hollywood, California (“Vinovest”), Project Vineyard Acquisition Inc., a wholly-owned subsidiary of StartEngine (“Merger Sub”), Andrew Zhang, solely in his capacity as the representative, agent and attorney-in-fact of the Participating Stockholders (the “Stockholders’ Representative”), and the Participating Stockholders of Vinovest. The “Participating Stockholders” includes holders of Vinovest’s preferred stock, SAFE notes and common stock.

OnPursuant ~~May~~to 5,the ~~2025~~Merger Agreement, StartEngine ~~the~~acquired ~~Board~~Vinovest ofin ~~Directors~~a oftransaction ~~StartEngine Crowdfunding,~~in ~~Inc.~~which ~~(the~~Merger ~~“Company”)~~Sub ~~appointed~~merged ~~Hunter~~with ~~Strassman~~and tointo ~~serve~~Vinovest, aswith ~~the~~Vinovest ~~Company’s~~becoming ~~Chief~~a ~~Financial Officer~~wholly-owned ~~and~~subsidiary ~~Principal~~of ~~Accounting~~StartEngine ~~Officer,~~(the ~~effective~~“Merger”). asVinovest ofis ~~May~~a 5,platform ~~2025~~for fine wine and whisky investment.

~~Hunter~~Pursuant ~~Strassman~~to ~~has~~the ~~been~~Merger ~~serving as VP of Finance~~Agreement, ~~since~~StartEngine ~~October~~will ~~2021~~issue ~~and~~an ~~was~~aggregate ~~responsible~~of ~~for~~8,750,000 ~~the~~shares ~~finance~~of ~~and~~Common ~~operations~~Stock of StartEngine. ~~Prior~~ to ~~that~~the heParticipating ~~served~~Stockholders ~~as our Director~~ of ~~Finance from~~which ~~April 2021 to October 2021. Prior to joining StartEngine~~1,750,000 shares ~~Hunter~~are ~~worked~~held asback ~~the~~for ~~Director~~potential ofindemnification ~~Finance~~obligations atand ~~AlphaFlow,~~if anot ~~real~~needed ~~estate~~will ~~asset management~~be ~~platform~~released ~~(November 2018~~ to ~~April 2021).~~the ~~From~~Participating ~~July 2017~~Shareholders toon the ~~November 2018,~~12-month ~~Hunter~~anniversary ~~was~~of the ~~Senior Controller at Karbone Inc~~closing., aAny ~~leading~~such ~~renewable~~held-back ~~energy~~shares ~~brokerage.~~not ~~From~~required ~~January 2017~~ to ~~July 2017,~~satisfy ~~Hunter~~such ~~was~~contingencies ~~the~~will ~~assistant~~be ~~controller~~released ~~at ACT~~to ~~Commodities. Hunter began his career at~~ the Participating ~~public~~Stockholders ~~accounting firm Grant Thornton in their New York office, where he focused~~ on ~~hedge funds,~~the ~~private~~12-month ~~equity~~anniversary ~~and fund~~ of ~~funds~~the closing.

~~Hunter~~The ~~received~~Merger ~~his~~Agreement ~~bachelor’s~~includes customary inrepresentations, ~~accounting from~~warranties ~~Bentley~~and ~~University,~~covenants of Vinovest and athe ~~Masters~~Participating inStockholders ~~Taxation~~as ~~from~~well ~~Baruch~~as ~~College~~StartEngine and Merger Sub. The ~~Hunter~~representations isand awarranties ~~licensed~~made ~~CPA~~by ineach party were made solely for the ~~State~~benefit of ~~New~~the ~~York~~other party and (i) were not intended to be treated as categorical statements of fact, isbut rather as a ~~member~~ way of allocating the ~~AICPA,~~risk ~~and~~between ~~holds~~the parties to the ~~Series~~Purchase Agreement if those statements prove to be inaccurate; (ii) 7,may ~~63,~~have ~~24,~~been 27qualified ~~and~~in 65the ~~certifications~~Purchase ~~from~~Agreement ~~FINRA.~~by Hedisclosures ~~has~~that ~~also~~were ~~passed~~made to the ~~CISA~~other party in disclosure schedules to the Purchase Agreement, and ~~CRISC~~(iii) were ~~exams~~made ~~administered~~only as of the date of the Purchase Agreement byor ~~ISACA~~such other date or dates as may be specified in the Purchase Agreement.

~~SIGNATURES~~The Merger Agreement also contains post-closing indemnification provisions pursuant to which each Participating Stockholder severally and not jointly has agreed to indemnify the Company against losses resulting from certain events, including breaches of representations and warranties, covenants and certain other matters.

~~Pursuant~~The toforegoing ~~the~~description ~~requirements~~ of the Merger ~~Securities~~Agreement ~~Exchange~~does ~~Act~~not ofpurport ~~1934, the~~to ~~registrant~~be ~~has~~complete ~~duly~~and ~~caused~~is ~~this~~qualified ~~report~~in toits beentirety ~~signed~~by onthe ~~its~~Merger ~~behalf~~Agreement, which is filed as an Exhibit hereto and incorporated by reference in the ~~undersigned~~Current ~~thereunto~~Report ~~duly~~on ~~authorized~~Form 8-K.

		STARTENGINE CROWDFUNDING, INC.
		(Registrant)
Date: May 6, 2025	By:	/s/ Howard Marks
		Howard Marks
		Chief Executive Officer and Director

Item 2.01 Completion or Acquisition or Disposition of Assets

On March 17, 2026, the Company completed the acquisition of Vinovest, Inc. pursuant to the Merger Agreement. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.

No pro forma financial statements depicting the acquisition of Vinovest are required to be included as the disposition does not exceed 20% significance under any of the three significance tests under Regulation S-X 1-02(w).

Item 7.01 – Regulation FD Disclosure

On March 23, 2026, StartEngine issued a press release in connection with the announcement of the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1*	Merger Agreement dated March 17, 2026
99.1	Press release, dated March 23, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits to the Notes have been omitted from this Current Report on Form 8-K and will be furnished to the Securities and Exchange Commission supplementally upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		STARTENGINE CROWDFUNDING, INC.
		(Registrant)

Date: March 23, 2026	By:	/s/ Howard Marks
		Howard Marks
		Chief Executive Officer and Director

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