RENN Fund : Form N-2

1933 Act File No. 333-258181

1940 Act File No. 811-22299

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

(Check appropriate box or boxes)

1. REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

1. Pre-EffectiveAmendment No. 5

[ ] Post-Effective Amendment No.

And

1. REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

1. Amendment No. 5

RENN Fund, Inc.

470 Park Avenue South

New York, NY 10016

1. 891-8294
   Registrant's Telephone Number

UMB Fund Services ("UMB") - c/o RENN Fund, Inc., 235 W. Galena Street, Milwaukee, WI

53212-3949

Copies of Communications to:

Monica L. Parry

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004-2541

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 ("Securities Act"), other than securities offered in connection with a dividend reinvestment plan.

[ ] Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post- effective amendment thereto.

[ ] Check box if this Form is a registration statement pursuant to General Instruction B or a post- effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

1

[ ] 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):

1. when declared effective pursuant to Section 8(c) or as follows: If appropriate, check the following box:

[ ] This [post-effective] amendment designates a new effective date for a previously filed [post- effective amendment] [registration statement].

[ ] This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

[ ] This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

[ ] This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

Check each box that appropriately characterizes the Registrant:

1. Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 ("Investment Company Act")).

[ ] Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

[ ] Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

[ ] A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

[ ] Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

[ ] Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 ("Exchange Act").

[ ] If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

[ ] New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

2

			Proposed
		Proposed	Maximum
		Maximum	Aggregate	Amount of
	Amount Being	Offering Price	Offering	Registration
Title of Securities Being Registered	Registered	Per Unit	Price(1)	Fee
Common Stock, $1.00 par value per	1,063,830	$2.82	$ 3,000,001	$278.10(3)
share
Rights to purchase common stock(2)	3,191,490	-	-	-

1. Estimated solely for the purpose of calculating the registration fee as required by Rule 457(o) under the Securities Act of 1933 based upon the closing price reported on the New York Stock Exchange consolidated reporting system of $ 2.63 on September 30, 2021.
2. Evidencing the rights to subscribe for shares of common stock of the Registrant being registered herewith. Pursuant to Rule 457(g) of the Securities Act of 1933, no separate registration fee is required for the rights because the rights are being registered in the same registration statement as the common stock of the Registrant underlying the rights.
3. Registration fee was previously paid.

Pursuant to Rule 473 under the Securities Act of 1933, as amended, the Registrant hereby amends the Registration Statement to delay its effective date until the Registrant shall file a further amendment that specifically states that the 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 Commission, acting pursuant to Section 8(a), may determine.

RENN Fund, Inc.

3 Rights for 1 Share of Common Stock

RENN Fund, Inc. (the "Fund") is issuing non-transferable rights ("Rights") to its holders of record of shares of common stock ("Common Stock") (such holders hereinafter referred to as "Stockholders") which Rights will allow Stockholders to subscribe for new shares (the "Offering"). For every three (3) Rights a Stockholder receives, such Stockholder will be entitled to buy one (1) new share. Each Stockholder will receive one Right for each outstanding share such Stockholder owns on December 10, 2021 (the "Record Date"). Fractional shares will not be issued upon the exercise of the Rights. Accordingly, the number of Rights to be issued to a Stockholder on the Record Date will be rounded up to the nearest whole number of Rights evenly divisible by 3. Stockholders on the Record Date may purchase shares not acquired by other Stockholders in this Rights offering, subject to certain limitations discussed in this Prospectus. Additionally, Horizon Kinetics Asset Management LLC ("Horizon") will purchase any shares not otherwise acquired by other Stockholders in this Rights offering. See "The Offering" below.

The Rights are non-transferable, and may not be purchased or sold. Rights will expire without residual value at the Expiration Date (defined below). Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing the Fund's net asset value per share and may reduce the Fund's market price per share. The Rights will not be listed for trading on the NYSE American LLC ("NYSE American"), and there will not be any market for trading Rights. The shares to be issued pursuant to the Offering will be listed for trading on the NYSE American, subject to the NYSE American being officially notified of the issuance of those shares. On October 18, 2021, the last reported net asset value ("NAV") per share was $ 2.94 and the last reported sales price per share on the NYSE American was $ 2.54, which represents a -13.58% discount to the Fund's NAV per share. The subscription price per share (the "Subscription Price") will be the lesser of:

3

1. 105% of the average closing NAV per share over the three days of trading leading up to and including the expiration of the Offering; or
2. 90% of the average closing market price per share over the three days of trading leading up to and including the expiration of the Offering. The considerable number of shares that may be issued as a result of the Offering may cause the discount below NAV at which the Fund's shares are currently trading to increase, especially if Stockholders exercising the Rights attempt to buy sizeable numbers of shares immediately after such issuance.

The offering may substantially dilute the aggregate net asset value of the shares owned by Stockholders who do not fully exercise their rights. Stockholders should expect upon completion of the offering to own a smaller proportional interest in the Fund than before the offering if they do not fully execute their rights.

STOCKHOLDERS WHO CHOOSE TO EXERCISE THEIR RIGHTS WILL NOT KNOW THE SUBSCRIPTION PRICE PER SHARE AT THE TIME THEY EXERCISE SUCH RIGHTS BECAUSE THE OFFERING WILL EXPIRE (I.E., CLOSE) PRIOR TO THE AVAILABILITY OF THE FUND'S NAV AND OTHER RELEVANT MARKET INFORMATION ON THE EXPIRATION DATE. ONCE A STOCKHOLDER SUBSCRIBES FOR SHARES AND THE FUND RECEIVES PAYMENT, SUCH STOCKHOLDER WILL NOT BE ABLE TO CHANGE HIS, HER OR ITS DECISION. THE OFFERING WILL EXPIRE AT 5:00 P.M., EST, ON JANUARY 21, 2022 (THE "EXPIRATION DATE"), UNLESS EXTENDED, AS DISCUSSED IN THIS PROSPECTUS.

The Fund is a non-diversified,closed-end management investment company. The Fund's investment objective is to seek to achieve above-market rates of return through capital appreciation and income. The Fund seeks to achieve its investment objective through a long-term,value-oriented investment process. There can be no assurance that the Fund's objective will be achieved.

For more information, please call AST Fund Solutions LLC (the "Information Agent") at [phone].

Investing in the Fund involves risks, including the specific risks relating to investments in cryptocurrencies. See "Risk Factors" on page 31 of this prospectus.

			Estimated
	Estimated		Subscription
	Subscription	Estimated	Proceeds to
	Price(1)	Sales Load	Fund(2)
Per share	$ 2.82	None	$ 3,000,001
Total	$ 2.82	None	$ 3,000,001

1. Because the Subscription Price will not be determined until after printing and distribution of this prospectus, the "Estimated Subscription Price" above is an estimate of the subscription price based on the average of the Fund's per-share NAV and market price over the three days of trading leading up to and including the close of trading on November 17, 18, and 19, 2021. See "The Offering - Subscription Price" and "The Offering - Payment for Shares."
2. Fees and expenses incurred by the Fund in connection with the Offering will be paid for by Horizon, the investment manager to the Fund. Therefore, the full amount of subscription proceeds will be contributed to the Fund's assets. Funds received prior to the final due date of this Offering will be deposited in a segregated account pending allocation and distribution of shares. Interest, if any, on

4

subscription monies will be paid to the Fund regardless of whether shares are issued by the Fund; interest will not be used as credit toward the purchase of shares.

This prospectus contains important information that you should know before investing in the Fund. Please read it before making an investment decision and keep it for future reference. The Fund files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). You may make inquiries or obtain this information free of charge by writing to Renn Fund, Inc., c/o Horizon Kinetics Asset Management LLC, 470 Park Avenue South, New York, NY 10016, or by calling [phone]. Our Internet address is http://www.rencapital.com.Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website to be a part of this prospectus. You may also obtain information about us from our website and the SEC's website (http://www.sec.gov).

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved 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 December 2, 2021.

The Fund's Shares are listed on the NYSE American under the ticker symbol RCG.

Investment Adviser. Horizon Kinetics Asset Management LLC (the "Adviser") acts as the Fund's investment adviser. See "Management of the Fund." As of September 30, 2021, the Adviser, along with its affiliated investment advisers, managed nine open-end funds as well as separate accounts and private funds with combined assets with the Fund of approximately $6.53 billion. The Adviser's address is 470 Park Avenue South, Third Floor South, New York, NY 10016.

The Fund organized and wholly owns The Renn Fund, Inc. (Cayman) (the "Subsidiary"), a Cayman Islands limited liability company. The Subsidiary is advised by Horizon and acts as an investment vehicle in order to effect certain investments consistent with the Fund's investment objectives and policies specified in the Fund's prospectus and statement of additional information.

This prospectus sets forth concisely the information about the Fund that you should know before deciding whether to invest in the Fund. A Statement of Additional Information, dated December 2, 2021, (the "Statement of Additional Information"), and other materials, containing additional information about the Fund, have been filed with the SEC. The Statement of Additional Information is incorporated by reference in its entirety into this prospectus, which means it is considered to be part of this prospectus. You may obtain a free copy of the Statement of Additional Information and other information filed with the SEC, by calling toll free [phone] or by writing to American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219, or by visiting the Fund's website at http://www.rencapital.com.The Fund files annual and semi-annual stockholder reports, proxy statements and other information with the SEC. You can obtain this information or the Fund's Statement of Additional Information or any information regarding the Fund filed with the SEC from the SEC's website at www.sec.gov.

The Fund's Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any governmental agency.

You should rely only on the information contained or incorporated by reference in this prospectus. The Fund has not authorized anyone to provide you with different information. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus. The

5