BlackRock Technology & Private Equity Term Trust

DEF 14A 1 d890723ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

BlackRock Technology and Private Equity Term Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Shareholder:

A special meeting of the shareholders of BlackRock Technology and Private Equity Term Trust (formerly, BlackRock Innovation and Growth Term Trust) (“BTX” or the “Fund”) will be held on Thursday, April 17, 2025, at 10:00 a.m. (Eastern time) (the “Special Meeting”), to consider and vote on the proposals summarized below and discussed in the enclosed proxy statement. The Special Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the meeting but will be able to view the meeting live and cast their votes by accessing a web link.

The Fund’s Board of Trustees (the “Board”) approved revisions to the Fund’s principal investment strategies and changes to certain of the Fund’s investment policies effective February 20, 2025, which are discussed in detail in the enclosed proxy statement. Certain of the investment policy changes are subject to shareholder approval.

The Special Meeting is to seek shareholder approval of the proposed investment policy changes, which are as follows (together, the “Proposals”):

**The Board of the Fund unanimously recommends that you vote “FOR” each Proposal.**In connection with your vote, we urge you to read the full text of the enclosed proxy statement. Please be certain to vote by telephone or via the Internet or sign, date and return the proxy card you receive from us.

You have received this proxy statement because you were a shareholder of record of the Fund on February 19, 2025 (the “Record Date”).

We would like to assure you of our commitment to ensuring that the Special Meeting provides shareholders with a meaningful opportunity to participate, including the ability to ask questions of the Board and management. To support these efforts, we will:

during the Special Meeting. Participating shareholders who are beneficial shareholders (that is if they hold Fund shares through a bank, broker, financial intermediary or other nominee) will not be able to vote at the Special Meeting unless they have registered in advance to attend the Special Meeting, as described below.

Your vote is important. Attendance at the Special Meeting will be limited to the Fund’s shareholders as of the Record Date.

If your shares in the Fund are registered in your name, you may attend and participate in the Special Meeting at meetnow.global/MYRM5XG by entering the control number found in the shaded box on your proxy card on the date and time of the Special Meeting. You may vote during the Special Meeting by following the instructions that will be available on the meeting website during the Special Meeting.

If you are a beneficial shareholder of the Fund (that is if you hold your shares of the Fund through a bank, broker, financial intermediary or other nominee) and want to attend the Special Meeting you must register in advance of the Special Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Georgeson LLC, the Fund’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern time) three business days prior to the meeting date. You will receive a confirmation email from Georgeson LLC (through Computershare) of your registration and a control number and security code that will allow you to vote at the Special Meeting.

Even if you plan to attend the Special Meeting, please promptly follow the enclosed instructions to submit your voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating the proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

We encourage you to carefully review the enclosed materials, which explain the Proposals in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Special Meeting. You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form:

If you do not vote using one of these methods, you may be called by Georgeson LLC, the Fund’s proxy solicitor, to vote your shares.

If you have any questions about the Proposals to be voted on or the virtual Special Meeting, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at (866)529-6605.

Sincerely,

50 Hudson Yards, New York, NY 10001

IMPORTANT INFORMATION

FOR FUND SHAREHOLDERS

While we encourage you to read the full text of the enclosed proxy statement, for your convenience we have provided a brief overview of some of the important questions concerning the special meeting of shareholders (the “Special Meeting”) of BlackRock Technology and Private Equity Term Trust (formerly, BlackRock Innovation and Growth Term Trust) (the “Fund”) and the proposals to be voted on.

Questions and Answers

Proposal 1: To approve an amendment to the Fund’s fundamental investment restriction with respect to industry concentration to allow the Fund to concentrate its investments in companies operating in one or more industries within the technology group of industries.

Proposal 2: To approve a change in the Fund’s status from diversified tonon-diversified as such terms are defined under the Investment Company Act of 1940, as amended (the “1940 Act”).

The enclosed proxy statement describes the Proposals and provides you with other information relating to the Special Meeting.

Under normal market conditions, the Fund will invest at least 80% of its total assets in a combination of equity securities issued by U.S. andnon-U.S. technology companies and privately held companies. These investments can be in any market capitalization range and will be selected for their rapid and sustainable growth potential.

Technology and technology-related companies may include companies operating in any industry, including, but not limited to software, internet software & services, IT services, hardware, communications equipment, semiconductors and semiconductor equipment, media, internet retail, consumer finance, life sciences tools & services, biotechnology, defense/aerospace, diversified telecom services and wireless telecom services. The Fund may invest in both developed and emerging markets. BlackRock Advisors, LLC, the Fund’s investment adviser (the “Adviser”), determines, in its discretion, whether a company is a technology or technology-related company.

The Fund may invest in companies of any market capitalization located anywhere in the world, including companies located in emerging markets. Equity securities in which the Fund may invest include common stocks, preferred stocks, convertible securities, warrants, depositary receipts, exchange-traded funds and equity interests in real estate investment trusts and master limited partnerships.

The Fund may invest in shares of companies through initial public offerings. The Fund may also invest, without limit, in privately placed or restricted securities (including in Rule 144A securities, which are privately placed securities purchased by qualified institutional buyers), illiquid securities and securities in which no secondary market is readily available, including those of private companies. Issuers of these securities may not have a class of securities registered, and may not be subject to periodic reporting, pursuant to the Securities Exchange Act of 1934, as amended.

Further, subject to shareholder approval of the Proposals, the Fund will concentrate its investments in companies operating in one or more industries within the technology group of industries and will operate as anon-diversified fund.

If shareholders do not approve Proposal 2, the Fund’s diversification classification will not change and the Fund will continue to be classified as diversified under the 1940 Act.

In the event that shareholders do not approve Proposal 1 and/or Proposal 2, the Fund will continue to be managed in accordance with the Fund’s principal investment strategies and policies described in detail in Appendix A to the enclosed proxy statement, except that the Fund will be restricted from concentrating its investments in a particular industry and the Fund will be subject to the diversification requirements of the 1940 Act.

You may also vote at the meeting; however, even if you plan to attend the virtual meeting, we still encourage you to provide voting instructions by one of the methods discussed above. In addition, we ask that you please note the following:

If your shares in the Fund are registered in your name, you may attend and participate in the meeting at meetnow.global/MYRM5XG by entering the control number found in the shaded box on your proxy card on the date and time of the meeting. You may vote during the meeting by following the instructions that will be available on the meeting website during the meeting.

Also, if you are a beneficial shareholder of the Fund, you will not be able to vote at the virtual meeting unless you have registered in advance to attend the meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Georgeson, the Fund’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern time) three business days prior to the meeting date. You will receive a confirmation email from Georgeson (through Computershare) of your registration and a control number and security code that will allow you to vote at the meeting.

Even if you plan to attend the Special Meeting, please promptly follow the enclosed instructions to submit your voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating the proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

Your vote is important. To avoid the wasteful and unnecessary expense of further solicitation and no matter how large or small your holdings may be, we urge you to indicate your voting instructions on the enclosed proxy card, and if received by mail, date and sign it and return it promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet. If you submit a properly executed proxy card but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the Proposals in the enclosed proxy statement. If your shares of the Fund are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Special Meeting.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON****APRIL 17, 2025

To the Shareholders:

A Special Meeting of the Shareholders of BlackRock Technology and Private Equity Term Trust (formerly, BlackRock Innovation and Growth Term Trust) (NYSE Ticker: BTX (formerly, BIGZ)) (the “Fund”) will be held on Thursday, April 17, 2025, at 10:00 a.m. (Eastern time), to consider and vote on the following proposals (the “Special Meeting”), as more fully discussed in the accompanying proxy statement. The Special Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Special Meeting but will be able to view the Special Meeting live and cast their votes by accessing a web link.

Your Board unanimously recommends that you vote “FOR” each Proposal.

Shareholders of record of the Fund as of the close of business on February 19, 2025 are entitled to vote at the Special Meeting and at any adjournments, postponements or delays thereof.

Please be certain to vote by telephone or via the Internet or sign, date and return each proxy card you receive from us.

If you have any questions about the Proposals to be voted on or the virtual Meeting, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at (866)529-6605.

By Order of the Board,

50 Hudson Yards, New York, NY 10001

TABLE OF CONTENTS

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SPECIAL MEETING OF SHAREHOLDERS

****APRIL 17, 2025