How to Invest in Pre-IPO Companies Like a VC

Why Private Companies Stay Private Longer

Financial markets used to be rich in early opportunities to invest in companies at early stages, with IPO happening as soon as possible to give promising startups the funding they needed to grow.

This has progressively changed, as VC (Venture Capital) funds grew deeper pockets and could fund rounds after rounds of private fundraising.

Since 2000, the number of IPOs has steadily declined, and the companies doing IPO are a lot older, with a median age of 14 years for VC-backed IPOs in 2024.

Source: Forge

As a result, some of the most important and talked-about companies like OpenAI, SpaceX, Anduril, Stripe, and Discord are still privately held, keeping the greater investing public locked away from the opportunity.

A key reason is that the intense scrutiny and stock price volatility coming with a public listing have come to be seen as detrimental to the company’s growth.

Some at SpaceX who have not been through a public company experience may think that being public is desirable. This is not so.

Public company stocks, particularly if big step changes in technology are involved, go through extreme volatility, both for reasons of internal execution and for reasons that have nothing to do with anything except the economy.

This causes people to be distracted by the manic-depressive nature of the stock instead of creating great products.

Elon Musk

It might be true that public listing is no longer the ideal path for most companies. But this also means that many investors are locked away from the stage where great companies are growing exponentially, and the gains for investors are the largest.

Luckily, markets tend to always find a way to respond to investors’ demands. This is the case with pre-IPO companies, with the development of so-called secondary platforms, giving access to stocks that are not publicly traded to investors without millions in their accounts and VC credentials.

Understanding Secondary Platform Investing

Private companies aren’t traded on public exchanges, so investing typically involves finding a willing seller and navigating company-specific rules and approval processes. Secondary platform marketplaces help streamline this by connecting buyers and sellers and managing the transaction flow.

When picking a secondary platform, investors need to first see if they are able to access it, with limits put on who can qualify.

Generally, only accredited investors can access the pre-IPO marketplace. They have to have $1 million in net worth, excluding their primary residence, or earned income over $200,000 (or $300,000 with a spouse or partner) for the past two years. So this is reserved for the somewhat wealthy, although it does not require a $5M VC fund either.

Another even more restricted category is a qualified purchaser, who needs more than $5 million or $25 million (depending on the type) in investments.

They then should look at the platform’s fees, the liquidity of potential investment, and any lockup clauses on the shares.

This question of liquidity is important, as most pre-IPO investments will be long-term investments, with limited possibilities to exit a position. This is often ignored by investors with less experience, who might discover their money is locked up when they need it.

Another potential issue to be aware of is the challenge of performing due diligence. Pre-IPO companies often have less frequent or less clear reporting of the business status than publicly listed companies. This means that an investment can turn out to be a lot more risky than it initially appeared.

Comparing Secondary Platforms

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Secondary Platform Investment Risks

Due Diligence

As mentioned before, due diligence is one of the largest risks in investing in pre-IPO companies.

Besides reading news, a broker who may have access to other sources of information can help better understand the company’s position.

Valuation

Another potential problem is valuation opacity. Previous deals might not reflect the current value of the company, especially if they occurred some time ago. This can lead investors to pay an amount they have no idea truly reflects how much the company is worth.

This opacity can also lead to long and time-consuming negotiations between the seller and the buyer.

Regulations

Regulatory complexity is also another potential issue. All private securities transactions must comply with SEC Rule 506(b) or 506(c) under Regulation D and applicable state blue sky laws.

These regulations are linked to the accredited investor status, and the secondary platforms generally help investors to check that everything is done properly while onboarding them.

Still, strict adherence to regulations is an absolute must to access pre-IPO markets.

Taxes

General Taxes Rules

Investors in the secondary market and other types of owners of pre-IPO shares need to comply with all relevant tax rules. For example, the value of a stock option or directly purchased shares.

Sales of Pre-IPO shares often require detailed documentation, including 409A valuations to establish fair market value.

Post-IPO sales are more straightforward, but the purchase price and holding period will still need to be reported correctly to the IRS.

Qualified Small Business Stock (QSBS)

A rule to keep in mind is about Qualified Small Business Stock (QSBS).

To qualify, the company needs to be an active business that is incorporated as a U.S. C corporation.

It also should have gross assets of $75M or less at all times before and immediately after the equity was issued (or shares issued before July 4, 2025, the gross assets threshold is $50M). Some business types are also excluded from the QSB status.

Investors and business owners meeting certain criteria can receive significant tax benefits by holding QSBS.

Generally, the longer an investor holds a QSBS, the better the tax benefits; potentially up to 100% exclusion of tax on capital gains.

Overall, due to the potential complexity and unexpected tax liabilities, it is likely that consultation with a tax specialist will be a good option for investors looking to sell their assets bought pre-IPO.

Secondary Platforms Vs Angel Investing

Angel investors are most of the time required to be qualified investors, the same way as for investors in secondary platforms.

The difference is that angel investors tend to be a lot more involved with the fundraising process, and might be doing this activity full-time. They notably identify potential investment opportunities through angel networks, personal connections, pitch events, or online platforms.

Angel investors are also generally involved with deal structuring and the specific terms agreed between the investors and the company’s founders. As such, angel investing is generally a more professional activity and starts at an earlier stage of the company’s life cycle, where valuations are lower and risks are higher.

In contrast, secondary markets tend to concern relatively mature private companies, with a valuation and reputation making it attractive for all types of qualified investors, including people who have never acted as angel investors.

How A Secondary Market Purchase Works

An investor who matches the criterion to be registered as a qualified investor might have a good understanding of the potential of a given company, whose progress he has followed for a few years, for example, SpaceX.

He might also have a direct understanding of the technology involved through his personal expertise.

He read articles about how to invest in SpaceX pre-IPO stock and looked at the list of secondary marketplaces offering this stock in particular.

He then registers with the secondary platform, gets his accredited investor status checked, and gets access to the platform interface.

This gives him access to SpaceX stock from some of the company’s employees looking for liquidity or other investors on the platform who have bought the stock earlier.

If everything goes to plan, SpaceX’s new rocket Starship will be a technical and commercial success,  giving the company a lead in the market of orbital lifting. The company might become increasingly famous as the Starlink Internet satellite network densifies, or as the company performs Moon or even Martian landings.

A few years after the initial investment, SpaceX’s valuation kept rising at each funding round. If an IPO is still not in order, then possibly the increased popularity of the company means that many new qualified investors are interested in buying the stock at a higher price.

Or alternatively, the SpaceX stocks can be kept even longer, waiting for the IPO or a later higher valuation in the private stock marketplace.

Conclusion

Secondary platforms for pre-IPO stocks are a good option to access companies that are normally unreachable for most investors.

This is still a market mostly limited to accredited investors, due to the regulations associated with privately-held companies and the risks that come with them.

Indeed, it requires a more sophisticated approach and more effort, as valuation, liquidity, and due diligence are all more complex than with publicly-listed shares. In exchange for these difficulties, investors can get access to great companies with still a lot of potential and ideally growing at an exponential rate for several years after their purchase.

The growth of secondary investing marketplaces also reduces some of the problems with private equities, with, for example, a higher likelihood of finding a buyer for a sale after a few years, even if the IPO is still nowhere on the horizon.

Overall, pre-IPO secondary marketplaces should be considered as a whole in the composition of an investment portfolio, with their size measured in respect of the liquidity, risks, and composition of the rest of a person’s portfolio.