Private markets
How does pre-IPO investing actually work?
Getting exposure to a company before it lists is less about finding an offer than about understanding what you would own, what it costs, who is allowed to sell it, and whether the company recognises the transfer. This section explains each of those.
Facts checked 7 Oct 2026 · By Dipankar Sarkar · Education only — not an offer
Primary rounds
The company sells new shares to investors it chooses. Late-stage rounds are institutional and by invitation; individuals rarely get direct access.
Tender offers
The company organises a sale of existing shares by employees and early holders to approved buyers, at one price. Stripe, OpenAI and Anthropic all use them.
Secondary transfers
An existing holder sells shares to a new buyer. Usually needs board approval and is subject to a right of first refusal, so many attempted transfers never close.
SPVs and funds
You buy an interest in a vehicle that holds shares, or claims to. You pay its fees and carry, you are not on the company's cap table, and some companies void SPV transfers.
Companies
Status, valuation history, and each company's published rules on SPVs and transfers.
Structures
SPV vs direct shares
What you own, what you pay, and what can go wrong in each.
Structures
How much carry is normal?
Typical upfront fees, annual fees and carry, and how layering compounds them.
Structures
Pricing, ROFR and approval
Why secondary prices differ from round prices, and why deals fail to close.
Access
Who can invest, by country
US accredited investors, UK high-net-worth and sophisticated investors, and India's LRS rules.
Calculator
Compare an offer
See what an SPV offer is really equivalent to once fees and carry are counted.
Interest register
Tell us what you want
Company, amount, structure and terms. A research register, not an order.
Frequently asked questions
- How can an individual or family office invest in a company before its IPO?
- There are four common routes: a company-approved primary round, a company-run tender offer, buying existing shares in a secondary transaction the company approves, or buying an interest in a vehicle (an SPV or fund) that holds the shares. Each depends on the company's transfer restrictions, and most are limited to investors who meet eligibility tests such as US accredited-investor status.
- What is an SPV in pre-IPO investing?
- A special purpose vehicle is a company or LLC formed to hold shares in one private company on behalf of several investors. You own an interest in the SPV, not shares in the company, and the SPV manager usually charges an upfront fee, an annual fee and carried interest on any gain.
- Do private companies allow their shares to be resold?
- Usually only with approval. Late-stage private companies typically require board consent for transfers and hold a right of first refusal, and several (including Anthropic, OpenAI and Stripe) have published that unapproved transfers, SPV interests or forward contracts are void.
- Is Esploro a broker or a marketplace?
- No. Esploro explains how private-market structures work and keeps a register of investor interest to inform its research. It does not offer, sell, arrange or negotiate transactions in any security and holds no inventory.
Tell us what you're trying to acquire
Describe the exposure you want — or the offer you already have.
We keep a register of investor interest to understand where private-market demand is and on what terms. It is not an order and we do not arrange transactions. Or run an offer you've received through the calculator first.