Pre-IPO Education
Pre-IPO Education

Much of today's growth happens before the IPO.

An educational resource on investing in late-stage private companies: how the Pre-IPO markets work, how SPVs give accredited investors access, and exactly what to know before you commit client capital.

0 yrs
Avg. time a company stays private before IPO
0K+
U.S. private companies with $100M+ revenue
0%
Decline in U.S. public company count (30 yrs)
$0B
U.S. venture secondary volume (2025 est.)

Educational information only. Not investment advice, and not an offer or solicitation to buy or sell any security. Available to accredited investors. Figures are approximate, drawn from third-party industry sources, and available on request.

01
01
Fundamentals

What is Pre-IPO investing?

Pre-IPO investing means buying shares in private companies before they list publicly. These aren't early-stage startups. They're high-growth, venture-backed late-stage companies like OpenAI and Anthropic, with proven models and substantial revenue.

Why private markets matter now

Companies are staying private longer, and creating more value than ever.

Over the past 30 years the number of U.S. public companies fell by half, while companies now stay private for an average of 13 years before IPO, up from 4 in 1999. The highest-growth phase of today's most important companies is happening outside public markets.

0%of U.S. companies with $100M+ in revenue are private

The illiquidity premium

Capital is typically locked up for 2 to 10 years until an IPO or acquisition. In exchange for that reduced flexibility, investors may seek the potential for higher returns, though higher returns are not guaranteed and loss of capital is possible.

Exclusive access

Private companies disclose less than public ones. That creates real risk, but also opportunity for advisors willing to do their homework and offer clients exclusive access.

Access to growth

For some companies, Pre-IPO may be one of the few ways to gain exposure before a public listing. Outcomes vary widely, and many private companies never go public or are acquired.

The opportunity

Private markets are large and growing.

Retail investor portfolios have historically had no way of accessing private companies.

$0T
Private markets AUM across PE, private credit, real estate & infrastructure
<0%
Typical retail investor allocation to private markets
20%-50%
What institutional investors allocate to private markets today
Retail investors
<3%
Institutions
20% to 50%
Source: Bain. For educational purposes only.
02
02
Structures

How SPVs enable access

Accredited investors gain access to private companies through a Special Purpose Vehicle, or SPV.

The access vehicle

Special Purpose Vehicle

Clients invest in a single private company through a Special Purpose Vehicle, a Delaware series LLC that pools capital from accredited investors and holds shares of the private company. Minimums typically start at $10,000 to $25,000.

Exposure is concentrated, so understanding the company well is essential.

$10K to $25K minimumConcentrated exposureOne company
Investor Investor Investor SPV Delaware LLC Company shares Investors pool capital; the SPV holds the shares.
03
03
Mechanics

How an SPV works

Private companies don't want hundreds of individuals on their cap table, and most people can't meet the minimums to buy shares alone; a single block can require $20M or more. An SPV solves both: it's a Delaware LLC that pools accredited investors and appears as one clean entity on the company's cap table. Clients own membership interests in the SPV; the SPV owns the shares.

Try it: ownership example

See what a client’s stake looks like

Client investment$10,000
$5,000$100,000
Assumptions: the SPV raises $1,000,000 and buys 10,000 shares of Company X at $100 per share. Clients’ investor rights are formalized in the Subscription Agreement. Illustrative only.
Client’s share of the SPV
1.0%
Indirect ownership
100 shares
of Company X, held by the SPV on the client’s behalf

Safeguards built into the structure

Approval

Company approval

Every private company formally approves the share transfer.

Legal

Legal documentation

The Subscription Agreement establishes legally enforceable rights to the SPV's assets, with clients’ proportional ownership clearly defined.

Oversight

Regulatory oversight

MMM Securities operates as a FINRA member broker-dealer and alternative trading system. All transactions are conducted in accordance with federal securities laws.

Diligence

Transaction diligence

MMM Securities conducts due diligence on all SPV offerings. Altruist Financial holds SPV interests under custody.

04
04
Lifecycle

The SPV lifecycle

From formation to distribution, every SPV follows the same five-stage path. Select a stage to explore it.

01

Formation

The SPV is established as a Delaware LLC to hold shares of one specific private company. Each SPV is a distinct legal entity, bankruptcy-remote from every other deal.

05
05
Documentation

Key documents clients receive and review

Operating agreement

The Operating Agreement defines the terms and structure of the SPV.

Private placement memorandum

The formal legal offering document describing structure, terms, and risks for each individual deal.

Subscription agreement

The binding contract that formalizes investors’ rights as SPV members and reaffirms clients’ accredited-investor status.

Risk factors document

A summary of the principal risks specific to the company and the SPV, including illiquidity, concentration, and potential loss of capital.

06
06
Diligence

How to evaluate an opportunity

In an SPV, client returns depend entirely on how one company performs. This is not a diversified fund, so thorough research is essential before committing capital.

Monark provides extensive research inside Altruist

Research

Third-party research reports

Monark provides third-party research reports covering each private company displayed in the Altruist platform.

Valuation & pricing

Real-time pricing data

Monark provides real-time pricing data and funding-round data for each company displayed in the Altruist platform.

News feed

Live company news

Monark provides a live news feed covering company updates and partnerships displayed in the Altruist platform.

07
07
Getting started

The investment process

Five steps, from confirming eligibility to funding a client’s allocation.

Step 1 of 5

Confirm accredited status

Meet one qualifying criterion before clients can participate.

Are you an accredited investor?

Pre-IPO investments are available to accredited investors only. Select any that apply to you. This quick check is illustrative only and is not a determination of eligibility or investment advice.

Select a criterion above to check your eligibility.
08
08
Discipline

Best practices for discussing Pre-IPO with clients

Three habits that keep Pre-IPO conversations with clients disciplined and grounded.

Invest in what you understand

Start with companies whose product, model, or market you can genuinely evaluate. Familiarity is a real analytical advantage.

Build a diversified portfolio

Avoid concentrating clients’ private-market allocation in one company. Spread exposure across names, sectors, and stages over time.

Match capital to horizon

Holding periods run 2 to 10 years. Only invest capital you can afford to have illiquid for that entire window.

Coming soon · What's next

Pre-IPO SPV access, natively in Altruist

The same embedded experience, extended to late-stage private companies, with curated Pre-IPO opportunities, when available, delivered through the same digital subscription, custody, and reporting workflow, powered by Monark.

Company names shown are illustrative examples of late-stage private companies only. They are not currently offered and do not represent a partnership, endorsement, recommendation, or an offer of securities, and are subject to change.

Important information

Risks & disclosures

Understand these risks before investing.

Client capital is illiquid for years, with no guarantee of an early exit.

Not every company goes public or is acquired.

Clients could lose their entire investment.

Information is more limited than with public securities.

Only invest capital clients can afford to have locked up.

Available to accredited investors only.

This communication is provided by Monark Capital Management ("Monark"), an exempt reporting adviser not registered with the SEC as an investment adviser. Securities transactions, if any, may be effected through MMM Securities LLC, an affiliated broker-dealer and Member FINRA/SIPC, where required by applicable law. This communication is intended solely for investment advisers, institutional investors, family offices, and other financial professionals and is provided for informational purposes only. It does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation regarding any security or investment strategy. Any offering will be made only through definitive offering documents to investors meeting applicable eligibility requirements. Information regarding issuers, pricing, transaction structures, availability, or anticipated deal terms is indicative only, may be based in part on third-party information that has not been independently verified, and is subject to change or withdrawal without notice. Nothing herein constitutes a firm offer, commitment to transact, or valuation. Investments in private companies and pre-IPO securities are speculative, illiquid, and involve substantial risks, including the possible loss of principal. Past performance is not indicative of future results. Monark Capital Management and its affiliates may sponsor, advise, manage, or receive compensation in connection with the investment opportunities described herein, creating potential conflicts of interest. Additional information regarding fees, compensation, and conflicts of interest will be provided in the applicable offering documents. This communication is confidential and intended only to persons with whom Monark, MMM Securities, or their affiliates have a pre-existing substantive relationship. It is not a general solicitation or advertisement and may not be reproduced or distributed without the prior written consent of Monark Capital Management.