Pre-IPO

TSG’s Pre-IPO funds allow both individual and institutional investors to invest in late-stage, VC-backed private companies prior to a liquidity event (typically an IPO). TSG clients are able to acquire shares of pre-IPO companies much like purchasing public stocks, with the key difference being that pre-IPO shares are far less accessible to the general investing public.

PRE-IPO Investing

Pre-IPO, which is shorthand for pre-initial public offering, is a subset of private equity investing that focuses on late-stage companies which are projected to be nearing a liquidity event (most commonly an IPO). 

VC Timeline Explained
Pre-IPO investors invest toward the later stages of a private company’s funding history.

Pre-IPO investors typically do not participate in funding rounds (i.e., they are not primary investors who are investing directly into the company). Instead, Pre-IPO investors acquire ownership in these late-stage private companies through the private secondary market where existing shareholders, such as employees or early investors, sell their shares to Pre-IPO investors. 

Why it matters

The Pre-IPO investment arena surged in popularity throughout the 2010’s as a result of companies remaining private for longer periods (as compared to previous decades). This trend created two issues: 1) shareholders found themselves illiquid much longer than anticipated. Early employees seeking liquidity with their appreciating, highly valued shares had no marketplace to sell their shares. Early investors, such as angel investors and earlier-stage VC firms, also found it difficult to seek liquidity, whether to realize profit from substantial private market growth and / or to free up liquidity for another early-stage investment, and 2) accredited investors with an appetite for exciting, rapidly growing private companies had no marketplace through which to access them. These pain points were the catalyst for the emergence of the private secondary market, which allowed shareholders to free up liquidity by offering their shares to other investors. The rise of this market provided access to some of the most sought-after multibillion-dollar private companies to a much wider base of investors (both institutional and individual).

In the early 2010s, major companies like Facebook (NASDAQ: FB), Twitter (NYSE: TWTR) and Spotify (NYSE: SPOT) rose in popularity and were the top Pre-IPO investments of the era. By the late 2010’s, other large, private companies experienced a surge in Pre-IPO demand as well. These brands included Uber (NYSE: UBER), Pinterest (NYSE: PINS), Palantir Technologies (NYSE: PLTR), Airbnb (NASDAQ: ABNB), WeWork (NYSE: WE) and Coinbase (NASDAQ: COIN). The demand grew as more companies saw a need to offer liquidity to their private shareholders.

Currently, there are more “unicorns” (privately-held companies with a valuation of at least $1 billion) than at any other point in history. Some of these valuations have certainly been earned / warranted, but there are a fair number of these companies that will inevitably experience valuation decreases. WeWork offers a cautionary tale: a company being dubbed a unicorn does not guarantee a successful investment. In 2019, WeWork was valued at $47 billion. After a series of public mishaps that concluded with the termination of founder & CEO Adam Neumann (not to mention a questionable business model), WeWork’s valuation dropped precipitously to less than $10 billion. As of early 2022, WeWork’s valuation stands at approximately $6 billion.

The WeWork example (and others like it) is precisely why The Spaventa Group (“TSG”) spends countless hours and resources on valuation analysis, research and exhaustive due diligence. In combination with the knowledge gained through our extensive institutional network, we are able to pinpoint the opportunities that we believe will generate significant returns for our clients.

Pre-IPO investing can be very lucrative IF you make the right investment selections: Airbnb was valued at $20B Pre-IPO and is currently valued at $95B in the public markets; Coinbase was valued at $15B Pre-IPO and is currently valued at $50B; Palantir was valued at $12B Pre-IPO and is currently valued at $35B. Utilize TSGs investment research and white glove service to make the best Pre-IPO investment decisions for you.

How to get involved | The Process

The Spaventa Group conducts extensive research and due diligence on the late-stage, private company ecosystem. Based on proprietary valuation analysis and our internal investment metrics, we arrive at an investment thesis on many different companies, and ultimately select the most attractive Pre-IPO opportunities. TSG then acquires interest in these companies by: 1) directly purchasing shares from a selling shareholder(s), or 2) indirectly purchasing shares via interest in a private investment fund that owns the shares. Regardless of the acquiring method, the private company interest is held within the TSG portfolio, and is offered to both new and existing clients via our family of funds.

If you are interested in Pre-IPO investing, you can contact TSG via phone or email. The investment process itself is easy and efficient:

  1. Speak with a TSG Investment Consultant: one of our Investment Consultants will verify your accredited investor status. If you are not accredited ($200,000 annual income OR $1,000,000 net worth excluding primary residence OR $300,000 annual income jointly with a spouse), you do not qualify and cannot invest with us.
  2. Current Open Investments: your TSG Investment Consultant will explain any funds with open Series in which you can invest.
  3. Investment Documents: if interested, our back office will send you all relevant materials, including a Subscription Agreement (“SA”), a Private Placement Memorandum (“PPM”), and a proprietary TSG Company Report on your investment of interest.
  4. Indication: if you decide to proceed with an investment, you will need to complete the SA and state your desired investment allocation. As a reminder, our firm conducts business with individuals as well as entities such as trusts, corporations, LLC, and self-directed retirement plans.
  5. Funding: after sending your completed SA to our back office (whether electronically or via mail), you must fund your investment via check or wire transfer. TSGs Fund Manager will confirm receipt of your investment funds as soon as we receive them.
  6. Online Access: our Fund Manager will set you up with online access so you can access all of your documentation directly through our web portal (located on our website).
  7. Confirmation: our Fund Manager will then upload a document confirming your investment directly to your online client portal (typically within 48 hours). See “How Do I Know My Investment Is Secure? | How Do I Know Your Firm Owns The Shares?” under the FAQ section for more information.
  8. Relationship: our firm and your designated Investment Consultant will keep you abreast of any significant developments with your investment(s) as we continue to strengthen our relationship.

Why the Spaventa Group

The Spaventa Group is a leader in the Pre-IPO space and has built a stellar reputation as one of the top Alternative Investment firms in the industry. TSG is highly selective and analytical, and conducts exhaustive due diligence on every investment selection. We take pride in the level of white glove service we provide and strive to establish lifelong relationships with our clients. We understand that the only way to maintain long term client relationships and extend our reach through client referrals is to stand out when compared to all other investment firms and professionals (not just those in the Pre-IPO space). We recognize that both existing and prospective clients alike must have trust and confidence in us. We know that you expect full transparency and an open dialogue throughout our relationship, and we always strive to outperform your expectations. 

We believe that we are the best Alternative Investment firm in the industry and feedback from our existing clients has confirmed that belief. We look forward to establishing and maintaining a relationship with you. 

Current Investments

FAQ's

What Is A Pre-IPO Stock?

A Pre-IPO stock (or Pre-IPO investment) is an investment in a late-stage, venture capital-backed private company that is expected to go public, or experience some other liquidity event (such as an acquisition), within the next 2 to 5 years. Please note that The Spaventa Group prefers not to use the term “Pre-IPO”, as it implies that a company will definitely go public when in actuality, there is no guarantee that any company will undergo an IPO within a specific timeframe (or at all). Pre-IPO is the commonly used industry term, but investors need to be aware of the nuances. 

How To Invest In Pre-IPO Stocks

The Spaventa Group is a leading firm in the Alternative Investment space and has a superior level of expertise in Pre-IPO investing. Although individuals can invest in Pre-IPO stocks via various online platforms and other dedicated “Pre-IPO firms” that operate in the shadows, TSG is a comprehensive Alternative Investment firm that combines white glove service with meticulous investment analysis and exhaustive due diligence to provide our clients with an unmatched investing experience. You can contact TSG via phone or email, and one of our Investment Consultants will reach out to you for further discussion. After confirming your status as an accredited investor, we can begin the investment process as described above under “The Process” in our Pre-IPO primer.

Do I Own The Pre-IPO Stock?

No. You will own interest in one of our private investment funds which owns the company’s shares directly or indirectly (via another investment fund). You will technically own “units” of  a “series” which represent interest in a specific company. These units will translate one-for-one to that company’s shares post-liquidity event. We do not offer stock directly to clients.

How Do I Know My Investment Is Secure? | How Do I Know Your Firm Owns The Shares?

TSG purchases its shares directly or indirectly (via another fund), and holds these shares, or interest in these shares, within the TSG portfolio. Once our firm receives certifications from a selling shareholder or confirmations from the fund in which we have invested, we then offer these interests to our clients via one of TSG’s funds. Once you sign a Subscription Agreement indicating interest for a specific investment series within our fund and fund your investment, you will receive documentation from our firm confirming your investment within 2 to 3 business days. There are extremely rare instances where our firm will NOT own interest in a specific company and will be in the process of closing on an investment (for example, if we are waiting for a ROFR [another tab link to investopedia] period). On these rare occasions, our team will be transparent and notify you that there will be a waiting period prior to us closing on said interest. In these situations, we cannot send a confirmation document until we are officially confirmed ourselves. In these rare situations, our clients typically receive confirmations within 30 days. 

Do You Have To Be An Accredited Investor To Invest In Pre-IPO Stock?

Yes. Per SEC rules, you must be an accredited investor to invest Pre-IPO. For individuals, an accredited investor is someone who maintains an annual income of at least $200,000 for the previous 2 calendar years OR maintains a net worth of $1,000,000 excluding his / her primary residence OR maintains an annual income of $300,000 jointly with a spouse. Our firm also conducts business with entities such as trusts, corporations, LLCs and partnerships, as well as institutions like QIBs, hedge funds, family offices and charitable organizations.

Can I Invest In Pre-IPO Stocks With A Self-Directed Retirement Plan?

Yes. And although investing via a self-directed IRA is the most common vehicle for Pre-IPO investing, you can also invest with a non-directed retirement plan. You can contact us via phone or email, and one of our Investment Consultants will reach out to you with more information.

How Is The Spaventa Group Different From Other Firms That Offer Pre-IPO Investments?

Our firm adheres to our “Core Four” values of innovation, integrity, client commitment and standards of excellence. We maintain outstanding relationships with all of our clients and go above and beyond to not only meet our clients’ standards, but exceed them. We have heard horror stories from some clients who have done business with other, substandard firms and we are nothing like them. TSG has already built a solid reputation with both our clients and our professional network, and we relish the opportunity to continuously affirm our status as the best Alternative Investment firm in the industry.

Is The Spaventa Group Registered Or Regulated? | How Are You Compliant?

The Spaventa Group is not a brokerage firm –  we are an Alternative Investment firm that creates and manages a family of investment funds. As such, we are not registered with any governing body that regulates broker-dealers. The individual funds that we offer to investors are filed with the SEC under Regulation D, but TSG itself is not registered with any specific governing body (nor is this required). TSG considers compliance as a crucial component to our business. We monitor all who are contracted and / or employed with the firm for both quality control and compliance. We also maintain strict cybersecurity and internal controls, conduct KYC protocols (such as AML checks on all new clients) and stay abreast of industry developments in real time. Additionally, per SEC regulations, our clients are exclusively accredited investors.

What Other Asset Classes Does The Spaventa Group Investment In?

Our firm is a leading Alternative Investment firm. Alternative Investments are non-traditional investments like Venture Capital, Pre-IPO, Digital Assets, Art, Real Estate, Hedge Funds, etc.

Currently, we offer investment opportunities in Venture Capital and Pre-IPO, and we recently launched both a Digital Asset and Real Estate initiative within our internal portfolio. We will begin offering our clients exposure to these asset classes in the very near future.

What Happens When My Investment Goes Public?

It depends on the method of going public. Traditionally, a company will go public via IPO and there will be a 6 month “early investor lockup” restriction in place. In this common scenario, early investors are restricted from selling their shares for a period of 6 months after the IPO date.  Other methods of going public include: 1) the company listing directly on an exchange (which typically does not involve the early investor lockup period, and 2) the company going public via a special purpose acquisition company (or “SPAC”), where each deal has its own specific terms. Regardless of the way your investment goes public, once the restriction is lifted on the shares, our fund will begin the process of transferring your interest in our fund to the underlying unrestricted shares you own (less any carry-fee attributable to your investment). Companies may also get acquired in the private market and terms are dependent on each specific deal. Please note that there is no guarantee that any Series you invest in will go public and that there is always a possibility for an investment interest to stay private.

Where To Buy Pre-IPO Stocks?

The Spaventa Group, of course!

Can I Sell Pre-IPO Stocks?

Although The Spaventa Group utilizes its robust institutional network to acquire Pre-IPO shares, we may occasionally purchase shares or interest in Pre-IPO shares from individual investors. In order for our firm to do so, we would have to verify the source of the investment (e.g., if the interest is owned via an SPV), conduct all appropriate KYC procedures, and determine the likelihood of ROFR [another tab link to investopedia] (if acquiring insider shares). The Pre-IPO shares or interest you offer would also have to be on our existing prospective investment list, and the potential offering to us would need to have a minimum size of $5 million.

How Often Does The Spaventa Group Invest In Pre-IPO Stocks?

We typically select 3 to 5 Pre-IPO investments per calendar year after conducting rigorous valuation analysis and exhaustive due diligence.

Where Can I Find Real Time Pre-IPO Prices?

Because these companies are still private, there is no “live” pricing. Our firm can monitor pricing movement on the institutional side, but this information is strictly for internal use.

What Platforms Can I Use To Buy Pre-IPO?

TSG will assist you with your Pre-IPO investment. White glove service and speaking to an actual Investment Consultant is highly recommended.

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