Secondary & Pre-IPO Markets

Technical reference for private-company secondaries, SPV wrappers, feeder funds, ROFR mechanics, private-placement documents, and liquidity risk.

Single-Layer SPV

A fund wrapper that holds the target shares directly, with one layer between investor and asset.

A vehicle that invests into another fund, adding a second layer of fees, documents, and liquidity terms.

Company repurchase rights that can block, delay, or re-route private-company share transfers.

Issuer or manager approval rights that can determine whether a private-market transfer closes.

Contractual, securities-law, tax, and platform limits on transferring private shares or SPV interests.

Restrictions that prevent private-company shares or fund interests from being sold for a period of time.

Issuer-approved liquidity programs for employees, early investors, or selected shareholders.

SEC notice filing for exempt private offerings under Regulation D.

The controlling disclosure document for private funds, SPVs, and feeder vehicles.

Private fund exemption generally limited to 100 beneficial owners.

Private fund exemption for vehicles owned only by qualified purchasers.

Eligibility standard for many Reg D private offerings.

Higher Investment Company Act threshold often required for 3(c)(7) funds.

Advisers Act status relevant to performance fees, incentive allocations, and carried interest.

Employee equity that usually requires both service vesting and a liquidity event before settlement.

Financing used to exercise private-company options and cover related tax costs before liquidity.

Private-company common-stock valuation used for option grants and tax compliance.

The gap between buyer price, seller proceeds, platform fees, and reference valuations.

Sponsor performance economics on single-asset private-market SPVs.

Valuation discount for assets that cannot be sold quickly or reliably.

How stale marks and manager-estimated NAVs can diverge from executable secondary prices.