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Strategy · Tokenized pre-IPOFor professional investors

Tokenized pre-IPO: late-stage companies, one SPV per deal.

The strategy buys shares in late-stage private companies, mostly from early holders and below the last funding round where possible, through one SPV per company. It targets a gross multiple of 2x to 3x over a 3 to 5 year hold.
Target gross multiple
2–3x
Target entry
10–30% below last round
Holding period
3–5 years
Minimum
$50,000 per deal

Targets, not guarantees. Capital at risk. Figures are indicative until the fund documents are issued.

Line drawing of an office tower inside a frame, with tokens along a rising path

Pre-IPO Strategy

Tokenized pre-IPO investing means owning a share of an SPV that holds a private company's stock before an IPO or a sale, with your interest recorded on a tokenized register. The return depends on the price paid on the way in and the value at the exit; there is no income while the company stays private.

The strategy

Buy well, check the shares, hold to the exit.

Companies stay private for longer, and much of their growth now happens before they list. Early employees and funds often want to sell part of their shares before an IPO, and they accept a discount to the last round for an early, certain sale.

The strategy focuses on late-stage companies (Series C and later) with revenue, institutional investors and a credible path to an IPO or a sale within three to five years. It targets entry prices 10% to 30% below the company's last round.

Each company gets its own SPV, so investors choose deal by deal and one company's result does not mix with another's. Before buying, the company's consent and right of first refusal are cleared, the share class and cap table are checked, and the seller's title is confirmed.

Investors hold tokenized SPV interests on a permissioned register. When the company lists or is sold, the SPV distributes the proceeds or the shares.

What a deal looks like

  • Late-stage companies

    Series C and later, with revenue and institutional investors on the cap table.

  • Secondary entry

    Shares bought from employees and early funds, where possible below the last round.

  • One SPV per company

    Choose deal by deal; each SPV has its own documents, accounts and register.

  • Exit-driven

    Returns come at an IPO, a sale of the company or a secondary sale.

Structure

Who holds what.

From your tokenized SPV interest down to the company's shares.
  1. You

    Investors

    Hold tokenized SPV interests on a permissioned register. Transfers go only to checked, eligible investors.

  2. Vehicle

    SPV (one per company)

    Buys and holds the shares. A manager runs it; an administrator keeps the register and the accounts.

  3. Asset

    Late-stage private company

    Its shares, bought mostly from early holders, after the company's consent and right of first refusal are cleared.

Returns come from the exit: an IPO, a sale of the company or a secondary sale. There is no income while the SPV holds the shares.

Where the return comes from

How the target is built.

A worked scenario, not a forecast: the multiple depends on the entry discount and on how the company's value at exit compares with its last round.
Entry price below the company's last round10% to 30% lower
Company value at exit compared with the last round1.5x to 2.0x
Gross multiple: exit value divided by entry priceabout 1.7x to 2.9x
Structuring fee and carried interest−0.2x to −0.4x
Net multiple to investors in this scenarioabout 1.5x to 2.5x
Illustrative ranges from the strategy's design, not a forecast and not past performance. Actual results can be lower, and capital can be lost.

Security

Four checks before a single share is bought.

  1. 01

    Company consent

    The company approves the transfer and its right of first refusal is cleared; no hidden or synthetic exposure.

  2. 02

    Title and share class

    The seller's ownership, the share class and its rights, and the cap table are verified with the company or its registrar.

  3. 03

    Segregated SPV

    Each company sits in its own SPV, with an administrator keeping the register and the accounts.

  4. 04

    Permissioned register

    Tokenized interests move only between checked, eligible investors, with every transfer recorded.

Portfolio rules

  • Late-stage companies only (Series C and later)
  • No purchase without company consent
  • One company per SPV; no blind pools
  • Entry price and valuation method disclosed in each deal memo

Key terms

The terms in one table.

Target return
A gross multiple of 2x to 3x on invested capital over a 3 to 5 year holdA target, not a forecast. Some deals can lose all their value.
Entry price
Target 10% to 30% below the price of the company's last funding round, mostly through secondary purchases
What it buys
Shares in late-stage private companies (Series C and later) with revenue, institutional investors and a credible path to an IPO or sale
Structure
One SPV per company holds the shares; investors hold tokenized SPV interests on a permissioned register
Checks before buying
Company consent and right of first refusal, share class and cap table, seller's title, information rights
Income
None while held; returns come at IPO, sale or a secondary exit
Liquidity
No redemption; transfers between eligible investors where the company and the SPV documents allow
Fees
Structuring fee up to 3%, once; carried interest 15% of profit; no annual management fee
Minimum investment
$50,000 per deal
Reporting
Company updates as the SPV receives them; annual SPV accounts and valuation
Who can invest
Professional or accredited investors, family offices and funds

Targets are not guaranteed and are not a forecast. Capital is at risk. Each strategy is offered only through its fund or SPV documents, to eligible professional or accredited investors, where the law allows. Nothing here is an offer, investment advice or a recommendation.

Reviewed . Indicative terms; the fund or SPV documents prevail.

Risks

What can go wrong.

Read these before the targets. Each one is covered in more detail in the Dataroom documents.
  • The company may never list or be sold, or may exit below the entry price; some deals can lose all their value.
  • Holding periods are long, often 3 to 5 years and sometimes more, with no income in between.
  • Private companies share less information than listed ones.
  • Later funding rounds can dilute or rank ahead of existing shares.
  • After a listing, lock-up periods can delay the sale of the shares.
  • Transfers before the exit depend on the company and the SPV documents; there is no redemption.
  • Targets are not guaranteed.

Who it suits

Built for long-term private-market investors.

  • Private investors

    Professional or accredited investors who can hold for several years and size each deal as a small part of their wealth.

  • Family offices

    Growth exposure to specific companies, chosen deal by deal, with a clear register.

  • Funds

    Venture and growth funds adding late-stage secondaries alongside their primary book.

  • Wealth platforms

    Platforms offering eligible clients access to single-company SPVs with controlled transfers.

How to invest

From first question to first report.

  1. 01

    Request access

    Tell us who you are and which strategy interests you. We reply within one business day.

  2. 02

    Eligibility

    We confirm you are a professional or accredited investor where you live. Some countries are excluded.

  3. 03

    Dataroom

    Review the strategy memorandum, terms, credit or investment policy and sample reports.

  4. 04

    Subscribe

    Through the fund or SPV documents, after the administrator's identity checks. Units are recorded on the register.

  5. 05

    Reporting

    Regular reports and distributions, with every document kept in the Dataroom.

Questions

Asked by investors.

What is a pre-IPO investment?

Buying shares in a private company before it lists on a stock exchange or is sold. Investors usually buy from early shareholders such as employees and early funds, through an SPV that holds the shares for a group of investors.

What does a tokenized SPV interest add?

Your interest in the SPV is recorded on a permissioned tokenized register. Ownership is clear, transfers go only to checked investors, and the record of who owns what is kept for the life of the SPV.

What return does the strategy target?

A gross multiple of 2x to 3x on invested capital over a 3 to 5 year hold. It comes from buying below the last round where possible and from the company's growth to an exit. It is a target, not a forecast, and some deals can lose all their value.

How do I get my money back?

When the company lists, is sold or a secondary buyer is found, the SPV distributes the proceeds or, after a listing, the shares. There is no redemption while the SPV holds the shares, and there is no income in the meantime.

Does the company know about the purchase?

Yes. A purchase goes ahead only after the company's consent and its right of first refusal are cleared. Deals that would need to hide the transfer from the company are declined.

What does it cost?

A structuring fee of up to 3%, once, and carried interest of 15% of profit. There is no annual management fee.

What is the minimum investment?

$50,000 per deal, for professional or accredited investors where the law allows.

Targets are not guaranteed and are not a forecast. Capital is at risk. Each strategy is offered only through its fund or SPV documents, to eligible professional or accredited investors, where the law allows. Nothing here is an offer, investment advice or a recommendation.

Asset Haus provides the platform, the tokenized register and the Dataroom. Each strategy is managed by the fund manager named in its documents, which is responsible for investment decisions.

See the documents behind the targets.

The Dataroom holds the strategy memorandum, the terms, the credit or investment policy and sample reports. Access takes one short form.