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Tokenized pre-IPO

Tokenized pre-IPO,
explained simply.

Shares in a late-stage private company are held by an SPV. Investors hold tokenized interests in that SPV, and the register, eligibility checks and transfer rules are handled on one platform.

Pre-IPO and equity cases
Line drawing of an office tower inside a frame, with tokens along a rising path

What it is

Three parts of every pre-IPO structure.

  • The SPV

    A vehicle, often in Delaware, the BVI or Cayman, holds the company shares. Investors own interests in the SPV, not the shares directly.

  • Tokenized interests

    Each investor's interest in the SPV is recorded as a token on a controlled register, so holdings and transfers stay clear.

  • Transfer rules

    Who may buy, when, and with whose consent is written into the documents and applied by the platform.

Who it is for

Who it is for.

  • Founders, early shareholders and employees

    Want a structured way to offer some liquidity before an exit, within the company's own rules.

  • SPV sponsors and funds

    Pool access to a private company for a group of eligible investors and keep the cap table clean.

  • Platforms and brokers

    Offer private-company exposure to eligible clients, with records and controls they can show to a regulator.

  • Companies running liquidity programmes

    Run tender offers or secondary windows from a single, reconciled register.

How it works

How Asset Haus helps.

  1. 01

    Structure

    SPV, jurisdiction and documents, agreed with qualified counsel.

  2. 02

    Onboard

    Investor identity, eligibility and subscription in one flow.

  3. 03

    Record

    A tokenized register reconciled with the SPV's own records.

  4. 04

    Transfer

    Controlled secondary transfers that respect consent rights, lock-ups and eligibility.

What to get right

Five things to check before you start.

  • Company consent: many private companies restrict share transfers through rights of first refusal or board approval.
  • Investor eligibility: pre-IPO interests are usually limited to accredited or professional investors.
  • Information: SPV investors only see what the company shares, so set expectations in the documents.
  • Valuation: there is no public price before a listing, so marks are estimates.
  • Liquidity is not guaranteed: an IPO may not happen, and secondary buyers may not appear.

This page describes common structures in general terms and is not legal, tax or investment advice. Asset Haus provides infrastructure and works with qualified counsel; it is not an issuer, broker-dealer, placement agent or investment adviser, and it does not offer pre-IPO shares.

Read next

Guides and examples

Planning a pre-IPO vehicle?

Tell us about the company, the investors you expect and the jurisdiction, and we will map the structure and the steps to launch.