The US private market is in a phase of transition. Over the past decade, Special Purpose Vehicles (SPVs) have become one of the most common structures for giving investors access to fast-growing (above all American) private companies that would otherwise be hard to reach. For many investors, SPVs have served as a practical bridge between traditional venture capital and more direct exposure to individual companies ahead of a potential IPO.
At the same time, headlines over the past year have indicated that some issuers want to tighten control over how their shares are structured and distributed. Anthropic has reviewed how investments were structured in connection with oversubscribed rounds. OpenAI has made clear that only approved transfers and ownership structures will be recognised. That kind of signal raises a central question for investors in American companies:
What actually happens to an SPV investment when the company goes public?
This article explains how the SPV structure works, why some companies are tightening their stance, what it means for the secondary market, and why the discussion is fundamentally more about quality and transparency than about the structure itself.
What is an SPV?
A so-called Special Purpose Vehicle is a separate legal entity, often structured as a limited company, established to pool capital from several investors in order to make a single investment. Instead of a growth company adding a large number of individual investors to its cap table, the SPV is registered as a single owner. The manager of the SPV administers the investment, handles reporting and represents the investors in relation to the company.
The SPV structure has become common for several reasons:
- It enables participation in late and often oversubscribed funding rounds.
- It simplifies the company's administration by consolidating ownership into a single entry.
- It gives investors exposure to individual, attractive pre-IPO companies without having to invest in a broad VC fund.
- It lets many small investors buy shares in companies that would otherwise be out of their reach on their own.
In practice, SPVs have become one of the most important tools for individual investors seeking direct exposure to high-growth private companies ahead of a potential IPO.
Why have SPVs received negative attention?
The structure itself is established and legally accepted globally. The discussion has instead been about how certain players have used the model.
During the latest AI cycle, a large number of new SPV managers have been established. In some cases, structures have been built with:
- Very high fees (+20% of profits, so-called "carry")
- Multiple fee layers
- Unclear documentation
In high-profile cases, total fees on certain AI-focused SPVs have reportedly been at levels of 20–30% of profits. When the fee structure is stacked across several layers, the financial upside for the investor can decrease considerably even if the underlying company performs strongly.
The problem is therefore not the SPV itself, but how incentives, fees and ownership structures are designed.
What happens to an SPV at an IPO?
When a company is listed on a regulated market, the following normally happens in relation to SPV holdings:
The shares the SPV owns are converted, according to the listing terms, into listed shares. The investor retains their economic exposure through the SPV structure, even though the legal form changes.
Just like other early investors, SPVs are generally subject to a lock-up period, often around 180 days. During this period the shares cannot be sold. The exposure, however, remains unchanged.
After the lock-up, the manager may choose to:
- Sell shares and distribute the proceeds to investors, or
- Distribute shares directly to investors (an in-kind distribution), if the structure allows it.
The method is determined by the SPV agreement and the manager's strategy.
The key point is that a correctly structured SPV normally preserves the investor's economic rights through the transition from private to public market.
Why it is not a broad threat that Anthropic and OpenAI are tightening the rules on SPVs
When Anthropic and OpenAI clarified their positions, it was interpreted as a general backlash against SPV structures. A closer analysis gives a more nuanced picture.
The measures coincide with extreme oversubscription in certain funding rounds. When demand far exceeds supply, the companies gain significant negotiating power. This makes it possible to be stricter in selecting investors and to set clearer requirements for transparency around ownership.
A further factor is regulatory and governance-related requirements. Companies with government contracts, extensive data operations or regulatory exposure need full visibility into the ownership structure.
At the same time, it is important to clarify that neither Anthropic nor OpenAI has introduced any general ban on SPV structures. What is being addressed is primarily unauthorised, fee-laden and non-transparent arrangements where managers without sufficient supervision or institutional structure establish SPVs that lack clear governance, full ownership transparency or proper company approval. The discussion therefore does not concern well-structured SPVs established through regulated platforms or in dialogue with the company, but rather the cases where complex fee layers and a lack of transparency create uncertainty about the investors' actual position.
Putting the risk in perspective
The central risk lies not in the SPV format as such, but in how the structure is built and how well the investor understands it. Crucial questions are:
- Who manages the SPV and under what regulatory framework?
- What does the total fee structure look like, including any performance-based components?
- Does the SPV own shares directly in the underlying company, or are there additional intermediate layers?
- Is the ownership chain clearly documented and legally secured?
SPVs with multiple layers — for example where one SPV invests in another SPV that in turn owns shares — can involve two or three levels of fees as well as unclear ownership relationships. In such structures, the investor risks getting an indirect and cost-laden exposure where the financial upside is reduced more than initially apparent.
At the same time, there are SPV structures that are efficiently built, transparent and clearly documented. When an SPV is established by an experienced player with a robust legal structure, clear terms and a reasonable fee model, the SPV can function as a rational and well-balanced tool for participating in the growth of leading private companies. In such cases, incentives are often more aligned between manager and investor, and ownership is clearly defined.
What the issuers actually do
In practice, SPVs remain an integral part of the private-markets ecosystem. Many issuers accept and actively work with structured secondary liquidity, especially in connection with oversubscribed rounds or internal liquidity programmes.
Companies such as SpaceX, Stripe and OpenAI have carried out recurring liquidity programmes for employees as well as company-approved secondary transactions. These programmes show that structured investor participation remains an established and accepted part of the market infrastructure. The issuers' focus is more on control, transparency and compliance than on eliminating SPVs as a category.
SPVs as an access tool
In practice, the SPV structure has functioned as a tool for broadening access to late-stage growth companies, within the framework of applicable regulations. As leading technology companies remain private for longer periods — often over a decade — a significant part of the value creation happens before listing.
During the 1980s and 1990s, companies such as Microsoft and Amazon went public at an earlier stage of their development. A larger share of value creation was then realised on the public market. In today's market structure, a larger part of value growth happens in the private phase, which means access to pre-IPO exposure becomes increasingly important.
SPVs are not a perfect structure. Fees can be high in some arrangements. Documentation can be complex. Operational and legal risks always exist when investing in private companies. At the same time, SPVs are in many cases one of the few practical routes for qualified investors to gain exposure to leading private companies before listing.
As long as access to these companies is limited to a small number of institutions and very large capital owners, the need for SPVs will remain.
Summary assessment
A small group of high-profile issuers has used its negotiating power in extremely oversubscribed rounds to set higher requirements for transparency and approval of ownership structures. This is a natural consequence of market dynamics when demand greatly exceeds supply.
A general restriction of SPVs would reduce access to the private market, concentrate value creation within a narrower circle and potentially delay the broader professionalisation now taking place within the secondary market.
The decisive distinction is therefore not between SPV and non-SPV, but between:
- Non-transparent, fee-laden and unauthorised structures, and
- Well-structured, regulated and transparent structures.
In the latter category, SPVs continue to be a relevant and functional tool in a market where companies remain private for longer and capital needs are significant.
Accumeo's view and approach
At Accumeo, we believe that a general restriction of SPV structures would be the wrong path for the market. SPVs are an established tool for structuring investments in private companies and can work effectively when built with clear legal terms, reasonable pricing and transparent incentives.
Our starting point is that the quality of the structure is decisive. Therefore:
- We carry out careful due diligence on every investment to ensure legitimate and correctly structured exposure to the underlying shares.
- We work with clear and transparent fee models without multiple hidden fee layers.
- We structure investments in a way that complies with Swedish company law and applicable regulations.
Our focus is on building a robust and professional infrastructure for trading in unlisted shares, where investors get clarity on what they own, how the structure works and which terms apply.
Accumeo is working to develop a financial infrastructure for private markets in Europe: faster processes, greater transparency and more efficient access to pre-IPO investments.
Conclusion
SPVs are, in practice, one of the few tools that enable structured exposure to large growth companies before listing. In a market where companies remain private for longer, this access becomes increasingly relevant.
The private market is evolving towards greater professionalisation and more transparency. The future will be determined by how well the market combines structure, regulatory compliance and broader participation.
At Accumeo, our direction is clear: access should be structured, transparent and professionally executed. Private markets are maturing – and the infrastructure needs to mature with them.
Important information: Investments in unlisted securities involve significant risk, including the risk of losing the entire invested capital. Unlisted assets are typically illiquid, have limited price transparency and may require long holding periods. Investments are only available to professional investors under applicable regulations and carry no guarantee of returns. Forward-looking statements are based on current market conditions and assumptions. Actual outcomes may differ materially.
