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A comprehensive guide to investing in pre-IPO companies

Investing in pre-IPO companies is an exciting and potentially lucrative investment strategy, providing investors with the opportunity to get in on the ground floor of promising startups before they go public.
In this comprehensive guide, we will explore the ins and outs of pre-IPO investing, including the risks and rewards, evaluation techniques, legal considerations and how to start building your private market portfolio.

What is a pre-IPO company?

A pre-IPO company, as the name suggests, is a privately-held company that is in the process of preparing for an initial public offering (IPO). In other words, it has plans to list its shares on a stock exchange and make them available for public trading.
These companies are usually in their growth stage and have demonstrated promising potential. Pre-IPO companies often attract investor interest due to their innovative products or services, disruptive business models, or high growth rates.
For example, let's consider a pre-IPO company in the technology sector. This company has developed a groundbreaking artificial intelligence software that has the potential to revolutionise the industry. With a team of highly skilled engineers and a strong track record of successful implementations, this pre-IPO company has caught the attention of venture capitalists and institutional investors alike.
Furthermore, the company's disruptive business model, which leverages machine learning algorithms to optimise various processes, has the potential to disrupt traditional industries and create new market opportunities.

The appeal of pre-IPO investments

Investing in pre-IPO companies offers several advantages that attract investors seeking potentially high returns.
Firstly, by investing in pre-IPO companies, investors have the opportunity to get in on the ground floor of promising startups before they become widely known. This early entry can result in significant gains if the company succeeds and its value increases upon going public.
For instance, consider a pre-IPO biotech company that is developing a groundbreaking treatment for a rare disease. By investing in this company at an early stage, investors not only have the potential to support the development of a life-saving treatment but also to reap substantial financial rewards if the treatment receives regulatory approval and gains widespread adoption.
Secondly, pre-IPO companies often have a high growth potential. These companies are typically in a phase of rapid expansion, and by investing at this stage, investors can benefit from the anticipated growth in the company's value over time.
Let's take the example of a pre-IPO e-commerce company that has experienced exponential growth in recent years. With a loyal customer base, a strong online presence, and a unique value proposition, this company is well-positioned to capitalise on the increasing trend of online shopping. By investing in this pre-IPO company, investors can potentially ride the wave of its continued growth and enjoy substantial returns.
Lastly, pre-IPO investing allows investors to diversify their portfolios. By adding pre-IPO investments to their holdings, investors can potentially increase their chances of achieving higher overall returns.
Consider a seasoned investor who has a well-diversified portfolio consisting of stocks, bonds, and real estate. By including pre-IPO investments in their portfolio, this investor can tap into a different asset class and potentially benefit from the unique growth opportunities offered by pre-IPO companies.
Furthermore, the addition of pre-IPO investments can provide a hedge against market volatility. As pre-IPO companies are not yet publicly traded, their valuation may be less influenced by short-term market fluctuations, offering investors a degree of stability in their overall portfolio.
In conclusion, pre-IPO investments present an exciting opportunity for investors to support innovative companies in their growth stages and potentially reap significant financial rewards. By understanding the nature of pre-IPO companies and the advantages they offer, investors can make informed decisions and strategically diversify their investment portfolios.

The risks and rewards of pre-IPO investing

While investing in pre-IPO companies can yield substantial rewards, it is not without its risks. It is important for investors to carefully consider both the potential rewards and the risks involved before making investment decisions.

Potential high returns

One of the primary attractions of pre-IPO investing is the potential for high returns. If the company performs well after going public, investors who got in early could see significant gains on their investment. This is particularly true for companies that experience rapid growth in a relatively short period of time.
However, it is important to note that investing in pre-IPO companies is not a guarantee of high returns. There is always the risk that the company's performance may not meet expectations or that market conditions may negatively impact the company's stock price.

Risks involved in pre-IPO investing

Investing in pre-IPO companies also carries certain risks that investors should be aware of.
One of the key risks is the illiquidity of these investments. Unlike publicly-traded stocks, shares of pre-IPO companies are not readily tradable. This means that investors may not have the ability to liquidate their investments quickly or easily.
Furthermore, pre-IPO companies are often in their early stages of development and may have limited operating histories. This lack of track record can make it challenging for investors to assess the company's prospects accurately.
Additionally, the failure rate of startups is relatively high. Investing in pre-IPO companies inherently carries the risk that the company may not succeed, which could result in a complete loss of the investment.

Evaluating pre-IPO companies

When considering investing in pre-IPO companies, it is crucial to perform a thorough evaluation of the company's prospects and potential for success. Here are some key factors to consider:

Assessing the company's financial health

Examining the financial health of a pre-IPO company is essential in gauging its viability and potential for success. Reviewing the company's financial statements, including its balance sheet, income statement, and cash flow statement, can provide valuable insights into its financial performance, profitability, and growth trajectory.
It is also important to analyse the company's funding history, including any venture capital or private equity investments it has received. Understanding the company's funding sources and the size of its investor base can help investors gauge confidence in the company's prospects.

Understanding the business model

The business model of a pre-IPO company is a critical aspect to evaluate. A thorough understanding of how the company generates revenue, its competitive advantage, and its target market is essential for assessing its potential for growth and long-term sustainability.
Investors should also evaluate any potential disruptiveness of the company's products or services. Companies with innovative and disruptive offerings may have an edge over their competitors and may be more likely to succeed in the long run.

Evaluating the management team

The management team plays a crucial role in the success of a pre-IPO company. Evaluating the expertise, experience, and track record of the company's leaders is essential in assessing their ability to execute the company's business plan effectively.
Investors should investigate the background of key executives and assess their qualifications and past achievements. A strong and experienced management team can increase the likelihood of the company's success.

Legal considerations for pre-IPO investments

Investing in pre-IPO companies involves certain legal considerations that investors must be aware of:

Accredited Investor status

Many pre-IPO investments are limited to accredited investors only. To qualify as an accredited investor, individuals must meet specific income or net worth requirements set by securities regulations.
It is important for investors to understand and comply with the accredited investor criteria when considering pre-IPO investments. Consulting with financial professionals can provide guidance on eligibility and legal requirements, as you may be asked to provide evidence such as bank statements.
Every country has differing criteria to qualify for the 'Accredited Investor' status, albeit broadly similar in terms of annual income, total net worth or professional experience. To give you an idea of what an accredited investor's profile looks like, take a look at the US Securities and Exchange Commission's (SEC) qualifying criteria.

Regulatory compliance

Investing in pre-IPO companies involves compliance with securities regulations and other legal requirements. Investors should be aware of the applicable laws and regulations in their jurisdiction, as well as any restrictions and reporting obligations that may apply.
Engaging legal counsel with expertise in securities law can help investors navigate the regulatory landscape and ensure compliance with all relevant laws and regulations.

How to invest in pre-IPO companies

There are several ways investors can participate in pre-IPO investments. Let's explore some of the common methods:

Direct investment

Direct investment involves investing directly in a pre-IPO company. This method typically requires a significant amount of capital and often requires investors to have extensive networks or relationships with the company or its insiders.
Direct investment can offer the potential for higher returns if the company performs well post-IPO. However, it also carries more significant risks and may require investors to have a higher risk tolerance.

Pre-IPO funds

Pre-IPO funds pool money from multiple investors and invest in a diversified portfolio of pre-IPO companies. These funds are managed by experienced investment professionals who have the expertise and resources to evaluate and select promising pre-IPO opportunities.
Investing in pre-IPO funds can provide investors with exposure to a range of pre-IPO companies and mitigate some of the risks associated with investing directly in a single company. However, it is essential to carefully evaluate the track record and reputation of the fund manager before investing.

Secondary market platforms

Secondary market platforms offer investors the opportunity to buy and sell shares of pre-IPO companies before they go public. These platforms provide liquidity to investors by allowing them to trade their shares with other investors.
Investing through secondary market platforms can offer more liquidity than direct investments in pre-IPO companies. However, it is important for investors to carefully evaluate the fees, regulations, and risks associated with these platforms before participating.

Subscription based platforms

New platforms are being launched to make investing in pre-IPO companies more accessible. Typically, to invest in private market funds you would need to cut a cheque of at least $100,000, whereas firms like Sandhill provide access to great companies for as little as $5,000. Saying that, you still need to qualify as an accredited investor (see above).
Whilst the subscription will cost more than $600 a year, they do not charge entry, management or performance fees, which is huge. To put this into perspective, the industry standard is to charge 2% management fee and a 20% performance fee.


Investing in pre-IPO companies can be an attractive option for investors seeking potentially high returns and exposure to innovative startups. However, it is crucial for investors to carefully consider the risks and rewards, evaluate the financial health and business models of pre-IPO companies, and navigate the legal considerations before making investment decisions.
By approaching pre-IPO investing with caution and due diligence, investors can potentially benefit from early-stage investments and participate in the growth of promising companies on their journey to becoming publicly traded entities.
If you are just embarking on your pre-IPO investment journey, use a subscription based platform to start with a smaller amount of capital and diversify across multiple companies.

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