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How to invest in pre-IPO unicorns

By Unicorn Private Research. Published and last updated 20 October 2026.

How do you invest in a unicorn before its IPO? You invest in a pre-IPO unicorn by buying existing shares, or an interest in a vehicle that holds them, from employees and early investors in the private secondary market, through a regulated marketplace, a broker, an SPV or a fund, after qualifying as an accredited, professional or qualified investor. Every direct transfer needs the company's approval and can be blocked by a right of first refusal, published platform minimums start at 5,000 to 25,000 dollars depending on the platform, direct trades often require 100,000 dollars or more, and the money is illiquid until an IPO or a sale. Investors who do not qualify can only buy listed funds that hold private companies, or buy the shares at or after the IPO.

Key points

Who can invest in pre-IPO unicorns

A sale of private company shares to an outside investor is a private placement, so access depends on the investor's status under the law of the country where the offer is made. The three regimes most relevant to unicorn shares are:

Status in one country does not carry over to another, and platforms check it before any trade. Each regime and the practical steps are explained in pre-IPO investing for qualified investors in Switzerland, the EU and the US. These are summaries, not legal advice.

The routes to a pre-IPO unicorn, compared

There are six ways to gain exposure to a unicorn before or at its listing. They differ in what the investor actually holds, what it costs and how easily the position can be sold. Minimums and fees below are those published by the providers named, at the dates stated, and can change deal by deal.

RouteTypical minimumFeesLiquidityInformationWho can access
Direct secondary purchase, through a marketplace or brokerTypically from 100,000 dollars, often set by the company (Forge Global, 17 August 2026)Buyer fee of about 2% to 4% at Forge, plus legal and transfer costsNone until an exit or a later private saleLimited to what the company allows; no prospectusAccredited, professional or qualified investors
Single-company SPV or fundFrom 5,000 dollars at Forge and EquityZen, 10,000 at AugmentOne-time fee of 1% to 2% at Forge; other sponsors add management fees and carried interestNone until the vehicle exitsIndirect, through the sponsor's reportsAccredited investors
Multi-company private fundFrom 50,000 dollars at EquityZenManagement fee and carried interest set by the managerLimited; set by the fund termsPeriodic reports from the managerAccredited or qualified investors
Listed closed-end fund holding private companiesThe price of one shareRVI 2.00% of net assets a year (1.00% for the first six months); DXYZ 2.5% a yearDaily on the exchange, at a price that can differ from net asset valuePublic filings; net asset value reported periodicallyAny investor with a brokerage account where the fund is offered
Tender offerSet by the companySet by the companyUsually a liquidity event for sellers, not an entry point for outsidersCompany documents for participantsEmployees, existing holders and buyers the company approves
Primary funding roundVery large ticketsNegotiatedNone until an exitInvestor rights negotiated in the roundMostly large institutions and strategic investors
Buying at or after the IPOThe price of one share, or the allocation grantedNormal brokerage costsDaily, once listedFull prospectus and ongoing public reportingAny investor, subject to the allocation process

The fees and minimums apply to the investor's own position; the price of the shares is a separate negotiation. On Forge Global's data for August 2026, the median secondary trade was 3% below the last primary round, with a quarter of trades at a discount of 30% or more and a quarter at a premium of 11% or more. How direct ownership, SPVs and funds differ in rights and fee layers is set out in SPV vs direct purchase vs fund.

Secondary marketplaces, as published

Most individual access to unicorn shares runs through a small number of regulated secondary platforms in the United States. Their published terms, checked on 20 October 2026:

PlatformPublished minimumPublished buyer feesAccess
Forge GlobalAs low as 5,000 dollars for single-company fund offerings; typically from 100,000 dollars for direct tradesAbout 2% to 4% on direct trades; 1% to 2% one-time on fund offeringsAccredited investors, identity verified
EquityZenFrom 5,000 dollars in single-company funds; 50,000 dollars in multi-company funds; typically 150,000 dollars for direct share acquisitionsBuy-side and sell-side fees cut to 2.5% from 5% for most transactions, announced on 20 February 2026 by Morgan Stanley Wealth ManagementAccredited investors
Hiive, now presented as Clarity25,000 dollars per transactionOnly the seller pays a platform fee on a closed transactionAccredited investors (others can register as sellers only)
Augment10,000 dollars per Collective fundOne-time upfront fee, no management fee and no carried interest on Collective fundsAccredited individuals and qualified institutions
CaplightNot publishedNot publishedA data platform that matches investors, mainly institutional, with private market brokers

A platform listing is not the company's consent. Several unicorns oppose unauthorised offers of their shares: Anthropic states that unauthorised sales of its stock are void, and OpenAI warned in August 2025 against SPVs and other investments in its equity that it has not authorised. The terms that apply are those in the documents of each transaction.

Listed funds that hold unicorns

Two closed-end funds listed on the New York Stock Exchange give investors who are not accredited an exposure to private companies, with a different set of risks.

A closed-end fund does not redeem shares on request, so its market price can sit well above or below the value of what it holds, and the fund chooses the companies, not the investor.

Tender offers, primary rounds and the IPO itself

Tender offers set prices but rarely admit outsiders: OpenAI's current and former employees sold about 7 billion dollars of stock at an 852 billion dollar valuation in a tender completed in August 2026, and Stripe's tender of 24 February 2026 valued it at 159 billion dollars. Primary rounds are institutional: Anthropic's Series H, announced on 28 May 2026, raised 65 billion dollars at 965 billion post-money. Buying at the IPO is open to everyone but is no longer a pre-IPO price: SpaceX priced at 135 dollars a share on 11 June 2026 and trades on Nasdaq as SPCX, and OpenAI's chief financial officer said on 8 April 2026 that the company would allocate IPO shares to retail investors when it lists.

How to buy pre-IPO shares, step by step

  1. Check eligibility. Confirm that you qualify as an accredited, professional or qualified investor where you live and where the offer is made, and gather the documents platforms ask for.
  2. Choose the route. Decide between a direct purchase, a single-company vehicle, a fund or a listed fund, weighing minimum, fee layers, information rights and control; see SPV vs direct purchase vs fund.
  3. Verify the counterparty. Look up the platform or broker on FINRA BrokerCheck, ask in writing what exactly is being sold, and never send money to an individual; the warning signs are in pre-IPO investment scams and how to recognise them.
  4. Check the price. Compare the asking price with the last funding round, recent secondary trades and the share class on offer; the method is in how to value a private unicorn.
  5. Run due diligence. Share class, liquidation preferences above it, transfer restrictions, every fee and the exit path: the ten questions are in the pre-IPO due diligence checklist.
  6. Sign and wait for the company. For a direct trade, the seller notifies the company, which can approve or refuse the transfer and can exercise a right of first refusal at the agreed price; the mechanics are in secondary transactions and ROFR. In a fund offering the right of first refusal is usually resolved at the level of the vehicle.
  7. Settle and register. Payment usually moves through escrow, the company updates its cap table and the buyer, or the SPV, is recorded as the holder. In a fund or SPV, the investor holds units or a membership interest, not the shares themselves.
  8. Hold to an exit. The position produces cash only at an IPO, after any lock-up, at an acquisition, or in a later private sale. In the SpaceX IPO, reporting indicates a 180 day lock-up for pre-IPO investors other than insiders.

Costs, taxes and timelines

Costs come in layers on top of the share price: a platform or placement fee at entry, legal and transfer costs on direct trades, annual management fees in many SPVs and funds, and carried interest on any gain at exit. When one vehicle invests through another, each layer can charge its own fees, so two investors exposed to the same company can end with different results.

Taxes depend on the investor's country of residence and on the vehicle, and nothing here is tax advice. In general terms, a gain is usually taxed when the position is sold or the vehicle distributes proceeds, and the holding vehicle matters: in the United States, a limited liability company with two or more members is classified as a partnership for federal income tax purposes by default, according to the IRS, which changes how each member reports income. A tax adviser in the investor's own country should review the structure before signing.

Timelines are long at both ends. Forge Global puts a direct trade at about 45 to 60 days from agreed terms to completion, with funds usually moving 30 to 45 days after terms are agreed, against one to five business days for its fund offerings. The holding period then runs until an exit the investor does not control, often several years.

The risks, and how late-stage risk compares with venture capital

Late-stage pre-IPO investing and early-stage venture capital are often grouped together, but the published data describes different risk profiles. PitchBook measured company failure rates falling from 23.6% at Series A to 10.8% at Series E, on data as of 5 August 2021. Industry Ventures, in February 2017, put the early-stage loss rate at about 65% against less than 30% for later-stage companies. Correlation Ventures, on 13 July 2023, found that nearly half of all venture financings had lost money for investors.

The comparison has limits. The PitchBook data predates the down-round cycle that followed 2021, part of the lower late-stage failure rate reflects the selection of companies that survived earlier rounds, and later-stage cohorts have had less time to fail. A company that is unlikely to fail can still be a poor investment, and five risks remain to be managed in every transaction:

The full analysis is in how pre-IPO risk compares with venture capital risk.

Fraud warning signs named by the SEC and FINRA

The SEC's investor alert on pre-IPO investment scams, issued on 7 June 2024, and FINRA's note of 18 August 2026 on the risks of pre-IPO funds describe the same patterns. Treat any of these as a reason to stop:

Unicorns investors ask about in 2026

The valuations below are the latest reported in this site's company profiles, each with the date and the way it was set. They are private valuations, not market prices, and status is as of 20 October 2026.

CompanyLatest reported valuationHow and when it was setListing status
Anthropic965 billion dollarsSeries H, announced 28 May 2026Confidential draft S-1 submitted 1 June 2026. Reported, not confirmed: a public filing on 26 October and pricing in mid-November 2026 (IFR, 17 to 23 October 2026)
OpenAI852 billion dollarsRound completed in March 2026Confidential filing confirmed 8 June 2026; the chief executive said on 12 September 2026 there would be no IPO in 2026. Reuters reported on 19 October 2026 talks above 1.4 trillion dollars, not a closed round
ByteDance550 billion dollarsStake sale by General Atlantic, Reuters, 25 February 2026No listing announced
Databricks190 billion dollarsRound of about 5 billion dollars, 13 August 2026No IPO date set
Stripe159 billion dollarsEmployee tender offer, 24 February 2026No IPO date set
Revolut75 billion dollarsSecondary share sale, November 2025The chief executive has said a listing is at least two years away
Anduril Industries61 billion dollarsRound of 5 billion dollars, 13 May 2026No IPO date set

For OpenAI, Anthropic, Stripe and Databricks the routes and constraints are set out company by company in how to invest in OpenAI, Anthropic, Stripe and Databricks before an IPO; the wider list is in the unicorn tracker and the company profiles.

Where the publisher sits in this market

Unicorn Private, which publishes this site, is itself a buyer in this market. It acquires secondary stakes in established private companies already valued above one billion dollars, not in early-stage start-ups, for qualified and professional investors, and the Unicorn Club is its members' club for qualified investors. How the firm invests is described on the Unicorn Private page. This guide describes the market as a whole and is not an offer.

Frequently asked questions

Can I buy shares of a unicorn before its IPO?

Yes, if you qualify. Before a listing, unicorn shares are sold privately by employees and early investors, through regulated secondary marketplaces, brokers, SPVs and funds, and these offers are generally limited to accredited investors in the US, professional clients in the EU and qualified investors in Switzerland. Each direct transfer needs the company's approval and can be blocked by a right of first refusal.

What is the minimum to invest in pre-IPO shares?

There is no legal minimum; each platform or sponsor sets its own. As published in October 2026, single-company funds start at 5,000 dollars at Forge Global and EquityZen and at 10,000 dollars at Augment, Hiive (now presented as Clarity) has a 25,000 dollar minimum per transaction, and direct trades at Forge typically start at 100,000 dollars. Fees come on top.
Investing in private companies is legal, but most private offerings of unicorn shares may only be made to accredited, professional or qualified investors, so a retail investor generally cannot take part in them. Retail investors can buy listed closed-end funds that hold private companies, such as RVI or DXYZ in the US, or buy shares at or after the IPO. Unsolicited offers of pre-IPO shares to retail investors are a warning sign named by the SEC.

How do I buy Anthropic or OpenAI stock before the IPO?

Neither is listed, and both restrict transfers: Anthropic states that unauthorised sales of its stock are void, and OpenAI has warned against SPVs it has not authorised. Exposure is possible only through transfers the company approves, through vehicles that already hold approved shares, or through listed funds that report holdings in them, such as Destiny Tech100. As of 20 October 2026, Anthropic has submitted a confidential draft S-1, and OpenAI's chief executive said in September 2026 that it would not list in 2026.

Which platforms sell pre-IPO shares?

In the United States the main regulated secondary platforms for individual accredited investors include Forge Global, EquityZen, Hiive (now presented as Clarity) and Augment, while Caplight combines private market data with broker matching, mainly for institutions. Check each one on FINRA BrokerCheck, and remember that a listing on a platform is not the company's approval of the transfer.

Can I invest in unicorns without being an accredited investor?

Only indirectly. Listed closed-end funds such as Robinhood Ventures Fund I (RVI) and Destiny Tech100 (DXYZ) have no accreditation requirement, but their market price can differ from the value of their holdings: RVI priced at 25 dollars and closed its first day, 6 March 2026, at 21 dollars. The other route is to buy at or after the IPO.

How long does it take to buy pre-IPO shares?

For a direct trade, Forge Global puts it at about 45 to 60 days from agreed terms to completion, because the company must review the transfer and can exercise its right of first refusal. Fund offerings can settle in one to five business days. Holding the position then lasts until an exit, often several years.

What happens to pre-IPO shares when the company goes public?

They become listed shares, usually subject to a lock-up during which holders cannot sell: in the SpaceX IPO of June 2026, reporting indicates 180 days for pre-IPO investors other than insiders. The listing price can be above or below the price paid: Shein listed in September 2026 at a fraction of its 2022 private valuation.

Related guides

About the publisher

This guide is published by Unicorn Private Research, the research arm of Unicorn Private LLC, a Delaware private equity firm that acquires secondary stakes in late-stage private technology companies before their IPO. The firm invests only in established companies already valued above one billion dollars, not in early-stage start-ups, and its founders have been active in private equity and startup investing since 2005.

More about Unicorn Private and how it invests

Sources

  1. Accredited investors, US Securities and Exchange Commission, last reviewed 24 April 2026
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  8. Frequently asked questions: employee shareholders, Clarity (formerly Hiive), updated 22 September 2026
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  27. Revolut eyes valuation of up to $200B in eventual IPO, TechCrunch, 21 April 2026
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