How to invest in pre-IPO unicorns
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
- Unicorn shares cannot be bought on a stock exchange before the IPO: they change hands privately, in the secondary market, in tender offers or in funding rounds.
- Direct and pooled private routes are generally limited to accredited investors in the US, professional clients in the EU and qualified investors in Switzerland.
- Published minimums as of October 2026: from 5,000 dollars in single-company funds at Forge Global and EquityZen, 10,000 at Augment, 25,000 at Hiive (now Clarity), and typically from 100,000 dollars for a direct trade at Forge.
- Buyer fees published by the platforms range from 0% to about 4% of the trade, before any SPV management fee or carried interest.
- A direct trade takes about 45 to 60 days after terms are agreed, according to Forge Global, because the company must review the transfer and can exercise its right of first refusal.
- Listed closed-end funds such as Robinhood Ventures Fund I (RVI) and Destiny Tech100 (DXYZ) are open without accreditation, but trade at prices that can differ from the value of their holdings.
- Late-stage companies fail less often than early-stage start-ups on published data, which is a different risk profile, not a safe one: the whole investment can be lost.
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:
- United States: offerings under Regulation D are generally limited to accredited investors. For individuals, the SEC test is a net worth above 1 million dollars excluding the primary residence, or income above 200,000 dollars (300,000 with a spouse or partner) in each of the two prior years, or a Series 7, 65 or 82 licence in good standing (SEC page last reviewed 24 April 2026).
- European Union: under MiFID II, Annex II, a retail client can ask to be treated as a professional client if it meets at least two of three criteria: on average ten significant transactions per quarter over the previous four quarters, a portfolio above 500,000 euros, or at least one year of relevant work in the financial sector.
- Switzerland: under the Financial Services Act (FinSA), in force since 1 January 2020, a private client can opt out of retail status with at least 2 million francs of eligible assets, or 500,000 francs together with the knowledge needed to understand the risks.
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.
| Route | Typical minimum | Fees | Liquidity | Information | Who can access |
|---|---|---|---|---|---|
| Direct secondary purchase, through a marketplace or broker | Typically 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 costs | None until an exit or a later private sale | Limited to what the company allows; no prospectus | Accredited, professional or qualified investors |
| Single-company SPV or fund | From 5,000 dollars at Forge and EquityZen, 10,000 at Augment | One-time fee of 1% to 2% at Forge; other sponsors add management fees and carried interest | None until the vehicle exits | Indirect, through the sponsor's reports | Accredited investors |
| Multi-company private fund | From 50,000 dollars at EquityZen | Management fee and carried interest set by the manager | Limited; set by the fund terms | Periodic reports from the manager | Accredited or qualified investors |
| Listed closed-end fund holding private companies | The price of one share | RVI 2.00% of net assets a year (1.00% for the first six months); DXYZ 2.5% a year | Daily on the exchange, at a price that can differ from net asset value | Public filings; net asset value reported periodically | Any investor with a brokerage account where the fund is offered |
| Tender offer | Set by the company | Set by the company | Usually a liquidity event for sellers, not an entry point for outsiders | Company documents for participants | Employees, existing holders and buyers the company approves |
| Primary funding round | Very large tickets | Negotiated | None until an exit | Investor rights negotiated in the round | Mostly large institutions and strategic investors |
| Buying at or after the IPO | The price of one share, or the allocation granted | Normal brokerage costs | Daily, once listed | Full prospectus and ongoing public reporting | Any 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:
| Platform | Published minimum | Published buyer fees | Access |
|---|---|---|---|
| Forge Global | As low as 5,000 dollars for single-company fund offerings; typically from 100,000 dollars for direct trades | About 2% to 4% on direct trades; 1% to 2% one-time on fund offerings | Accredited investors, identity verified |
| EquityZen | From 5,000 dollars in single-company funds; 50,000 dollars in multi-company funds; typically 150,000 dollars for direct share acquisitions | Buy-side and sell-side fees cut to 2.5% from 5% for most transactions, announced on 20 February 2026 by Morgan Stanley Wealth Management | Accredited investors |
| Hiive, now presented as Clarity | 25,000 dollars per transaction | Only the seller pays a platform fee on a closed transaction | Accredited investors (others can register as sellers only) |
| Augment | 10,000 dollars per Collective fund | One-time upfront fee, no management fee and no carried interest on Collective funds | Accredited individuals and qualified institutions |
| Caplight | Not published | Not published | A 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.
- Robinhood Ventures Fund I (RVI) began trading on 6 March 2026 after pricing at 25 dollars a share, and closed its first day at 21 dollars, according to TechCrunch. It held Databricks, Stripe, Mercor, Oura, Ramp, Airwallex, Revolut and Boom. Robinhood states that it has no accreditation requirement and no investment minimum.
- Destiny Tech100 (DXYZ), listed since 26 March 2024, reported net assets of about 1.63 billion dollars as of 30 June 2026, with Anthropic at 14.4%, SpaceX at 10.6% and OpenAI at 2.6% of economic exposure, and 57.3% of the portfolio in cash, according to the fund's own page.
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
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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:
- Entry price: an IPO can price far below the last private valuation. Shein listed in Hong Kong on 1 September 2026 at about 27 billion dollars, a fraction of its 2022 private valuation, and fell 9% on its first day, according to CNBC.
- Illiquidity: there is no public market and no way to shorten the holding period on demand.
- Liquidation preferences: preferred shares are paid first in a sale, which can leave the class bought in the secondary market with much less than the headline valuation implies.
- Dilution: later rounds, especially at a lower price, reduce the value of an existing stake.
- Transfer restrictions: the company can refuse, match or delay a transfer, and an unauthorised one may not be recognised.
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:
- Unsolicited contact, cold calls or pitches on social media and messaging apps.
- A seller who is not a registered professional or cannot show that the shares exist and may be transferred.
- Claims that an IPO is imminent or confirmed when the company has not filed publicly.
- Promises of guaranteed or quick returns, or of no fees alongside an undisclosed markup.
- Several layers of vehicles between the investor and the shares, with costs that are not disclosed.
- Pressure to decide quickly, or to pay an individual rather than a regulated entity or escrow account.
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.
| Company | Latest reported valuation | How and when it was set | Listing status |
|---|---|---|---|
| Anthropic | 965 billion dollars | Series H, announced 28 May 2026 | Confidential 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) |
| OpenAI | 852 billion dollars | Round completed in March 2026 | Confidential 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 |
| ByteDance | 550 billion dollars | Stake sale by General Atlantic, Reuters, 25 February 2026 | No listing announced |
| Databricks | 190 billion dollars | Round of about 5 billion dollars, 13 August 2026 | No IPO date set |
| Stripe | 159 billion dollars | Employee tender offer, 24 February 2026 | No IPO date set |
| Revolut | 75 billion dollars | Secondary share sale, November 2025 | The chief executive has said a listing is at least two years away |
| Anduril Industries | 61 billion dollars | Round of 5 billion dollars, 13 May 2026 | No 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
- 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.
- 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.
Is pre-IPO investing legal for retail investors?
- 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.
- 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.
- 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.
- 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
- What is pre-IPO investing?
- Pre-IPO investing for qualified investors: Switzerland, the EU and the US
- Secondary transactions and right of first refusal (ROFR)
- SPV vs direct purchase vs fund in pre-IPO investing
- Pre-IPO due diligence checklist
- How to value a private unicorn
- How pre-IPO risk compares with venture capital risk
- Pre-IPO investment scams and how to recognise them
- How to invest in OpenAI, Anthropic, Stripe and Databricks before an IPO
- What is a unicorn company?
- Pre-IPO company profiles
- Unicorn tracker
- Unicorn Club
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.
Sources
- Accredited investors, US Securities and Exchange Commission, last reviewed 24 April 2026
- MiFID II (Directive 2014/65/EU), Annex II: professional clients, ESMA Interactive Single Rulebook
- Federal Act on Financial Services (FinSA), SR 950.1, Fedlex, in force since 1 January 2020
- How to buy private shares on Forge: a complete guide, Forge Global, updated 17 August 2026
- Private market update, September 2026, Forge Global
- Getting started with pre-IPO investing, part II: an overview of EquityZen's investment products, EquityZen, page modified 14 October 2026
- Morgan Stanley Wealth Management reduces fees on private shares marketplace EquityZen, IREI, 20 February 2026
- Frequently asked questions: employee shareholders, Clarity (formerly Hiive), updated 22 September 2026
- Augment Collective, Augment, consulted 20 October 2026
- Caplight raises $16M Series A led by BlackRock and Fin Capital, Deutsche Börse, 24 June 2026
- Introducing Robinhood Ventures Fund I (RVI), Robinhood, 17 February 2026
- Robinhood's startup fund stumbles in NYSE debut, TechCrunch, 6 March 2026
- Destiny Tech100 (DXYZ), Destiny, holdings as of 30 June 2026, consulted 20 October 2026
- OpenAI wraps $7 billion share sale ahead of potential IPO, CNBC, 10 August 2026
- Stripe valued at $159 billion after tender offer for employees, shareholders, CNBC, 24 February 2026
- Anthropic raises $65B Series H at $965B valuation, Anthropic, 28 May 2026
- Anthropic files confidential S-1, Yahoo Finance, 1 June 2026
- Anthropic pushes ahead with mid-November IPO, IFR issue 2655, 17 to 23 October 2026
- OpenAI closes funding round at an $852 billion valuation, CNBC, 31 March 2026
- OpenAI confidentially files for IPO, prepping Wall Street for mega AI debut, CNBC, 8 June 2026
- Sam Altman confirms OpenAI won't go public this year, Fortune, 12 September 2026
- OpenAI seeks to accelerate fundraising ahead of Anthropic IPO, sources say, Reuters, 19 October 2026
- OpenAI will allocate IPO shares to retail investors as it preps for debut, CFO says, CNBC, 8 April 2026
- Initial public offering of SpaceX, Wikipedia
- ByteDance valuation surges to $550 billion in stake sale, Reuters, 25 February 2026
- Databricks wraps $5 billion funding round at $190 billion valuation, CNBC, 13 August 2026
- Revolut eyes valuation of up to $200B in eventual IPO, TechCrunch, 21 April 2026
- Anduril raises $5B, doubles valuation to $61B, TechCrunch, 13 May 2026
- Unauthorized Anthropic stock sales and investment scams, Anthropic Help Center, updated 29 June 2026
- OpenAI warns against SPVs and other 'unauthorized' investments, TechCrunch, 23 August 2025
- Pre-IPO Investment Scams, Investor Alert, SEC Office of Investor Education and Advocacy, 7 June 2024
- Know the Risks of Pre-IPO Funds and Potential Fraud, FINRA, 18 August 2026
- BrokerCheck, FINRA
- Limited liability company (LLC), Internal Revenue Service
- Introducing Venture Growth, PitchBook Analyst Note, 1 December 2022
- The Venture Capital Risk and Return Matrix, Industry Ventures, 7 February 2017
- Venture Capital, We're Still Not Normal, Correlation Ventures, 13 July 2023
- Fast-fashion giant Shein's shares drop 9% in Hong Kong market debut, CNBC, 1 September 2026
- Informed Investor Advisory: Unicorns, NASAA
This page in other languages
- Come investire negli unicorni pre-IPO (Italiano)
- Comment investir dans les licornes pré-IPO (Français)
- Wie man in Pre-IPO-Unicorns investiert (Deutsch)
- Cómo invertir en unicornios pre-IPO (Español)
- Como investir em unicórnios pré-IPO (Português)
- Как инвестировать в единорогов pre-IPO (Русский)
- 如何投资上市前独角兽公司 (中文)
- プレIPOのユニコーン企業に投資する方法 (日本語)
- प्री-आईपीओ यूनिकॉर्न में निवेश कैसे करें (हिन्दी)
- 상장 전 유니콘 기업에 투자하는 방법 (한국어)
- Halka arz öncesi unicornlara nasıl yatırım yapılır (Türkçe)
- Cara berinvestasi di unicorn pra-IPO (Bahasa Indonesia)
- كيف تستثمر في شركات اليونيكورن قبل الطرح العام الأولي (العربية)
- Cách đầu tư vào các công ty kỳ lân tiền IPO (Tiếng Việt)
- Jak inwestować w jednorożce pre-IPO (Polski)