Is a club deal a fund?

No. A fund pools money across several companies chosen by a manager. In a club deal each member decides on one specific company and holds an interest in the vehicle that owns those shares.

How much do you need to join a club deal?

It depends on the organizer. Pre-IPO club deals often have minimums from tens of thousands to several hundred thousand dollars; Unicorn Club deals start at 100,000 dollars, and at 200,000 dollars for United States residents.

What happens at the IPO?

The SPV holds the shares through the listing and any lock-up period, then sells them or distributes them to members, according to the vehicle's documents.

What is a club deal? How pre-IPO club deals work

By Unicorn Private Research. Published 24 October 2026.

What is a club deal? A club deal is a single investment that a small group of qualified investors makes together, alongside an organizer that finds the opportunity, negotiates the terms and runs the vehicle. In pre-IPO investing the group usually invests through a special purpose vehicle (SPV) that buys shares of one private company, so each member decides deal by deal instead of committing money to a fund.

Key takeaways

A club deal is one company, one vehicle and one decision per member, not a blind pool.
The organizer sources the shares, negotiates price and documents, and manages the SPV until exit.
Participation is reserved for qualified or accredited investors under the rules of each country.
Members keep the risks of private shares: illiquidity, uncertain valuation and possible loss of the whole investment.

How a club deal works

The organizer identifies a block of shares, often on the secondary market from employees or early investors, and agrees a price and a closing date with the seller and, where required, with the company. It then sets up or reuses an SPV and opens the deal to its members.

Each member chooses whether to take part and how much to commit, above the minimum ticket. Commitments are paid into the vehicle, the SPV buys the shares, and the members hold interests in the SPV in proportion to what they paid. When the company lists or is sold, the SPV distributes the proceeds, net of its costs.

Club deal, fund or direct purchase

A fund pools money across many companies chosen by a manager, so the investor gives up the choice of each company in exchange for diversification. A direct purchase gives full ownership but usually requires large amounts and the company's approval of the transfer. A club deal sits in between: the member chooses each company, while the SPV lets a group reach a block of shares that each investor could not buy alone. The guide on SPVs, direct purchases and funds compares the three structures in detail.

Who can take part

Club deals are private placements, not public offerings, so they are limited to investors who qualify under the law of their country. In the United States the SEC defines an accredited individual as someone with 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 last two years, according to its accredited investor page updated on 13 June 2024.

For offerings made under Rule 506(c), the issuer must take reasonable steps to verify that status. In a no-action letter dated 12 March 2025, SEC staff agreed that a high minimum investment, together with written representations from the investor, can support that verification; the request described minimums of 200,000 dollars for individuals and 1,000,000 dollars for entities. Outside the United States, each country has its own definition of qualified or professional investor.

Costs and risks to check

Total cost: entry fees, SPV running costs and any carried interest, measured over the whole holding period.
Price: the entry price compared with the latest funding round and recent secondary trades.
Illiquidity: the shares may not be sellable for years, and an IPO or sale may never happen.
Rights: who votes the shares, what information members receive, and how lock-ups apply after a listing.
Transfer restrictions: the company's right of first refusal can delay or block a purchase.

Unicorn Club: club deals in the 30 largest pre-IPO companies

Unicorn Club is the exclusive club for accredited investors organized by Unicorn Private LLC. Members take part in members-only club deals in the 30 largest pre-IPO companies in the world, the companies tracked on this site, through SPVs. Each investment is chosen by the member and paid separately for the full amount, in BTC, ETH, USDT or USDC, or by wire, with a minimum of 100,000 dollars per deal; for United States residents the minimum is 200,000 dollars for individuals and 1,000,000 dollars for entities.

Membership is a subscription in the Unicorn Club app, 99 dollars a month or 890 dollars a year, and it is not an investment. The club is presented at club.unicorn-club.com.

Frequently asked questions

Is a club deal a fund?: No. A fund pools money across several companies chosen by a manager. In a club deal each member decides on one specific company and holds an interest in the vehicle that owns those shares.
How much do you need to join a club deal?: It depends on the organizer. Pre-IPO club deals often have minimums from tens of thousands to several hundred thousand dollars; Unicorn Club deals start at 100,000 dollars, and at 200,000 dollars for United States residents.
What happens at the IPO?: The SPV holds the shares through the listing and any lock-up period, then sells them or distributes them to members, according to the vehicle's documents.

Related guide

SPV vs direct purchase vs fund