Accredited-investor rules, secondary platforms, SPVs and interval funds — the five routes into a private company, which ones are legally open to you, and what each one charges for the privilege.
The phrase gets used for three situations that have almost nothing in common, and most confusion about this subject comes from sliding between them.
Every private company qualifies. This is the meaning used in most marketing, and it commits to nothing: a company can stay private indefinitely, and the median age at IPO has been rising for two decades.
Once an S-1 is publicly filed, there is a real event with a real date. This is the only version of "pre-IPO" where a timeline exists, and it usually lasts weeks, not years.
An actual transaction in actual securities, on a secondary marketplace or through a vehicle. This is the one with prices, fees and legal gates — and the one the rest of this lesson is about.
When something is sold to you as a "pre-IPO opportunity", establish which of the three it is before anything else. If nobody will tell you whether a registration statement exists, the answer is meaning 1 and you are being sold a story.
Private placements in the United States are sold under Regulation D, which restricts them to accredited investors. As an individual you qualify if you meet any one of these:
The two dollar thresholds were set in 1982 and have never been indexed to inflation, which is why the share of US households that qualify has grown enormously without any rule changing. That is a policy curiosity, not an opportunity.
Meeting the test does not get you into a round. Allocation in a competitive private round goes to investors the company wants on its cap table. Accreditation removes a legal barrier; it does not create access.
Read the last column first. It is where the difference between these routes actually lives.
| Route | Open to | What it costs | What you own |
|---|---|---|---|
| Primary round | Accredited, and invited | Round price, no fee | Preferred shares with real rights — information, sometimes a board seat Not available to you unless you are a fund, a strategic buyer or an employee. Being accredited is necessary, not sufficient. |
| Secondary marketplace | Accredited | Typically 3–5% each side, plus a spread you cannot see | Usually common stock, often through a forward contract rather than the shares themselves The company holds a right of first refusal and can block the transfer. Prices are quoted without audited financials on the other side. |
| SPV / feeder fund | Accredited | Management fee plus carry, layered on top of the underlying fund's own fee | An interest in a vehicle that owns the shares — not the shares Two fee layers, no information rights, and you are usually several steps removed from the cap table. In filings these appear as wrappers, which is why our data unwraps them. |
| Registered fund | Anyone | Expense ratio, plus any premium to NAV you pay in the market | A portfolio slice, priced daily or periodically Genuinely open. But you are buying the manager's whole book, and the price you pay can differ materially from what the fund says its assets are worth. |
| Public proxy | Anyone | Ordinary brokerage commission | A public company that happens to own a stake The cleanest route, and the smallest. Lesson 4 puts a dollar figure on exactly how small. |
When you read that a company "raised at a $40 billion valuation", that figure is almost always the new preferred round's price per share multiplied by every share outstanding, fully diluted. The arithmetic is fine. The assumption underneath it is not.
The newly issued preferred stock typically has a liquidation preference — it gets paid back first in a sale — and sometimes anti-dilution or participation rights on top. The common stock held by employees and early investors has none of that. Applying the preferred's price to the common is like valuing a whole building at the price of its penthouse.
This is the single most useful thing to carry into the next lesson. The per-share figures you are about to learn to read come from funds that hold a specific named series, and the filing says which. A number attached to an instrument is checkable; a headline valuation is not.
You cannot get information rights. You can get filings — and the funds that hold private stock are required to file what they think it is worth. That obligation is the foundation of this entire course. As of the most recent data build, it produced:
Note the fourth number. Far more companies fail the evidence bar than clear it, and the failures are published rather than hidden — you can read them on the private marks page. A coverage list that only shows its successes is a marketing document.
You have a $150,000 salary, $400,000 in a 401(k) and no other assets. A platform offers you shares in a well-known private AI company. What is the most likely explanation?
What does a company's 'latest valuation' from a funding round actually tell you about the value of one share?
Which of these routes into a private company is open to an investor of any income level?
Every private company we can price from SEC fund filings, with the funds, accessions and periods behind each figure. Free, no account.