Inside The Murky Market Selling Pre-IPO SpaceX And OpenAI Shares

“We’re blowing through our projections,” says Sydecar cofounder and CEO Nik Talreja. He thinks Sydecar could double its assets under administration again to $10 billion in the next 12 months.

Individual investors need to be careful. Over the next few years, many of them will learn that “exposure” to a private company through an SPV can be much more expensive than owning the shares outright. Some will have paid compounding fees through stacked vehicles. Others will have paid upfront access fees that range from less than 5% to as much as 18%. Those fees are on top of the typical “2 and 20” (2% of assets, 20% of profits) common in venture capital, though not all SPVs charge management fees. Sydecar says its SPVs take an average of 12% of profits.

The math gets ugly fast. Say an investor buys a $2 million slice of a three-layer SPV where each layer takes a 2% management fee and 20% carried interest. If that stake is worth $10 million when the company goes public two years later, nearly $5 million would go to the middlemen. And that’s before paying taxes.

There is also transfer risk: Private companies, including Anthropic, Anduril and OpenAI, restrict transfers of their stock. That means SPV investors may never own the shares directly, muddying the path to cashing out.

Finally, there’s fraud and incompetence: SPVs that lied about having access to the shares or ones that were never properly formed. Lawsuits are already wending their way through the system. Expect many more.

In some ways, SPVs are the SPACs of 2026: a boom market in access, with enough legitimate promise to attract serious money but where those raising the capital can get an easy score at the expense of the retail investor—and keep litigators busy later. The resemblance is more than coincidental: A SPAC, or Special Purpose Acquisition Company, is just a subspecies of an SPV.

Back at Augment, Crawley and Moldvai star­ted by nabbing $35 million in Anthropic shares—with the company’s approval—at the 2024 fire-sale auction of now-defunct cryptocurrency platform FTX (Sam Bankman-Fried, the imprisoned cofounder of FTX, was one of Anthropic’s earliest investors). They’ve since used a combination of equity and debt to fund purchases of other in-demand private-company stock, mostly from VC firms, package it into an SPV and sell that to investors, Crawley says. The firm, which he says is profitable, generally charges a 5% transaction fee. Revenue is still modest but rising quickly: $12 million in 2025, a projected $40 million this year and $100 million next year.

Crawley sees FTX as the model, which is one of those comparisons that explains more than it intends to. “You have a precedent for bringing liquidity to a private asset,” he says. “FTX was winning the strategy before they blew up. . . . FTX figured this out.”

Of course, FTX also showed what can happen when financial engineering outruns trust.

Matt Grimm, who cofounded military drone maker Anduril with Palmer Luckey and three others, painted a darker picture on a recent podcast. “How many investors in America think they own a chunk of SpaceX when they’re actually funding their ex-roommate’s boyfriend’s coke habit in Miami?”

In April, venture capitalist Jeff Weinstein of New York City–based FJ Labs received a Whats­App message from a firm he’d never heard of offering to sell him up to $2 billion in Anthropic shares. The price valued Anthropic between $800 billion and $1 trillion, or nearly triple the valuation of the AI firm’s then-latest funding round. The deal also came with a 10% upfront fee.

When Weinstein asked for more information, the seller told him it was a single-layer SPV—meaning the vehicle would hold the shares directly. Then came a letter of intent asking him to sign and provide proof of funds by the end of that same day. Anthropic does not allow SPVs to acquire its stock without permission, and the company holds that unauthorized transfers are void. So Weinstein asked for the name of the direct investor and evidence of the allocation in Anthropic’s upcoming funding round. He did not get an answer. Unclear about what he was buying, he declined.

“What I found most gross about this was the bald-faced lying,” says Weinstein, who worries that retail investors who are under time pressure might not give proposals like this the proper scrutiny.

The episode illustrates a basic danger: SPV investors cannot usually tell who owns the underlying shares. Ellen Tang, who runs an investing YouTube channel and tried to invest in Groq through a Hiive SPV in November, recalls asking exactly that. “I remember it was something they couldn’t reveal,” she says.

Potential SPV investors should ask a simple question, Weinstein says. “Is the person you’re dealing with just trying to intermediate themselves into the transaction and take a cut?” He suspects many are. “Half the people involved in this ecosystem, maybe more than half, are not registered broker-dealers,” he says. “This entire grifting process is illegal.”

The clearest cautionary tale so far is Linqto.

Founded in 2010, the Bay Area company grew to manage more than half a billion in private pre-IPO company assets, much of it tied to crypto company Ripple. Linqto marketed something that seemed too good to be true: for as little as $1,000, access to buying shares of more than 100 private companies including SpaceX, Anthropic and Ripple—with no management fees or carried interest.

Meanwhile, Linqto was contending with multiple lawsuits, including a class action against its former CEO, Bill Sarris, and a whistleblower suit from former chief revenue officer Geno Zawrotny, who now works with Crawley at Augment. Linqto is also under investigation by the SEC, DOJ and Finra. Among the allegations against prior management: telling investors they were buying shares directly in pre-IPO companies while selling interests in an SPV that was not properly formed; charging excessive and undisclosed markups of more than 150% while advertising “no hidden fees or costs”; and using paid influencers to create FOMO around supposedly scarce private-company access.

Last year, new management came in and quickly realized the business could not continue as it was and put Linqto into bankruptcy protection. It was, says Dan Siciliano, Linqto’s new CEO, “a nontransparent picking of the pocket of the customer right from the start.”

Siciliano stopped trading and moved Linqto’s creditors’ assets to Charles Schwab–owned secondary trading platform Forge and global asset manager VanEck. In February, a judge approved Linqto’s plan to emerge from bankruptcy; that will likely happen in a few weeks.

Rainmaker Securities, a FINRA-registered broker named as a defendant in the Linqto-related class-action lawsuit, remains a major player in SPV markets. Rainmaker rejects all allegations of wrongdoing and plans to file for dismissal. The firm has previously paid Finra fines, without admitting wrongdoing, over allegedly making misleading statements to the public and failing to record evidence of sufficient due diligence.

Rainmaker insists it’s one of the good guys, emphasizing that it has never had investor complaints on Finra. Says a company spokesperson, “Not all private securities SPV transactions are conducted through regulated broker-dealers and therefore may not be subject to the same compliance, diligence, supervisory or record-keeping standards.”

Last month, Anthropic published a list of eight SPV brokers it says are not authorized to buy or sell its shares, including major players Hiive and Sydecar, and emphasized that SPVs are not allowed to acquire Anthropic stock (Sydecar was subsequently removed). Still, Hiive appears to hold more than a quarter of its SPV assets, worth more than $150 million, in Anthropic shares. Sydecar has registered 44 SPVs with “Anthropic” in the name.

“We only facilitate share transfers with company ap­proval,” Hiive’s Desai wrote on X in response, emphasizing that the company’s mission is to “bring transparency and standardization to the private market in order to address precisely the concerns that they raise.” Sydecar says that because it is an administrator, it does not buy or sell securities.

OpenAI and Anduril also ban secondary transactions without express company approval. Yet these shares do trade: Hiive doesn’t have shares in either company in its SPVs but appears to run an active market (it takes up to 6.8% off the top) for trading shares of Anduril and OpenAI. At least half a dozen syndicates on AngelList publicly claim to have access to OpenAI shares. Ahead of its IPO, SpaceX has been kicking SPV investors off its cap table—including Chinese money that went into the company through a Dela­ware SPV run by Tomales Bay Capital.

This means investors may have put money into vehicles they believed would deliver exposure to these companies, only to find that the companies themselves refuse to recognize the transfers. Maybe the original shareholder sells at IPO and passes the proceeds down the SPV chain. Maybe they don’t. Or maybe the company declares the transfer void, investors lose the shares they thought they were buying and the fight moves to Delaware Chancery Court.

Some SPV peddlers have already run into legal trouble. In January, three SPV brokers in New York City plea­ded guilty to conspiracy and fraud charges. They allegedly pocketed millions of dollars in fees—from hidden markups on SPV shares in pre-IPO companies—while raising $185 million from more than 1,000 investors. A month prior, the Department of Justice charged a New York man with fraud—for selling SPV interests in Anduril shares that he did not have access to. In 2023, a federal judge convicted a Manhattan man for using investors’ SPV money to buy private jet charters and a Corvette.

For now, the SPV bazaar is accepting new entrants from seemingly every zip code.

From his office in Fort Smith, Arkansas, Max Avery tells the story of how he got here: childhood computer nerd; arms dealer in Ploiești, Romania; struggling construction entrepreneur; and, finally, purveyor of SPVs. The 40-year-old, who legally changed his name to Maximus Tyrannus Avery after the protagonist in Gladiator, claims he once sold a rare semiautomatic pistol to Elon Musk.

Now he is in private markets. Avery runs a crypto wealth-management platform and a 15,000-member Discord community where investors trade notes on SPV opportunities. He has written a book about how anyone can raise or invest in SPVs. He’s taking his own advice, raising about $10 million so far. He plans to charge the usual private-market toll: 2% a year and 20% of the profits.

The SpaceX IPO set for June will be the first big test for true SPV believers like Avery. If investors in layered SPVs can sell and collect, they will look smart and the market inevitable. But if a thousand lawsuits blossom and middlemen pocket nearly all the profits, there will be howls of outrage and cries for more regulation.

Either way, the current patchwork—where each company invents its own SPV policy, eligibility rules and transfer restrictions, without clear enforcement—is messy, inconsistent and ripe for abuse.

Avery and a chorus of SPV hypesters think tokenizing SPV interests could help by letting investors sell blockchain-backed tokens tied to SPV ownership even when the underlying shares cannot transfer. Some Anthropic-linked crypto tokens are already trading at implied valu­ations above $1 trillion.

It’s a buzzy idea, and likely backed by good intentions, but given crypto’s fraught history of fraud, theft and essentially nonexistent controls, it will almost undoubtedly make things worse. You don’t get sane by adding crazy to crazy. Crypto and tokenization to the rescue? Good grief.

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