Catenaa, Tuesday, September 01, 2026- The SEC has intensified its scrutiny of firms selling special purpose vehicles that claim to give investors exposure to shares in private companies.
Securities and Exchange Commission examiners have been requesting that registered investment advisers produce records confirming their SPVs genuinely hold, or are otherwise exposed to, shares of the private companies being marketed to investors.
The examinations can involve document requests and, in some cases, an in-person component, and can run from several weeks to a year, according to The Wall Street Journal.
Regulators moved to take a closer look after a rise in investor complaints and a marketing push by such funds ahead of SpaceX’s initial public offering and Anthropic’s planned IPO.
SPVs gain exposure to private company stock through direct ownership or by taking positions in other funds that themselves hold the underlying shares.
Their growth tracked a broader trend in which companies delayed public listings and retail investors looked for ways to capture gains before an IPO.
The agency’s examination power covers SPVs tied to registered investment advisers, and while certain vehicles are structured to fall outside that jurisdiction, the SEC can still pursue an investigation whenever fraud may be at issue.
Cracks in the SPV market have already surfaced. One recurring concern in the growth of private-company marketplaces and the risks investors face within them has been whether buyers actually receive what they pay for.
The outlet reported that one SPV fund touted pre-IPO exposure to SpaceX but later told investors the stock had been sold before trading in the company began, limiting expected gains.
A separate firm that sold pre-IPO stakes filed for bankruptcy last year, pointing to regulatory investigations and investor uncertainty over whether its customers had actually received the securities they purchased.
Anthropic also moved to distance itself from the SPV market, revising a website notice in May to state that any stock transfers lacking board sign-off would go unrecognized, while specifically identifying a number of online platforms that distribute such interests.
The risks extend to fees and structure. Firms selling private-company access through SPVs have at times charged layered fees, often 5% to 10% off the top plus 20% to 30% of any profit, stacked on top of what investors paid to get in. Some deals are resold multiple times before reaching the end buyer, with each intermediary taking a cut.
One firm, Linqto, marketed stakes in Ripple, SpaceX, and Anthropic to smaller investors, but an internal probe found its customers never actually owned the securities. The firm has since filed for bankruptcy, and the SEC is investigating.
