The side door into private markets: SPVs widen access, the risk sits in the ownership record

Two features of the private market now coexist. First, extreme concentration: Crunchbase reports close to 60% of global invested capital in 2025 went to 629 companies raising $100 million or more, and just 68 companies raising $500 million or more took more than a third of all funding, up sharply from 24% in 2024. Second, most of those names remain private, so individuals cannot buy them on an exchange. The gap between those two facts is where special purpose vehicles multiply.

Why demand for the side door is rising

Private rounds have grown far beyond the reach of any single angel investor. Crunchbase records the two largest private rounds ever in 2025: OpenAI at $40 billion and Scale AI at $14.3 billion. In the third quarter of 2025 alone, global venture investment reached $97 billion, up from $70 billion a year earlier, with about $45 billion - roughly 46% - going into artificial intelligence.

When value accrues mainly before listing, smaller investors are left with three options: invest very early at seed, buy through a listed vehicle holding private stakes, or join an SPV someone else has set up to take a slice of a large round. The third is the easiest to reach, and also the thinnest in terms of rights.

New infrastructure, new risk

PitchBook describes the SPV boom as double-edged: it has widened access to private companies but has also added layers of complexity. The report cites the mid-2025 collapse of the fintech platform Linqto, which allegedly misrepresented investor ownership in more than 500 SPVs, as an illustration of the risk for less sophisticated investors.

The crucial point is technical but decisive: when you put money into an SPV, what you hold is a claim on that vehicle, not automatically your name on the target company's share register. If the vehicle is misdescribed, or whoever manages it disappears, the end investor may have no direct legal relationship with the asset they believe they own.

• Who appears on the target company's share register: the SPV, a custodian, or some other third party?
• What is the total two-layer cost - management fee and carry at the SPV level plus the platform level?
• Do SPV investors have a right to periodic information about the target company, or only event-driven updates?
• How can an interest in the SPV be transferred, and who decides when a secondary round appears?
• Which law governs the contract and where would a dispute be heard?

The other side: the founder

For founders, the SPV has one clear use: it consolidates many small angel cheques into a single line on the cap table, which keeps later diligence clean. But that benefit only materialises if the structure is transparent, has an accountable manager and matches the share register - precisely the elements PitchBook warns are missing in parts of the market.

This piece summarises market data from the sources below and is not a recommendation to buy or sell any asset.