Before you commit capital to a private secondary position, we analyze the entire structure — assessing ownership chain integrity, quantifying fee exposure across all disclosed layers, and identifying the gaps that create real risk.
The listing says "SpaceX" or "Anthropic." The underlying structure is a chain of legal entities — each with its own fee provisions, transfer restrictions, and counterparty risk. The platforms facilitating these transactions have no obligation to explain the structure, and most don't.
Each SPV layer carries its own fee provisions — management fees, carried interest, and often undisclosed markups on the underlying share price. A single layer typically runs 2% management plus 10% carry. Stack two or three layers and the compounding drag becomes material, often consuming a substantial portion of gross returns.
Several of the most actively traded private companies have moved to block or void unauthorized SPV transfers. If the vehicle holding your position was never recognized by the issuing company, the position may be unenforceable at exactly the moment it matters — a liquidity event.
Some structures include a built-in spread where the sponsor acquires shares at one price and offers them to investors at a markup — layered on top of stated fees. One offering we reviewed carried a 10% upfront fee, 20% carry, and an additional undisclosed price spread above the acquisition cost.
For forward purchase contracts, the seller retains legal title until the transfer clears. If the counterparty has pledged the same shares to multiple buyers, or if the issuing company blocks the transfer, the contract may be unenforceable. Even NYSE-listed funds have disclosed in SEC filings that they lack information on the identities of their forward contract counterparties.
Company founders and insiders are publicly warning about structural risk in the secondary market. Enforcement actions have begun. Major liquidity events are approaching.
“The SpaceX IPO will be very interesting. This is going to be a situation where the tide goes out, and there's going to be a lot of people without trunks on.”
— Matt Grimm, Co-Founder of Anduril, on TBPNA broker was recently indicted for selling SPV interests in a prominent defense technology company with no actual access to the underlying shares — collecting investor capital with no deliverable equity. He was arrested attempting to leave the country.
A NYSE-listed closed-end fund discloses in its SEC filings that one of its positions passes through five underlying SPV layers. For its forward contracts, it states it does not have information on the identities of its counterparties.
Problems identified before a liquidity event can still be addressed — structures consolidated, authorizations pursued, better-structured alternatives sourced. Once an S-1 is filed, the window for remediation narrows significantly.
Most secondary transactions are evaluated on headline price and company name. The ownership structure underneath — the layered entities, the fee provisions at each level, and the authorization status of the chain — goes unexamined.
Our analysis surfaces the structural risks and cost dynamics that determine whether a position will perform as expected — or create problems at the worst possible moment.
Whether you're evaluating a prospective transaction or assessing positions already in your portfolio, we provide the structural analysis required to make informed decisions.
These are representative issues identified through our analysis — risks that don't surface on listing pages but live in operating agreements, side letters, and the structural gaps between layers.
Every engagement begins with a preliminary conversation to understand the position, the structure, and the level of review required. No cost for the initial consultation.