Investing in US technology secondaries
Identify the legal interest, verify access and title, and model every fee and downside before committing.
US technology secondaries are private transactions. An investor may acquire shares directly, an interest in a special-purpose vehicle, or contractual economic exposure. Eligibility, transfer restrictions, title, information rights, fees and liquidity differ across structures.
What does the investor own?
The legal documents should identify the security or contractual interest, the registered holder, every intermediary, voting and information rights, transfer restrictions and the treatment of a future liquidity event. An SPV interest does not provide the same legal position as direct ownership.
Verify access and chain of title
Request evidence that the seller or vehicle owns, or has a permitted path to acquire, the stated interest. Review issuer rights of first refusal, consent requirements, transfer limitations and manager discretion. FINRA’s 2026 oversight report records concerns about pre-IPO funds that failed to confirm possession of or access to the shares they purported to hold. Source: FINRA, Private Placements.
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Review all economics
Calculate purchase price, reference valuation, premiums or discounts, carried interest, management and administration fees, financing costs and any fees embedded in intermediate vehicles. Model the outcome at several future values and dates.
Treat liquidity as uncertain
Private securities may be restricted and difficult to resell. A listing, tender or acquisition may not occur on the expected timetable. The investor should be able to hold the position for an uncertain period and bear a loss. Source: SEC, Private Companies and the SEC.
Qualification and suitability
Eligibility, suitability, availability and transaction-specific minimums apply. Obtain independent legal, tax and investment advice. See the US pre-IPO secondaries route for Matchpoint’s published process and risk disclosures.
Related pages
Frequently asked questions
The interest may be direct shares, an SPV interest or contractual exposure. The legal documents should identify the exact asset, holder, rights and intermediaries.
It tests whether the seller or vehicle owns, or has a permitted path to acquire, the stated interest and whether issuer transfer restrictions can be satisfied.
Liquidity is uncertain. Private securities can be restricted and difficult to resell, and a listing, tender or acquisition may not occur on the expected timetable.
Last updated: July 2026.
Discuss a mandate
Speak to a partner about how this applies to your transaction. A partner responds personally, typically within one business day.
