SPVs Become Default Access Layer

SPVs have become the default access layer because the best private companies no longer want thousands of small investors on their cap tables. For names like SpaceX and other marquee AI companies, direct ownership usually means waiting for a rare company run tender, passing ROFR checks, and clearing a very high minimum. An SPV solves that by putting one legal vehicle on the cap table, then letting many investors buy economic exposure behind it.

• The tradeoff is convenience versus economics. SPVs let investors get in fast and sometimes trade out faster, but stacked vehicles can pile on fees and push pricing 10% to 30% above the last round, which is why lower layer, lower fee structures matter so much.
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• This structure also exists because the old direct matching model breaks too often. Around half of matched secondary deals can fail because of ROFRs, transfer restrictions, or slow issuer approval, which is why platforms shifted toward buying shares, warehousing them in SPVs, and reselling slices.
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• The market is moving toward cleaner SPVs, not away from them. The most credible versions sit directly on the cap table or one layer removed, charge a one time upfront fee instead of ongoing management fee and carry, and minimize the number of intermediaries an investor has to trust.
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The next phase is making SPVs look less like bespoke fund paperwork and more like a normal brokerage product. As custody, reporting, and platform distribution improve, SPVs are set to become the standard wrapper for broad access to late stage private companies, while fees and structure quality become the real points of competition.