Pre-IPO Investing: How It Works, Can (And Should) You Do It?

Buying shares in startups early in their development is a proven way to earn exponential returns. Usually, that means buying at the IPO (Initial Public Offering) stage. But if you know how to buy pre-IPO stock, though, you may have the chance to get in even earlier and reap even higher rewards, potentially in a shorter time frame.

There are no guarantees, and pre-IPO investments have genuine risks. Still, if you have money that you’re willing to risk in return for extraordinary potential rewards, pre-IPO investments are worth looking into.

What Is Pre-IPO Stock Investing?

Pre-IPO stocks are shares that a private company sells to investors before the company goes public (before its IPO). Most companies who sell pre-IPO stock use a process called pre-IPO placement. These shares are often bought by institutional investors like hedge funds and private equity firms, along with a few retail investors.

Why Do Companies Sell Pre-IPO Stock?

There are two key reasons why many private companies offer pre-IPO shares to investors before they go public.

Raising Funds

Pre-IPO placements allow a company to raise funds before it goes public. Once a company goes public, its share price can be affected by a wide range of factors. The IPO may not meet expectations. If investors don’t buy the shares, the company might not be able to raise the funds it needs.

Pre-IPO shares, on the other hand, are not subject to market-related volatilities. The company can sell large blocks of shares at a fixed price and raise a predictable amount of money.

Getting Guidance from Investors

Large investment firms, hedge funds, and other institutional investors who have unmatched resources, expertise, and decades of experience are the ones that buy most pre-IPO shares. They can guide the company’s management, help them make the right decisions, and smoothen the process of transitioning from a private company into a publicly-traded company.

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The advice and insights offered by these investors can be invaluable, particularly for startups.

Can Retail Investors Purchase Pre-IPO Shares?

Pre-IPO investing is not easy and has a high entry barrier. A vast majority of pre-IPO shares – which are usually offered in large blocks – are purchased by deep-pocketed institutional investors. Individual investors can participate, but there are significant restrictions in most cases.

Accreditation Requirements

Many countries require individuals to meet specific criteria before being allowed to purchase pre-IPO shares. These criteria usually address the following two questions:

  • What is the minimal net-worth and/or income level of investors allowed to participate?
  • What proof do investors need to provide to show that they meet these criteria?

In the US, SEC rules restrict many private offerings to “accredited investors“, who must have significant income and net worth and demonstrated experience with investment markets.

📋 The SEC has recently revised the criteria for “accredited investors”. The criteria are still restrictive but they have been significantly relaxed, meaning more investors will be able to invest in these stocks. Check the SEC’s revised accredited investor criteria.

Lock-in Periods

Pre-IPO shares have a lock-in period, during which you are not allowed to sell or trade them. This is usually designed to prevent pre-IPO investors from dumping their shares immediately after an IPO.

📚 See all the ways you can get in on pre-IPO investing: How to Buy Pre-IPO Stocks?

What Are the Advantages of Pre-IPO Investing?

Pre-IPO investing has advantages that are difficult to duplicate in any other investment market. Let’s look at some of them.

The Opportunity to Get Exponential Returns

This is the biggest reason why many seasoned investors choose to invest pre-IPO. If you pick the right company at the right time, you can get enormous returns on your investment.

Pre-IPO Stocks Are Available at a Discounted Price

When you invest in pre-IPO stock, you don’t know how the company will actually perform once it goes public. To offset this risk, private companies usually offer pre-IPO stocks at a discounted price.

A Chance to Build Long-Term Wealth

One of the biggest benefits of pre-IPO investing is that you are investing in a company that is on its way up.

If the company performs well, you can benefit enormously from its growth in the long term. It is not uncommon for million-dollar startups to turn into billion-dollar public companies, especially in the tech industry. So, your investment in a company at the pre-IPO stage could pay off massive returns in the future and help you build long-term wealth.

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Pre-IPO Investing Risks

Like any other investment, pre-IPO stock also comes with risks, which you need to consider before making an investment decision.

The Risk of Low Returns

The biggest risk associated with pre-IPO investing is that there is no guarantee that the stock will perform well. If the IPO fails and if there is no demand for the company’s stock, you might not get the returns you expect to get.

⚠️ If the company you invested in performs terribly, its stock might lose value rapidly. You might end up losing most or all of your investment.

The Company Might Not Go Public

When you invest in a company pre-IPO, you do so expecting that the company will go public in the near future. You do not actually know that it will go public. IPOs can be postponed, halted, or canceled at the last minute for a number of reasons.

Lack of Adequate Financial Information

One of the problems with pre-IPO investing is that you might not be able to get all the data you need to make an informed decision. Publicly traded companies are required by law to disclose their financial information to the public. Private companies have no such requirements.

Things to Keep in Mind While Investing in Pre-IPO Stocks

Do Your Research Before Investing

Do your research and find out as much as possible about the company you are about to invest in. Is there a genuine demand for the product or service the company offers? Is their projected rate of growth realistic and achievable? Are the shares reasonably priced? These are things you need to find out before you make a decision.

Be Aware of the Risks Involved

Understand the risks involved in pre-IPO investments. Not all pre-IPO investments succeed. Some make big money. Others never go public at all. Be careful about what you invest in and how much you invest.

Read the PPM Carefully

Private companies which intend to go public provide a Private Placement Memorandum (PPM) to their investors. It is a document that contains the information you need to decide whether the company is worth investing in or not.

A PPM usually contains information about the company, its management, the products and services it offers, the customer base it caters to, its performance in the past, its financial resources, and potential risk factors that investors should consider.

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Make sure you read the PPM carefully before deciding to invest in pre-IPO stock. You can also request your investment advisor or stockbroker to take a look at the PPM and ask them for their opinion.

Start Small

Do not make a large investment straight away – especially if this is the first time you are investing in pre-IPO stocks. It is advisable to start small and increase your investments gradually over a period of time. As they say – dip your toe in, don’t dive.

Be Patient

Pre-IPO investing is not a get-rich-quick scheme. It can take several months – or in some cases, even years – for a company in the pre-IPO stage to go public. Moreover, even after the company goes public, its share price might not increase right away. So, it’s paramount for you to be patient and focus on long-term wealth generation rather than expecting quick returns on your investment.

Be Realistic in Your Expectations

Not every company you invest in will turn into a Google or Amazon. Do not be swayed by stories of people who invested a few thousand in Apple or Amazon when they were fledgling startups and then made millions. It does not happen every day!

Instead of looking for the next big thing to invest in, look for companies that have the potential to perform well over a period of time. Aim for good returns on your investments, not a single grand slam.

Should You Consider Pre-IPO Investing?

Investing in pre-IPO stock can be a strategic way to build wealth in the long term. If you manage to invest in the right company at the right time, you can get tremendous returns on your investment. There are risks in pre-IPO investing – as is the case with any other investment – but the upsides can be tremendous. If you have the resources and a suitable risk profile, it is an investment opportunity you should not miss out on.

Want to learn more about pre-IPO investing? Check out our guide on how to invest in pre-IPO stocks.


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