Everyone wants a piece of Anthropic. Or SpaceX. Or OpenAI. The problem is, these companies don't want your money. They're oversubscribed, picking their investors carefully, and in no rush to add names to the cap table.
So a secondary market has emerged around them. And within that secondary market, a layered structure is forming that should make any allocator pause before writing a check.
SPVs on SPVs on SPVs
Here's how it works. An early employee or seed investor in Anthropic wants liquidity. A broker packages the shares into a special purpose vehicle and sells units to a handful of investors. That's a standard secondary transaction. Nothing unusual.
What's new is what happens next. A second intermediary buys into that SPV, then packages their interest into a new SPV and sells units to another set of investors. Sometimes a third layer forms on top of that. You end up with an SPV that holds an interest in an SPV that holds an interest in an SPV that holds actual equity.
The Fee Problem
Fees are stacking in ways that would make a traditional fund manager blush.
Business insider reported that an Anthropic deal pitched in January offered shares at a $350 billion valuation, the same price institutional investors were offered. The caveat, though, was that investors were asked to pay a 10% management fee on top of 10% carry. And they weren't getting Anthropic shares; they were buying into another investor's SPV position.
The broader trend backs this up. In 2021, 41% of SPVs with more than $10 million in assets charged a management fee, according to Carta. By 2023, that number hit 67%. Fees are becoming the norm. And those numbers are for single-layer vehicles. Stack two or three layers and the economics compound quickly.
Venture firms typically charge 2% management fees and 20% carry, and they justify those numbers by sourcing, diligencing, and picking companies. An SPV sponsor who found a broker on LinkedIn and packaged someone else's shares is charging comparable (or higher) fees for a fundamentally different service.
Why This Keeps Happening
Two forces are driving the trend.
First, supply of marquee private company shares is limited. Also, you can't go on your favorite trading platform and pick up a couple of Stripe shares.
Second, the buyer base has expanded. Family offices and high-net-worth individuals who never had access to pre-IPO names now want in. The SPV structure is what gets these investors through the door, and when demand exceeds what one vehicle can absorb, another layer forms naturally.
The rising fees are also hitting smaller investors disproportionately. Fund managers often waive SPV fees for existing LPs they invite to co-invest, while the family office writing a $250k check into a third-layer vehicle pays an exorbitant amount of fees.
Where It Gets Dangerous
The risks go beyond fees.
Transfer restrictions. Anthropic started banning SPVs last summer as its leverage with investors grew, and maintained that ban in its latest $30 billion round. If the company decides to enforce, investors in unsanctioned vehicles could see their deals voided entirely. Anduril, another company that's cracked down on unauthorized transfers, has warned explicitly that attempted sales that don't follow its repurchase process are void.
Ownership opacity. The investor at the outer layer often has no visibility into the terms of the inner layers. You might not know what price the original shares were acquired at, what restrictions apply, or whether the entire chain is even sanctioned by the company.
Liquidity illusion. Buying into an SPV feels like buying a liquid position because the transaction itself is straightforward. But you can't easily sell your SPV unit. There's no public market for it. If you need out before an IPO or acquisition, you're stuck or selling at a steep discount.
What LPs Should Ask
If you're evaluating one of these opportunities, a few questions matter more than the deck.
How many layers sit between you and the actual equity? Who manages each vehicle, and what are their all-in terms? Has the underlying company sanctioned the transfer chain? What's your true cost basis after every layer's fees? And most importantly: could you get similar exposure through a more straightforward channel?
The Bigger Picture
Multilayer SPVs are a symptom of something real: private markets are staying private longer, and the investor base that wants access keeps growing. The structural innovation isn't inherently bad. SPVs serve a purpose. They pool capital efficiently and provide liquidity where none existed.
But access has become the product, rather than the underlying investment. Intermediaries get paid to create layers. And the investors furthest from the actual asset bear the most risk with the least information.
The best allocators will look at these structures, understand why they exist, and still choose to get exposure through channels where the fees are transparent, the transfer chain is clean, and the company knows who owns its stock. The rest will learn the hard way that proximity to a great company name doesn't guarantee a great investment.