SEC presses SPV firms to prove startup shares, $2T at stake

The SEC's examination push targets a private-market boom where AI companies alone carry estimated valuations above $2 trillion.

The SEC has intensified examinations of investment advisers behind special purpose vehicles claiming private company exposure, demanding proof of share ownership as AI startups top $2 trillion in estimated valuations.

"That misconduct has no place in investment advisory relationships where clients count on investment advisers being their fiduciaries," Corey A. Schuster, chief of the SEC Enforcement Division's Asset Management Unit, said in a related enforcement action.

SEC examiners have been asking registered investment advisers for proof that their SPVs own or have exposure to the shares in private companies they claim to hold, according to people familiar with the matter. The examinations typically involve document requests, some with an in-person component, and can take anywhere from several weeks to a year. The scrutiny follows increased investor complaints and a marketing blitz by such funds ahead of SpaceX's blockbuster IPO and Anthropic's planned listing.

The stakes are enormous. Anthropic and OpenAI top DeFiLlama's tracker of 182 pre-IPO companies with estimated valuations of $1.38 trillion and $900.29 billion, respectively. Private investments in AI rose 127.5 percent in 2025 to $344.7 billion, including $170.9 billion for generative AI, according to Stanford's AI Index. If SPVs cannot prove their underlying holdings, investors holding unauthorized exposure could face losses.

AI Labs Already Policing Their Own Equity

OpenAI has warned investors about unauthorized exposure through direct equity sales, SPV interests, tokenized interests and forward contracts. Its equity-transfer notice states that unauthorized transactions "will not be recognized and carry no economic value to you." Anthropic has issued a similar warning, saying transfers involving its stock require board approval and that it does not permit SPVs to acquire Anthropic stock.

The scrutiny also reaches crypto markets, where private-company exposure is increasingly moving onchain. OpenAI's implied valuation crossed $1 trillion through onchain pre-IPO instruments backed 1:1 by SPV exposure on Jupiter, Cryptopolitan reported in April. But tokenization does not solve the ownership problem — it can spread the same underlying claim across more investors. SEC divisions said in a January 28, 2026 statement on tokenized securities that moving a security onchain "does not affect application of the federal securities laws."

Enforcement Case Shows the Failure Mode

The SEC has already demonstrated what can go wrong. On August 10, 2026, it charged Adit Ventures Management, CEO Eric Munson and three affiliated general partners with allegedly defrauding investors over pre-IPO holdings including SpaceX and Klarna. The SEC alleged Munson falsely told an investor that a fund owned shares in a private company it did not hold. The complaint also alleges defendants resold pre-IPO shares to client funds at higher prices, misrepresented costs, charged millions in unauthorized fees and pledged client assets to support a $10 million credit line.

Without admitting the allegations, the defendants consented to judgments subject to court approval, including disgorgement, civil penalties and, for Munson, an associational bar with the right to seek reentry after three years.

The WSJ recently reported on an SPV fund that touted pre-IPO exposure to SpaceX but later told investors the shares were sold before trading in the rocket company began, limiting expected gains. Another investment firm that sold stakes in pre-IPO companies filed for bankruptcy protection last year, citing investigations into its business and questions about what its customers actually owned.

SPVs proliferated in recent years as companies stayed private longer and individual investors sought to profit from ballooning valuations. They operate under few regulations, and the SEC has authority to check funds held by registered investment advisers. Some SPVs are offered by firms technically outside the SEC's purview, though the SEC can investigate and take action if fraud is involved.

What matters next is whether the reported examinations become enforcement actions and whether products tied to major AI names are specifically targeted. For investors, the question is simpler: can the firm selling the exposure prove it owns what it says it owns?

This article is for informational purposes only and does not constitute investment advice.