Investment Strategies

Pre-IPO Investing: What Every Financial Professional Should Know

Julia Khandoshko 28 May 2025

Pre-IPO Investing: What Every Financial Professional Should Know

What are the advantages – and some of the risks – of investing in a company before it makes its debut on listed equity markets? The author of this piece considers the territory.

The following article examines the risks and opportunities of investing in a firm before it lists on the stock market. It examines some of the details that investors – and their advisors – should understand. The author is Julia Khandoshko, CEO at the European broker Mind Money. She has written guest articles for this news service before (see here). The editors are pleased to share these ideas, and we urge readers who want to comment to get involved in the conversation. Email tom.burroughes@wealthbriefing.com and amanda.cheesley@clearviewpublishing.com


When you think about investing in a company before it goes public, what first comes to mind? Risky startup gambles? For many, the IPO, the moment a company hits the public market, is still seen as only an “official” chance to get in on the action. But what if the real growth happens before that moment?

According to Nasdaq data, the average company today spends more than a decade and reaches a valuation of more than $1 billion before it even files an IPO. This means that much of its value creation happens behind the scenes (1). That is the realm of pre-IPO investing. It offers savvy investors a chance to participate in some of the promising growth stories before they become headline news.

So, let’s disclose the fundamentals of pre-IPO investing, explore why it’s drawing more attention from industry professionals, and point out the risks and valuation puzzles that come with it.

One step earlier, several steps smarter?
It’s obvious that when a company launches an initial public offering, it opens its doors to public investors by listing shares on a stock exchange. This is typically the final stage of the investment cycle, where shares become publicly tradable and ownership moves from private hands to the open market. At the IPO stage, investors buy stocks that are already liquid, meaning they can sell or trade them freely.

But there is pre-IPO investing that happens before this moment, in a less formal and often more private stage. It refers to investing in companies that are still private but preparing for an IPO in the future.

Evidently, unlike IPO shares, pre-IPO ones usually aren’t tradable on public exchanges yet. Investors either hold them until the company goes public or exit through later private sales or secondary markets.

In its core essence, pre-IPO offers investors a unique chance to get in on companies after they’ve already moved beyond the risky early startup phase and before their value is fully recognised by the public markets. By giving this opportunity, the company strives to commercialise its product, showing real business traction, yet hasn’t completed the strict process of readiness to face the public market.

The key difference? IPO investors buy shares in a company that is fully market-tested and regulated, while pre-IPO investors take on more risks (but also the potential for higher returns) by stepping in earlier, often at lower valuations. Pre-IPO sits squarely between venture capital and public equity, offering real opportunities for those who understand its complexities.

More allocation, more upside – but with risks
The IPO stage, when a company finally goes public, tends to attract a flood of investor interest. And this surge often leads to one common frustration: low allocation. Imagine applying to buy $100 worth of shares but ending up with just $2. This scenario is typical during hot IPO waves, such as the one that happened before the Covid-19 pandemic.

Pre-IPO investing allows investors to avoid this bottleneck. Due to this, investors can often secure a larger allocation of shares, strategically gaining a more substantial stake in a company’s growth. This early access can transform into potentially greater returns because, as a rule, pre-IPO valuations, come in lower valuations than IPO prices.

Still, benefits never come alone, and they are in most cases accompanied by risks. Companies at this stage may lack the stability and transparency expected of firms that are already publicly listed. Financial reports might be less robust, and business performance could fluctuate.

Anyway, for investors willing to accept these risks, pre-IPO provides a compelling reward: the chance to participate in growth before its value becomes fully priced by the public markets. In some well-known cases, companies with already high private valuations saw their market cap grow by more than 350 per cent (from about $46 billion to more than $250 billion) within the first year post-IPO (2). Pre-IPO investing lets the investor enter an established business at a way more attractive price point – before it fully converts into a public market asset.

The pre-IPO minefield? What investors should watch closely
For companies approaching an IPO, the pre-IPO phase is an important dress rehearsal. Yet it’s also the stage where many businesses stumble, often in ways that can quietly undermine investors’ returns.

The most common mistake is mispricing. A company may occasionally launch a pre-IPO round during market volatility periods, elevated interest rates, or sector downturns. This makes it harder to attract investments or may even lock in an unfavourable valuation just before the debut.

Failures in roadmapping also take place. Many firms fail to clearly define what kind of businesses they’re building – high-growth tech disruptor or stable cash-flow generator? Investors need clarity: why this company, why now, and what’s the path to liquidity? Allocation interest drops faster when management can’t explain investment cases with precision.

Operational transparency is another blind spot. While there is no full market scrutiny yet, investors expect solid data. Sloppy reporting, unverified performance metrics, or vague financial disclosures erode trust and credibility. Openness and transparency are key currencies at this stage. Savvy investors should request detailed cap table breakdowns and pre-IPO term sheets, as well as understand liquidation preferences to estimate downside risk. These documents help clarify ownership dilution, control structures, and exit priorities.

Eventually, a lack of investor communication strategy can sink even the most promising rounds. Companies that treat the pre-IPO phase as a transactional funding exercise, instead of a long-term relationship-building process, often misfire. Investors want responsiveness, updates, and a sense of shared strategic vision.

Final word
Pre-IPO investing isn’t just a high-risk venture for thrill-seeking investors; it’s a crucial segment of modern capital markets. For professionals who know how to assess timing, valuation dynamics, and execution risk, it presents the value long before the public markets catch on.

In a market where early insights beat late reaction, those who approach the pre-IPO phase with discipline will be the ones writing tomorrow’s success stories.

Footnotes

1,  https://www.nasdaq.com/articles/as-companies-stay-private-longer-advisors-need-access-to-private-markets

2,  https://www.nasdaq.com/articles/after-soaring-361-just-1-year-can-palantir-stock-keep-climbing-history-offers-clear-answer#:~:text=Analyzing%20Palantir's%20valuation,Market%20Cap%20data%20by%20YCharts

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