Europe's angels invested about €1.22 billion across 4,582 visible funding rounds in 2024, yet the average angel investment per company was only about €205,000. The individual cheque is small, but the rounds that matter are getting bigger. According to the same EBAN data, rounds between €1 million and €4 million were about one third of deals but took 68% of the capital, and this part of the market is led by well-funded syndicates.
At the other end of the lifecycle, Europe's most valuable private company, Revolut, priced a secondary share sale at a $115 billion valuation in July 2026. Management has said an IPO is not planned before around 2028. Much of the value is now created while companies are still private, and the people who capture it are the ones who can get onto the cap table.
For individual investors, two practical ways in are the special purpose vehicle (SPV), which lets you co-invest alongside others in a single startup, and the pre-IPO secondary, where you buy existing shares in a late-stage company from someone who wants liquidity. This guide covers both, with the mechanics, the real costs, and the questions that separate disciplined allocators from enthusiastic ones.
Part 1: How to Co-Invest in Startups Through SPVs in Europe
What an SPV actually is
An SPV is a legal entity created for one deal. Ten, twenty or eighty investors commit capital to the vehicle, and the vehicle invests in the startup. The founder adds one line to the cap table instead of eighty, and investors get access to a round they could not reach alone.
This is why SPVs have become the standard tool for angel syndicates, investment clubs and family offices that co-invest. The company gets a clean cap table and one signatory. Investors get pooled bargaining power, a single deal lead, and shared administration.
The European SPV menu
Unlike the US, where a Delaware LP is the default, Europe offers several structures. Which one fits depends mostly on where your co-investors are tax resident and where the deal is.
| Structure | Typical use | Example of published platform pricing (excl. VAT) |
| Luxembourg SCSp (special limited partnership) | Pan-European syndicates with co-investors in several countries; tax-transparent partnership | Roundtable: 1% of the amount raised, €5,000 minimum, covering seven years of administration |
| French SAS / SC | Deals where most co-investors are French tax residents | Same Roundtable pricing; the structure depends on where co-investors live |
| UK bare trust (nominee) | UK angel syndicates; supports S/EIS paperwork | Odin: SPVs start at £4,000 / €5,000 / $6,000 per deal, from 1.5% of capital raised |
| Delaware (Series) LP | Cross-border deals with US or institutional LPs | AngelList: $8k setup plus $2k state fees, with an $80k minimum raise |
Watch the add-ons. Roundtable, for example, charges €100 per investor above 20, €1,000 if you raise in a currency other than euros, and €1,500 for notarised documents. On a €150,000 SPV, a €5,000 minimum fee is already 3.3% of the capital before any carry.
The regulatory reality, in plain English
This is where many first-time syndicate leads go wrong. Under European rules, a vehicle that pools capital from several investors under a defined investment policy is, in most configurations, an alternative investment fund (AIF). This is the case for a typical Luxembourg SCSp, as Fundequate's analysis of Luxembourg law explains. In practice:
Hosted platforms provide the regulated manager (AIFM). The deal lead sources and recommends the investment, and the platform's AIFM keeps responsibility for portfolio and risk management.
These SPVs are generally offered to professional investors. Under MiFID II, an individual can opt up to professional status by meeting at least two of three tests: about 10 significant transactions per quarter over the previous four quarters, a financial portfolio (including cash) above €500,000, or at least one year working in a professional role in the financial sector. Opting up means giving up some retail protections, and you should understand what those protections are.
"Syndicate lead" is not a legal category. Sourcing deals and making introductions is generally fine. Giving personal investment recommendations or making investment decisions on behalf of others can be regulated activity, and should be checked case by case.
Crowdfunding is a separate route. Platforms authorised under the EU crowdfunding regulation (ECSPR) have their own passport and retail protections, with an offer limit of €5 million per project owner over 12 months. Under ECSPR, an SPV may only hold one illiquid or indivisible underlying asset.
On the horizon: the European Commission's proposed "EU Inc." 28th-regime company form promises fully digital registration within 48 hours, for a maximum of €100, and easier digital share transfers. The Commission's provisional timeline points to application in 2028. It could simplify the startups you invest in, but it does not replace the fund rules that apply to your SPV.
The economics: why 3.0x becomes 2.5x
Gross multiples make headlines, but your actual return is the net multiple. Here is a worked example based on Fundequate's published illustration:
Investors commit €1,000,000. Vehicle costs of €30,000 leave €970,000 actually invested (an investment ratio of 97%).
The company returns 3.0x on the invested amount: €2,910,000.
Profit over contributions is €1,910,000. The lead's 20% carry, with no hurdle, is €382,000.
Co-investors receive €2,528,000, which is 2.53x net.
Half a turn of the multiple goes to structure and alignment. That can be a fair price for access and diligence, but only if you priced it in before committing. Carry levels vary. One US administrator's dataset of about 1,800 SPVs showed a median carry of 15%, with a quarter of vehicles at 20%. Comparable European data is not published on the same basis.
When syndicates co-invest with each other
As European rounds grow, syndicates increasingly join forces. Two structures dominate:
Lead SPV with feeder SPVs. One syndicate runs the main vehicle on the cap table, and partner syndicates feed in through their own vehicles. This is the cleanest option for the founder.
Parallel SPVs with a side letter. Each syndicate runs its own vehicle. A GP-to-GP agreement defines a shared carry pool, allocated in proportion to capital sourced or weighted by role, while each syndicate keeps its own closing fees.
Either can work, provided the carry split, decision rights and information flow are written down before the term sheet is signed.
Diversity creates an advantage here. Syndicates built from investors with different networks, sectors and backgrounds see deals that homogeneous groups miss. In co-investment, the network you bring is the deal flow you get.
Framework: The SPV Look-Through Test
Before committing to any SPV, ask the lead or platform these seven questions:
Security: Which share class does the SPV actually buy, and where does it sit in the liquidation preference stack?
Investment ratio: How much of my commitment reaches the company once vehicle costs are paid?
Total cost: What are the setup fee, any entry or management fee, the carry percentage and any hurdle? Is the lead carry-free on their own ticket?
Governance: Who votes the SPV's shares, and who decides on follow-ons, down rounds or a sale?
Information rights: What reporting will I receive, how often, and is the SPV entitled to the company's financials?
Conflicts: Is the lead receiving advisory shares, finder's fees or board fees from the company? If so, are they disclosed or credited back to investors?
Exit mechanics: How are distributions handled, and can I transfer my SPV interest before an exit? (Platforms such as Roundtable charge 1% on secondary transfers of SPV interests, subject to a minimum and a cap.)
If the lead cannot answer all seven clearly and in writing, that tells you something too.
Inside the Blossom Ventures Digital Academy, the SPV Look-Through Test is one of the working templates students apply to live-style case studies, including term sheets, carry waterfalls and co-investment agreements. Join the newsletter to receive the downloadable checklist.
Part 2: How Individual Investors Can Access Pre-IPO Secondaries
What you are actually buying
In a pre-IPO secondary, no new money goes to the company. You are buying existing shares from an employee, a founder or an early investor who wants liquidity. That has three consequences for the buyer:
The seller is getting liquidity. You are not. Once you buy, you hold an illiquid position until the next liquidity event.
The seller usually knows more than you do. Employees and early investors often have information that is not available to buyers.
You may be buying common stock, which ranks behind the preferred shares held by later-stage investors.
The 2026 market: discounts are real, but they are not uniform
Secondary trading is now a core part of private markets. Total secondary volume reached an estimated $124 billion in the first half of 2026, a first-half record. For direct pre-IPO shares, pricing depends heavily on the company and the vintage of its last round:
On Forge's marketplace, the median trade in September 2026 cleared at a 9% discount to the last primary round. The 25th percentile was at a 30% discount and the 10th percentile at a 51% discount.
On EquityZen, transactions in Q2 2026 closed at an average 38% discount, up from 8% in the prior quarter. More than 60% of AI and machine-learning companies traded at premiums, while software and fintech names generally traded at discounts.
The vintage effect is large. Companies still carrying 2021 valuations trade at an average discount of about 68%, while those last priced in 2023 trade at around 19%.
A discount alone is not a margin of safety. A 60% discount to a 2021 valuation may simply reflect what the business is worth today. The opportunity is in discounts on companies whose fundamentals have outgrown their last round, and finding those requires real underwriting.
Five direct routes for individual investors
1. Company-run tenders and managed secondary sales. Companies increasingly organise their own liquidity events. Revolut's July 2026 sale was led by returning institutional investors, but some managed sales are open to individuals. Crowdcube, for example, has run secondary sales in companies including Bolt, Atom Bank and Mistral for retail and high-net-worth investors. Note that the Bolt and Mistral sales were done through holding SPVs, not as direct share purchases.
2. Regulated auction venues (UK). The London Stock Exchange's Private Securities Market, built on the UK's PISCES framework, now runs permissioned auctions in private company shares. Examples include Wayve's $85 million employee sale and Moneybox's £45 million auction at a valuation of about £800 million. Investors register on the Disclosure Portal and take part through a broker with Registered Auction Agent status. For individual investors, this is the most transparent route currently available in Europe.
3. Online secondary marketplaces. Forge, now owned by Charles Schwab since March 2026, Hiive, EquityZen and Augment match buyers and sellers. Most are built around US accreditation rules. Hiive, for example, has a $25,000 standard minimum, rising to $100,000–$250,000 for the most sought-after names. For non-US investors, eligibility depends on the offering, your jurisdiction and local regulation, so check before you assume access.
4. Single-company SPVs. Most secondary volume does not involve direct share purchases. In Caplight's H1 2026 data, SPVs accounted for about 70% of closed secondary volume. You own an interest in a vehicle that owns the shares, so the full SPV Look-Through Test from Part 1 applies, plus one more question: how many layers sit between you and the actual shares?
5. Direct purchase from a shareholder. You can buy directly from an early angel or a former employee you know. This is often the best route for price and information, but it is also the hardest to execute. The company may have the right to approve or block the transfer, or buy the shares itself (a right of first refusal). Use a lawyer, and do not pay until the company has approved the transfer.
What is not pre-IPO ownership
Tokens. Robinhood Europe's Classic Stock Tokens are derivative contracts with Robinhood, not shares. When private-company tokens linked to OpenAI were distributed in 2025, OpenAI said publicly that they were not OpenAI equity.
Unsolicited offers. In a 2026 enforcement case, the SEC alleged that investors in a "pre-IPO" scheme paid prices on average about 46% higher than what the promoter had paid, through hidden markups. FINRA warns that scams typically combine urgency, claims of special access and steep discounts, and advises never sending money to an individual.
Framework: The PRICE Checklist for pre-IPO secondaries
P — Price vs. reference. What is the discount or premium to the last primary round, and how old is that round? Compare against observable secondary data, not just the seller's quote.
R — Rights. Are you buying common or preferred stock? What is ahead of you in the preference stack, and do you get any information rights?
I — Issuer consent. Has the company approved the transfer? Is there a right of first refusal, and how long does it take to clear?
C — Costs and layers. What are all the fees, markups and carry, at every level? How many vehicles sit between you and the share certificate?
E — Exit path. What is a realistic IPO or sale timeline, and what lock-up applies after listing?
The Allocator's Bottom Line
SPVs and pre-IPO secondaries give individual investors access to companies that were once open only to institutions, but they do not remove illiquidity, information asymmetry or dilution. They make those risks easier to buy into. Investors who do well with these tools understand the structure, price in the costs, size each position as if it could take a decade to exit, and diversify across many deals instead of relying on one.
Frequently Asked Questions
Can I co-invest in a European startup SPV as a retail investor?
Most hosted European SPVs are offered to professional investors. Under MiFID II, individuals can opt up if they meet two of three criteria (transaction frequency, a portfolio above €500,000, or relevant financial-sector experience). Retail investors can also invest through crowdfunding platforms authorised under the EU crowdfunding regulation (ECSPR).
What does it cost to set up a startup SPV in Europe?
Published platform pricing typically starts at around €5,000 or 1–1.5% of the capital raised, with add-ons for larger investor counts, non-euro currencies or notarised documents. The lead's carried interest, commonly 10–20% of profits, comes on top.
Is a Luxembourg SCSp better than a French or UK structure?
Not in general. The right structure depends on where co-investors are tax resident, where the company is based, and whether you need UK S/EIS relief or US-investor compatibility. Take tax advice in your own jurisdiction.
Are pre-IPO secondaries always bought at a discount?
No. In September 2026, the median trade on Forge cleared at a 9% discount, but the most sought-after names traded at premiums, and companies still carrying 2021 valuations traded at steep discounts. Always compare the price with the age and quality of the last primary round.
What is the safest way for a European individual to buy pre-IPO shares?
There is no risk-free route. Regulated venues such as the UK's Private Securities Market, company-approved managed sales, and established platforms with clear issuer consent processes offer the most transparency. Avoid unsolicited offers, and never pay before the issuer has approved the transfer.
Keep Learning With Blossom Ventures
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This article is for educational purposes only and does not constitute investment, legal or tax advice. Private-market investments are illiquid, high-risk, and can result in the loss of all capital invested. Past performance and market pricing data are not indicators of future results. Consult qualified legal and tax advisers in your jurisdiction before investing.