А risk-factor and structural-imbalance analysis of the over-the-counter investment market

At the same time, the observed trajectory of valuation growth often shows a low degree of correlation with traditional performance indicators such as profitability, EV/EBITDA multiples, and revenue growth rates. The specific features of pricing reflect the dominance of speculative factors in the venture environment and investors’ focus on long-term scaling potential rather than the current operating performance of projects.

As an illustrative example demonstrating the specifics of the final phase of OpenAI’s investment cycle, it can be noted that with recorded annual revenue of $2 billion, the organization’s capitalization reached approximately $85 billion, as a result of which the price-to-sales (P/S) multiple exceeded 40. For comparative analysis, one should refer to the metrics of key participants in the traditional sector of the economy. Thus, the largest energy corporations, including Saudi Aramco, are characterized by multiples of about 4x.

The identified disproportionality indicates a profound transformation of market participants’ investment expectations. Under current market conditions, investors demonstrate a steady willingness to pay substantially above the fair market value of assets—solely to obtain direct access to promising artificial intelligence technologies; moreover, the resulting premium reflecting an overvaluation of companies’ innovative potential is multiple times (approximately 10x) higher than the unit value of the assets of traditional commodity monopolies, which collectively indicates a fundamental shift in value benchmarks in the investment environment and a transformation of the basic criteria for assessing the capitalization of high-tech enterprises.

Notably, the significant gap between the speculative appeal of technological assets and the objective assessment of the associated risks gives rise to an “illusion of rapid growth” effect, prompting retail investors to view shares of technology leaders as an alternative to classic low-risk instruments, including bank deposits.

Obviously, amid high market liquidity and the rapid development of digital financial platforms, a specialized ecosystem is taking shape that provides non-qualified investors with simplified mechanisms for participating in transactions involving stakes in companies such as SpaceX, Groq, Anthropic, Kraken, and Revolut; however, the private nature of these issuers severely limits the free transferability of their stakes, turning access to such assets into a multi-stage legal construct that requires completion of a number of formal and regulatory procedures.

Nevertheless, one of the key instruments for mitigating regulatory barriers that hinder direct investment in private companies is the mechanism of special purpose structures—SPVs (Special Purpose Vehicles), whose functional purpose is to ring-fence assets and optimize legal risks. In recent years, the practice of establishing such legal entities has become large-scale, and their registration is often carried out under a simplified scheme—particularly in the form of a Series LLC in the State of Delaware—which reflects a trend toward the standardization of organizational and legal solutions in cross-border investment transactions. The popularity of this approach is driven by a significant reduction in administrative costs, while the practical implementation of such a nominal structure is characterized by high speed and minimal financial expenses, which collectively creates prerequisites for scalable distribution of fractional interests among retail investors; at the same time, the entry threshold of approximately $10,000 contributes to a relative democratization of access to these assets and an expansion of the pool of potential contributors.

In addition, the model in question is associated with acute issues of agency relationships caused by a multi-level ownership structure. The end investor effectively acquires an interest not in the target asset but in an intermediate holding company that may be part of a cascading chain of ownership: only the top link in such a hierarchical structure has direct legal title to the issuer’s shares. Such a multi-layer (“matryoshka-doll”) architecture completely eliminates the investor’s ability to exercise corporate control: they have no voting rights, cannot initiate minority activism, and have no direct access to the issuer’s financial statements, as a result of which their position is determined by the good faith and professional competence of the nominee manager.

It should be noted that the accumulation of transaction costs in multi-tier investment structures substantially reduces the mathematical probability of achieving a positive net return. The traditional venture compensation model “2/20” (2% management fee and 20% carry), replicated at each level of intermediation, generates a cumulative effect that erodes the final return. Mathematical modeling shows that in a two- or three-tier SPV structure, in order to ensure the end investor’s target level of return, the underlying asset must demonstrate anomalous rates of value growth: in particular, to cover total overhead and achieve a weighted-average return of 29% per annum, the asset’s value must increase by at least 33% in the first year and by 240% over a three-year period. Such parameters shift the expected value of the investment outcome into the realm of extremely unlikely scenarios, making the structure predominantly advantageous for lower-tier intermediaries who receive guaranteed fixed compensation.

An additional vulnerability factor of the investment model is the issuers’ strict regulatory and corporate stance regarding unauthorized redistribution of equity capital: thus, developers of breakthrough technologies (in particular, OpenAI and Anthropic) impose direct corporate restrictions on the transfer of shares without prior approval from top management, qualifying unauthorized SPV transactions as legally null and void.

Similar measures are also implemented by defense technology companies (e.g., Anduril), aimed at minimizing the risks of capital dilution and excluding undesirable beneficiaries from the register in advance of a planned public market listing.

Meanwhile, the high likelihood of a speculative bubble forming in the pre-IPO market is driven by a surge in retail investor activity carried out via SPVs outside a strict regulatory perimeter, since the need for liquidity here is generated not by technology companies (which have resources due to funding from venture capital funds, including a16z, Sequoia, and Founders Fund), but by early shareholders seeking to shift investment risks onto the mass segment of investors at inflated valuations.

Often, such a scheme reproduces the logic of multi-level structures, in which the returns of initial participants are effectively subsidized by inflows of funds from subsequent waves of investors, which indicates the speculative nature of the model. Confirmation of excessive saturation of the segment is provided by Caplight data: by the end of 2025, the number of secondary SPVs increased by 545%, and the total amount of funds raised increased by 1000%, clearly illustrating the scale of speculative capital expansion.

In response to the chaotic dynamics of retail distribution, the market is gradually evolving toward greater order and institutional oversight: large financial groups are integrating specialized trading venues (for example, Morgan Stanley’s acquisition of EquityZen, Charles Schwab’s acquisition of Forge Global, the development of Nasdaq Private Market and the Hiive submarket). In parallel, hybrid investment models are gaining popularity—specifically, feeder funds on European platforms (e.g., Moonfare), distinguished by a transparent two-tier architecture, predictable compliance-support fees, and mandatory issuer approval of transactions, which increases trust and reduces risks for market participants.

Author: Candidate of Economic Sciences, Associate Professor, Department of World Economy and World Finance, Financial University under the Government of the Russian Federation Natalya Ivanovna Chovgan.