As AI valuations increase to hundreds of billions, parallel markets in temporary financial shells are surged to meet investors FOMO, and many investors are beginning to ring warning bells portraying the AI Gold Rush bubble.
A special purpose vehicle, or SPV, allows investors to pool money and fund one-off transactions. These mechanisms, which have been around for decades, have skyrocketed in popularity as retail investors scramble stocks from hot companies such as Openai, Humanity, Andrill, and bewildered.
Many are completely legal, but some have high prices in the sky, opaque structures, and complex layers of intermediaries. Critics have warned that scams could be stolen and less familiar with investors to assert some of the AI's $1 trillion promises.
Bill Gurley, the well-known venture capitalist behind Uber, Grubhub and Zillow, has a simple rule that says, “Please don't let your friends buy the SPV.”
“They have a 'bad smell' on them,” Girly told Business Insider in an email. “Good founders know this.”
The biggest AI companies are also paying attention. This week, Openai published a blog post where unauthorized SPVs could make their investments worthless.
“We recommend that you be careful if you are contacted by a company that claims you have access to Openai,” the company said it warned that “sales will not be recognized and will not bring any economic value.”
Humanity has told investors that it is unhappy with the prevalence of SPVs in its latest $170 billion funding round.
Openai, humanitarian, and confusion reduced or did not respond to requests for comment on their views on SPV.
BI spoke to 13 founders and investors who described it as flooding at the top startup at the cold pitch of SPVs.
“This is a new version of the old-fashioned racket, where people charge bad fees to access investments that they don't have,” says Ankur Nagpal, founder of the personal finance company. “Despite the fact that these investments are not superior on average.”
Leslie Feinzaig, founding partner of early VC firm Graham & Walker, described the SPV trend as something like “Wild West.”
“AI is planning to create multiple trillion dollar companies, and there is a lot of expectations and a lot of hype surrounding it,” she said. “I assume I have a lot of glyfts.”
The layer of fees accumulated on more fees
When Suro Capital CEO Mark Klein first wanted to invest in Openai last year, he quickly noticed an astonishing trend. All the deals he was offered looked more suspicious than last time. He said that because the structures are so complex and complicated, even as someone who invests in to make a living, he didn't even know what he was investing in.
More transactions have recently occurred as Openai and Anthropic opened a funding round that values hundreds of billions of companies. If these companies were public, there would be a liquid market where investors could trade daily. Instead, private companies only rise at regular intervals.
“There's total disruption between rounds because there's no deals happening, and when the rounds happen, there's an incredible amount of FOMO,” said Hari Raghavan, co-founder and CEO of Sign and former executive at Secondary Marketplace Forge Global. “Imagine the New York Stock Exchange was open one day a month.”
Raghavan said he felt strange that he had recently been offered five different SPVs to the same company over several days. (He refused to name the company.)
He said what's even more surprising was the offer to his Indian father. He said, “Retail investors don't understand the risks they are undertaking.”
Typically, investors pay VC companies a 2% management fee and a 20% profit. However, with the SPAT of the recent SPV, the manager has introduced a “Tier 3” SPV. This means that each layer is charging its own fee. All this goes to investors. Ravhavan said the transactions he reviewed were packed with opaque management structures and troublesome fees.
Founder and Angel investor Michelle Lim has seen fees backing SPVS AI companies at 16%, but said Nagpal posted to X about the multi-tier SPV with a 20% management fee.
Venture capitalist Zarago described the “feeding frenzy for ownership of AI Labs” as “creating a series of bottom feeding multi-layer SPV brokers with no company connections.”
People who target SPVs often don't understand fees and risks, Nagpal said. Rather, they are primarily concerned about access to name brand companies. “It's the relatively wealthy people in finance who want to be exposed to AI in a very large number of cases,” he said.
“It's Pyramid Y, and they are basically people who are using the asymmetry of knowledge about how these investments work,” he added. “A lot of people who invest in these must not understand the net dollars they are paying for.”
Augment CEO Noel Moldvai said he saw an SPV that is a market that invests in private equity and charges investors with a 20% upfront management fee to access AI and defense companies.
“What usually happens is that each layer adds 5% to 10% to the management fee, and carry an additional 10% or 20%,” Raghavan told Business Insider. He said that even if the company's value doubles, investors can still see a 25% profit compared to 80% of their direct investment, as fees can be very high.
One person involved in the investment fund, who spoke to Business Insider in anonymity, said he sent a cold-linked message and email to potential investors to see if they were interested in the fund's SPV. He said that SPVs can charge 2% management fees per year for up to five years, potentially up to 10%.
He said that funds he doesn't name have SPVs that invest in valuable AI companies such as Perplexity and Openai. In his Cold Outreach, he mentions the company's valuation, SPV fee structure, and minimum investment. If a potential investor is interested, he will connect them to a fund manager. Fund managers share hardworking documents.
He said many of the potential investors he contacted have expressed interest in the transaction.
Lack of transparency
Another concern with multi-tier SPVs is Feinzaig, the farther away the investors are from their original investment, the less clear where you fall when the company actually has some kind of liquidity event.
“Who knows where it's in the waterfall,” she said. “Who's calling you?”
Shashi Tripathi, managing partner of Nurture Growth Fund, said they have been repeatedly approached to invest in SPVs to invest in the baffles of Buzzy AI search companies with a 10% management fee. When he questioned the former investors at the top of the SPV tier, they refused to reveal the information, he said.
It is often impossible to know who has control over a layer, and if investors want to cash out, they will take care of it, Raghavan said. Worse, on such a complex web of underlying entities, you may not know whether investors are exposed to bad actors. While the first couple's layers could be legal, “layer number 3 could be a complete scam,” he said.
Gurley believes the rise of SPVs is opposed to the notion of being a venture investor.
“You feel a bit like, 'monetizing your relationship' and 'betting,'” Gurley said. Using poker analogy, we explain the risks of all the benefits without having skin to the game.
“For investors who don't pay his money ahead, the SPV is a 'freeroll', Gurley told Business Insider. If you fail, there is no cost at all. This encourages highly risk-seeking behavior. ”
Many SPVs are legitimate
The number of SPVs on CARTA, a private investment platform, has increased by 116% since 2019 from last year. Despite many concerns about SPVs, some investors defend them as an effective way for a wider range of investors to access the company when they are legally done.
After handing over multiple SPV transactions that seemed suspicious, Suro Capital's Klein eventually invested in Openai SPV offered by Arc Invest. He said he felt happy with the deal because ARC owns it and knew exactly what he was getting.
“We're looking forward to the evolution of the SPV business and we hope that there will be legitimate people who have legitimate access and can package them in a way that provides access to a larger group of people,” says Klein.
If his company wanted to invest directly in Openai, he said the minimum check size would be $250 million. He didn't invest that much, so the only option was SPV.
“If the only way to buy Openai stock is to pay performance fees and annual fees, I'm looking at why people want to enter,” according to one of Angel Investors who requested anonymity. However, he added that if investors have held these investments for five or six years, “eat half of your money or half of your return before you get back the dollar.”
San Francisco angel investor Bhavya Kashyap said he understands why people can be invited into these deals. The job market is challenging and home ownership continues to feel more and more out of reach.
The rise of these lucrative AI companies, coupled with a desire to find additional ways to make money, created an environment, she said. “There's a tertiary group of people who understand how these investment vehicles work and take advantage of the situation.”
“It's like there's a crazy race happening in an AI space that people just don't want to miss,” said Tripati, managing partner at the Nursing and Growth Fund. “But they haven't achieved all of this layer and dilution.”
On the other hand, from a company's perspective, SPVs can help you quickly raise a lot of money. Openai has raised $40 billion, and CEO Sam Altman says it needs to fund trillions of dollars worth of infrastructure. “It's great for companies that issue capital because everyone wants to buy stock at this point,” said the angel investor who requested anonymity. “They are raising them with great reviews.”
As investors continue to put billions of dollars into these AI companies, a bubble could be formed, and there is a fear that investors could one day run around to access them and could lose a ton of money.
“If AGI doesn't pass quickly,” Kashyap said, “I wouldn't be surprised if this whole thing pops out,” referring to the competition between AI companies to achieve artificial general information.
Are there any tips for AI startups or special purpose vehicles, or have you seen SPVs handle multiple layers or high management fees? Please contact Benbergman by email bbergman@businessinsider.comor safe on Benbergman.11 signals. Please contact Nicole Einbinder by email neinbinder@businessinsider.comor on the signal on neinbinder.70. Use personal email addresses, non-working WIFI networks, and non-processed devices. Here's a guide to sharing information safely.

