The U.S. Securities and Exchange Commission (SEC) has increased its examination of investment firms that utilize Special Purpose Vehicles (SPVs) to provide exposure to private company investments, according to a Wall Street Journal report. The SEC is specifically requesting that registered investment advisers demonstrate that their SPVs genuinely own or have exposure to the shares in private companies that they are marketing to investors. This heightened scrutiny comes amid a boom in the private market, particularly for AI companies.
This move by the SEC is driven by concerns over the authenticity of assets claimed by SPVs. Companies like OpenAI and Anthropic, popular targets for private market investment, have already issued warnings to investors about unauthorized share offerings and SPVs claiming access without proper authorization. OpenAI, for example, stated that unauthorized transactions may lead to interests that "will not be recognized and will hold no economic value." Anthropic similarly requires board approval for share transfers and does not permit SPVs to acquire its shares.
The SEC's intensified focus follows an enforcement action against Adit Ventures Management, its CEO Eric Manson, and affiliated general partners. In this case, the SEC alleged fraud involving pre-IPO assets, including SpaceX and Klarna. The complaint stated that Manson falsely claimed a fund owned shares it did not possess, and that defendants resold shares at inflated prices, misrepresented fees, charged millions in unauthorized fees, and pledged client assets to secure a $10 million credit line. While not admitting or denying the charges, the defendants agreed to settlements. This enforcement example underscores the potential risks and fraudulent activities the SEC aims to prevent through its current investigations.
The issue is particularly relevant in the private AI market, which has seen significant capital inflows. For instance, private investment in AI globally grew by 127.5% in 2025, reaching $344.7 billion, with $170.9 billion directed towards generative AI technology. Companies like OpenAI and Anthropic have massive estimated valuations in the private market, $900.29 billion and $1.38 trillion respectively, according to Cryptopolitan citing DeFiLlama. The SEC's actions are critical to ensure that investors in this rapidly expanding and highly valued sector are protected and that the underlying assets are legitimate. The SEC emphasizes that placing securities on a blockchain does not exempt them from federal securities laws, meaning tokenization does not solve fundamental ownership problems.
