2026年第一季度PitchBook分析师报告：当获得风险投资成为一种负担

When Access to VCBecomes a Liability Institutional Research Group Kyle Stanford, CAIADirector, VC Researchkyle.stanford@pitchbook.com Drawing parallels between venture secondaries, SPACs,and the quick ascension of new liquidity Emily ZhengSenior Research Analyst,Venture Capital PitchBook is a Morningstar company providing the most comprehensive, mostaccurate, and hard-to-find data for professionals doing business in the private markets. Caleb WilkinsData Analyst pbinstitutionalresearch@pitchbook.com Published on March 24, 2026 Key takeaways •The direct venture secondary market has nearly doubled in value from 2024to 2025, driven by longer private company timelines, constrained exits, and abehavioral shift among founders, employees, and LPs. That growth is real and Contents Key takeaways Secondaries at the crossroads between •The SPAC parallel is a warning, not just an analogy. The SPAC boom followedthe same arc now visible in secondaries: manufactured liquidity vehicle, capitalflooding in faster than discipline, increasingly poor-quality deals dressed upwith optimistic projections. Our DeSPAC Index is down 75% since 2020. SPACs SPACs were a liquidity valve for the To become truly structural, secondaries •Special purpose vehicles are the market’s biggest double-edged sword. SPVshave made secondary transactions faster and more accessible, but multilayeredstructures have also become the preferred vehicle for fraud and fee extraction. The •SpaceX, OpenAI, and Anthropic together represent the majority of secondarytrading value. When those companies eventually go public, the gap betweenperceived and actual ownership will be exposed at scale. The fallout will test Secondaries at the crossroads between controlled burn Nearly every financial innovation begins with the same promise: greater efficiency,more liquidity, and better access. Venture secondaries are no different. In less thana decade, the market has evolved from taboo to widespread adoption. Now, venturesecondaries are approaching a crossroads. Their rapid growth could build durable Although secondaries have existed as long as primary VC, founders and employeeswere historically discouraged from selling shares prior to an exit out of fear ofsignaling reduced conviction, even when liquidity needs were personal. The pandemicera marked a structural shift in market sentiment. Persistently oversubscribed rounds Today, founders, employees, and investors are increasingly incorporating secondariesinto capital planning, compensation strategies, and portfolio construction.Secondaries have also gained traction among new venture investors, such as familyoffices, seeking exposure to the asset class with the added benefits of shorter However, venture secondaries have two important constraints. First, transfers ofshares require company approval, as the new investor will be added to the cap table.Although secondary policies are currently not standardized, startups often exercise to gatekeep access. Second, today’s market is highly concentrated in householdnames such as SpaceX, OpenAI, and Anthropic. On Hiive, the top 20 startupsaccounted for 86.4% of secondary trading value in Q4 2025, with the top five alone SPVs also help keep companiesunder the 2,000 investor limitenforced by the SEC. Under SECrules as stated: An issuer is notrequired to register a class ofequity securities pursuant tosection 12(g)(1) of the Act (15 As history has repeatedly shown, where insatiable demand meets exclusivity,exploitation often follows. The heavy use of SPVs is a prime example.. Unlike typical secondary trades that change cap tables and can therefore be blockedby startup boards, SPVs can bypass this friction. A single-layer SPV will appear on thecap table, but its investors will not, allowing shares to change hands more efficientlyand circumvent startup involvement. As demand surged, increasingly complex Surpassing this limit wouldtrigger periodic reporting through10-K, 10-Q, and 8-K filings,similar to companies listed on In 2026, venture secondaries are expected to face significantly greater scrutiny fromboth regulators and issuers as the market continues its rapid expansion. Withoutstronger guardrails, the very structures fueling the market’s growth will erode investor This scrutiny may be overdue, as risks around transparency, pricing discipline, andgovernance were brought to light with several high-profile enforcement cases in 2025.Fintech startup Linqto, which filed for bankruptcy in July 2025, allegedly claimedthat customers were acquiring direct stakes in hard-to-access private companies, In December 2025, Giovanni Pennetta, the manager of Sestante Capital, was chargedwith securities fraud, wire fraud, and aggravated identity theft for allegedly stealingmillions of dollars from clients after claiming access to startups such as Anduril. Also in December 2025, three men pleaded guilty to a $65 million fraud of a “pre-IPO”fund.2Their fraudulent behavior i