Pre-IPO investing can offer access to a growing private company before it potentially becomes available to the wider public through a listing, at a price that may be lower than a post-listing market price, though that outcome is never guaranteed. For investors who have done thorough diligence on a specific business, it offers a way to build a position ahead of a potential re-rating that sometimes follows a successful, well-received IPO. It can also provide access to well-known, fast-growing private companies that have chosen to stay unlisted for longer, giving investors a way to participate in that growth story before it's available through a stock exchange.

Unlisted shares are difficult to value precisely and difficult to sell quickly — there's no continuous market price, and finding a buyer when you want to exit is not guaranteed, especially if the anticipated IPO doesn't happen on the expected timeline, or at all. Publicly available information about the company's financials, governance and risks is typically far more limited than for a listed company, making informed diligence harder. Prices in these off-market deals can also be volatile and are sometimes driven more by sentiment and scarcity than by verified fundamentals, and the shares may carry transfer restrictions or come from a seller whose title and rights need careful verification before any payment is made.