The US Securities and Exchange Commission has asked registered investment advisers to prove that special purpose vehicles (SPVs) under their jurisdiction actually own or have exposure to the shares they promote, according to a Wall Street Journal report cited by Reuters. The inquiry does not target any particular firm.
SPVs pool investor capital to acquire positions in private companies, enabling outside investors to gain access to firms not trading on public markets. SPVs have become an attractive vehicle for investors seeking exposure to artificial intelligence companies.
The scale of private investment in AI is significant. According to Stanford's AI Index for 2026, private investments in AI worldwide increased 127.5% in 2025, reaching $344.7 billion total, with $170.9 billion allocated to generative AI technologies. Anthropic and OpenAI top lists of high-valued private companies, with estimated valuations of $1.38 trillion and $900.29 billion respectively.
Major AI companies have already issued warnings about unauthorized investment products. OpenAI stated it is aware of firms marketing unauthorized opportunities to gain exposure through direct equity sales, SPV interests, tokenized interests and forward contracts. OpenAI cautioned that unauthorized transactions may leave investors with interests that will not be recognized and carry no economic value.
Anthropic issued a similar warning, stating that transfers of its stock require board approval and that it does not permit SPVs to acquire its stock.
An enforcement example
The SEC has brought enforcement action demonstrating risks in this area. On August 10, 2026, the agency charged Adit Ventures Management, CEO Eric Munson and three affiliated general partners with allegedly defrauding investors over pre-IPO holdings including SpaceX and Klarna. The SEC alleged Munson falsely told an investor that a fund owned shares in a private company it did not hold. The complaint also alleges defendants resold pre-IPO shares to client funds at higher prices, misrepresented costs, charged millions in unauthorized fees and pledged client assets to support a $10 million credit line. The defendants consented to judgments subject to court approval, including disgorgement and civil penalties.
Tokenization and regulatory treatment
Private-company exposure is increasingly moving to blockchain platforms. However, the SEC stated in a January 28, 2026 statement that moving a security onchain does not affect application of federal securities laws. Tokenization can spread the same underlying ownership claim across more investors without solving the fundamental question of whether the underlying exposure actually exists.
For investors, the central question remains whether the firm selling the exposure can demonstrate it owns what it claims to own.
