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The Wealth Elevator

Pre-IPO & Angel Investing for Accredited Investors: A Free 8-Lesson Course

8 lessons + appendix | About 90 minutes | Updated November 2026

What you actually own, what it really costs, how you'd ever get paid, and the questions to ask before you wire money into a private company. Free, no login.

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Getting into a well-known private company before it goes public sounds like the best seat in the house. Sometimes it is. Often the investor ends up owning a slice of a fund that owns a slice of another fund that bought shares secondhand from an employee, after three layers of fees, with no say over when they get paid. "Pre-IPO" tells you when you're buying. It says nothing about the price you're paying.

I put this course together so you can see those layers before you invest. It covers both later-stage pre-IPO deals and early-stage angel checks, how they differ, and why both belong in the speculative part of a portfolio, sized so that losing the whole check wouldn't change your life.

Start Here: Why I Started This Podcast

A four-minute introduction from me on why angel and pre-IPO investing needs a different kind of due diligence, and why you should expect to lose money on some of these deals.

Who This Is For

  • Accredited investors who want growth exposure to private companies and can hold for years
  • Business owners and professionals with capital they can afford to tie up, and to lose
  • People who already get pitched private deals and want a way to sort them

Who This Is Not For

  • Anyone who needs income or may need the money back within several years
  • Anyone whose net worth is already concentrated in tech stock and wants "diversification"
  • Anyone looking for a sure thing

Start Here If You Are...

The 8 Lessons

Appendix
AI Due Diligence Dossier
Copy-paste prompts for reviewing a private company deal with an AI tool, plus field notes from the Angel Investing podcast.

Start with Lesson 1 >

How The Wealth Elevator Approaches Pre-IPO Access

Many of the private-market opportunities we evaluate come through relationships and private networks rather than a public marketplace. Our role is to manage the investment fund that seeks and acquires an allocation. Investors subscribe to the fund, and The Wealth Elevator manages the fund and coordinates the investment process. Our process has five steps:

  1. Source. Identify opportunities through private networks, relationships, secondary liquidity situations and other private-market channels.
  2. Evaluate. Review the opportunity, structure, available allocation, economics, risks and fund requirements.
  3. Aggregate. Combine anchor capital with subscriptions from accredited investors into a fund-level commitment.
  4. Negotiate. Seek allocation capacity and, where available, better economics or terms based on the size and structure of the commitment.
  5. Coordinate. Manage fund formation, offering documents, subscriptions, legal work, tax coordination, administration and investor reporting.

Investors pool capital for a few reasons: curated access through relationships, a larger negotiating position than one investor alone, one vehicle that handles the legal, tax and administrative work, and a manager who participates in the same structure as the investors. Pooling capital does not ensure better terms or access. It can change the size of the conversation a fund manager is able to have with the other side.

Frequently Asked Questions

What is pre-IPO investing?

Pre-IPO investing means buying exposure to a privately held company before its shares trade on a public exchange, either in a company funding round or by buying shares from an existing holder. It usually comes with little public information, limits on selling and no certainty that an IPO will ever happen. Lesson 1 covers this.

What's the difference between buying primary and secondary pre-IPO shares?

In a primary purchase the company issues new shares and your money goes to the company. In a secondary purchase you buy shares an employee, founder or earlier investor already owns, and the money generally goes to that seller, often at a different price and with different rights. Lesson 4 covers this.

What is an SPV, and what does it cost?

An SPV (special purpose vehicle) is an entity set up to pool investors' money and buy shares in one company. It can charge an upfront fee, an annual management fee and a share of profits, and when one SPV invests through another, those fees stack. Lesson 5 covers this.

How do pre-IPO investors get their money back?

Usually through an IPO followed by a lockup, an acquisition, a company-run tender offer or a private secondary sale. None of these is certain, the timing is set by the company and not by you, and the money comes back through each layer of the structure. Lesson 7 covers this.

Do pre-IPO investments qualify for QSBS?

Rarely. QSBS (Section 1202, covered in IRS Publication 550) can exclude gain on original-issue stock in qualifying C corporations held long enough, but shares bought secondhand, many SPV structures and most large late-stage companies won't qualify, so don't count on it. Lesson 7 covers this.

Tax rules, limits and thresholds change, and how they apply depends on your situation and on the exact structure you invest through. The information here is for education and may not reflect current law for your tax year. Confirm everything with your own CPA before you invest. Please let us know if you need a referral to a 💼 CPA, ⚖️ lawyer or other vendor here.

Can I lose my entire investment?

Yes. Many private companies never reach an exit, and investors in those companies can lose everything. Size any position so that losing all of it wouldn't change your plans. Lesson 1 covers this.

Talk it through with us

Have questions as you work through the course? Bring them to an onboarding call and hear how other members approach private company investing.

Join the club and book your onboarding call

Joining is free.

What happens when you join

  1. Fill out the short form at the club page. Joining is free.
  2. Book your onboarding call with us. It's a conversation about your goals, your timeline and how the community works.
  3. Keep learning alongside other accredited investors through our events, the podcast and member education.
Angel Investing podcast cover art

The podcast behind this course

Listen to the Angel Investing podcast

Many people who find this course don't realize there's a whole podcast on this topic. Each month I walk through angel and pre-IPO deal terms, due diligence questions and lessons from real conversations with investors.

Listen on Apple PodcastsWatch on YouTube

Disclaimer: This is educational content, not investment, tax or legal advice, and not an offer to sell or a solicitation to buy any security. Investments in private companies are speculative and illiquid, and you can lose your entire investment. Past or illustrative results do not guarantee future results. Offerings are available only to accredited investors and only through offering documents. We are not attorneys, CPAs or financial planners. Please let us know if you need a referral to a 💼 CPA, ⚖️ lawyer or other vendor here.

Join our Investor Community!

Want to keep learning about angel and early-stage investing alongside other accredited investors? Join The Wealth Elevator investor community. It’s free to join.

About the author

Lane Kawaoka, PE, is the founder of The Wealth Elevator and the author of two Amazon bestselling books, The Wealth Elevator and Simple Passive Cashflow. He spent 12 years as an engineer, bought his first rental in 2009, and left his job in 2019. He built his base in real estate and today is a general partner, operator and fund manager working with a community of accredited investors across real estate, oil and gas, and private companies. His track record: $2.1B of past real estate acquisitions, 10,000+ units acquired, 65+ projects, and $230M+ raised.

This site is free education for accredited investors and high-income professionals whose net worth sits mostly in stocks, a 401(k) and a salary. Start with the guides, the podcast or an event.

This is educational content, not tax, legal, or investment advice. We are not attorneys, CPAs, or financial planners. Please let us know if you need a referral to a CPA, lawyer, or other vendor here.

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