Pre-IPO Stock Loans & Lock-Up Bridges.
Liquidity ahead of an IPO realisation event, or during the post-IPO lock-up window, without forcing the timing of the exit and without breaching the agreement that restricts the sale.
The realisation event is real, but it is not now.
A pre-IPO investor at maturity holds a position whose realisation is no longer in doubt — the issuer is filed, the underwriters are engaged, the calendar is set — but whose liquidity is. A founder six months after listing holds a position whose value is publicly quoted but whose sale is restricted for another six months. In each case, the investor is rich on paper, illiquid in practice, and constrained by an agreement to remain so.
A stock loan against the position is the institutional bridge. The position is pledged as collateral. A defined fraction of its market value is released as cash. The exit is preserved at its planned timing. The agreement that restricts the sale is observed because no sale occurs.
What pre-IPO positions actually are.
"Pre-IPO" covers a spectrum. The principal structuring distinction is between positions whose IPO is at-or-past-filing — where the listing is, in practice, scheduled — and positions whose IPO is more speculative.
- iFiled and scheduled. Where the issuer has filed (S-1 in the US, Form A1 in Hong Kong, etc.) and the listing is on a defined calendar, the position is treated structurally as a listed equity in waiting. LTVs are calibrated to the projected listing price and the projected liquidity profile.
- iiLate-stage, undefined timing. Where the issuer is mature but no filing has been made, the position is structurally a private-equity position. Stock loans against undefined-timing pre-IPO holdings are considered on a case-by-case basis with materially tighter LTV.
- iiiSecondary-market sellers. Where the position is on a secondary-market platform (Forge, Hiive, EquityZen) or in an existing tender, the position is valued against the most-recent tender clearing price. The structure resembles a late-stage position with discovered pricing.
The 180-day window.
The typical post-IPO lock-up runs 180 days for founders, executive officers, and pre-IPO investors. During this window, the position is publicly listed and publicly priced — but contractually restricted from sale. The lock-up is the explicit pricing of patience.
A stock loan during the lock-up window is, structurally, the simplest version of the instrument. The pledge does not constitute a sale and, in most standard underwriter lock-up agreements, is permitted with appropriate carve-outs. The structure is timed to start after the listing has settled and the post-IPO volatility has normalised — typically thirty to sixty days after IPO. The loan runs against the remainder of the lock-up window, with extension options to bridge into the post-expiry trading window if the borrower wishes to defer the realisation.
The structuring discipline at this stage focuses on three points: that the specific lock-up agreement permits the pledge (it usually does, with carve-outs); that the pledge is not made during a closed insider-trading window; and that any disclosure obligation attaching to the pledge is correctly timed and worded.
Adjacent topics.
Founder Stock Loans
The general case for post-IPO founders, including the structural overlay of insider-trading and disclosure rules.
Read →Loan-to-Value Calibration
How LTV is calibrated for newly-listed positions, including the post-IPO volatility premium.
Read →What Founders Do With the Liquidity
Where the released capital goes: diversification, the next venture, real assets, and bridging on the holder’s terms.
Read →A specific pre-IPO or lock-up position to discuss?
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