- FAQs

Secondary Fund — Frequently Asked Questions

What is a Secondary Fund?

A secondary fund buys existing shares in private companies from their current owners — founders, early employees, angel investors and early venture funds who are seeking liquidity — rather than putting fresh capital into the company itself (that is a primary investment).
The SpringCapital Secondary Fund focuses on the late-stage end of the market: proven, market-leading technology companies that are well established and often only a few years away from an IPO or acquisition. Because we are buying from existing holders who want liquidity, we can frequently acquire these stakes at attractive valuations — sometimes at a discount to the company's most recent funding round. In short: we give Australian investors a way to own shares in some of the world's leading private technology companies before they list.

Why secondary? Three key benefits.

Investing at the late-stage, secondary end of the market combines three advantages that are hard to find together:
• A safer asset. We invest in very late-stage companies — typically businesses that already dominate their vertical, generate substantial annual revenues (often in the billions of dollars) and hold an established market position. Buying into mature, revenue-generating market leaders is a fundamentally safer asset than backing unproven, early-stage start-ups.
• Very strong growth. Safer does not mean slow. We target companies that are still compounding rapidly — delivering more than 50% year-on-year revenue growth, with that growth trending upwards, and protected by a strong competitive moat. The aim is the best of both worlds: the resilience of a market leader with the momentum of a scale-up.
• A 2–3 year path to exit. Companies tend to grow fastest in the years immediately before they go public — on our analysis, the majority of a company's pre-listing value is created in this final pre-IPO stage. By entering late, we aim to capture that steepest leg of value creation while keeping capital committed for a relatively short 2–3 year window, rather than the 7–10 years typical of early-stage venture.

What is an AMIT structure?

AMIT stands for Attribution Managed Investment Trust — a modern Australian fund structure introduced by the Government in 2016 and now used by many of Australia's largest and most reputable fund managers. Two features matter most for investors:
• Flow-through tax treatment. The fund is not taxed as a separate entity. Instead, income and capital gains are “attributed” to investors each year and retain their original character (a capital gain stays a capital gain, a dividend stays a dividend) as they flow through to you. Each investor receives an annual AMMA tax statement.
• Capital-account (CGT) election. An AMIT can elect for gains on eligible investments to be taxed on capital account, which can give Australian investors access to the CGT discount on eligible longer-term gains.
The result is a transparent, certain and tax-efficient structure — which is exactly why it has become the standard for institutional-grade Australian funds.

Why does an AMIT structure add an edge for investing into US late-stage companies?

Investing directly into top US private technology companies is, in practice, out of reach for most individual Australian investors. US securities law generally requires the buyer of these private placements to qualify as an “accredited investor” and, for many funds, a “qualified purchaser” — and US companies and their existing shareholders typically will not transact with large numbers of small, individual offshore investors.
An Australian AMIT solves this. The fund pools investors' capital into a single, professionally managed vehicle that can itself meet the US eligibility tests (broadly, an entity holding more than US$5 million of investments). That means:
• Access. The fund — not each individual — satisfies the US accredited-investor / qualified-purchaser requirements, unlocking opportunities that individuals simply cannot reach on their own.
• One clean counterparty. US companies and selling shareholders deal with a single, credible institutional buyer, which makes SpringCapital a welcome participant in these transactions.
• Complexity handled at the fund level. US tax, withholding, currency and reporting are managed inside the structure, while Australian investors receive familiar Australian-law reporting and tax statements.
Through this structure, SpringCapital is able to bring to Australian investors the high-growth US opportunities that would otherwise be inaccessible.

Why does SpringCapital focus more on US AI investment?

Two reasons:
• To capture the AI wave. The United States is the global epicentre of the artificial-intelligence boom — home to the frontier model developers and the companies building the infrastructure and applications around them. We want our investors positioned in the leaders driving this once-in-a-generation technology shift.
• Lower geopolitical risk. Venture investing is a medium-to-long-term commitment, and over that horizon you want your capital in the most stable, rule-of-law jurisdiction. The US offers deep capital markets, strong investor protections and clear exit pathways — reducing the geopolitical and regulatory risk that can attach to other regions.

Can I invest in USD?

Yes. The fund can accept commitments in US dollars, and distributions can also be paid in USD — you do not need to convert into Australian dollars. This suits investors who already hold USD, or who prefer to keep their exposure in the same currency as the underlying US investments, avoiding unnecessary foreign-exchange conversion and costs.

Why now — why 2026?

Because the AI wave is growing explosively, and the leading players have now established a durable edge. Frontier companies such as Anthropic (advanced AI models) and Anduril (AI-enabled defence technology) have built genuine moats — proprietary technology, talent, data and customer relationships that are very hard for newcomers to replicate. As the sector matures, we believe the largest share of the financial upside will be captured by these established leaders rather than spread thinly across the field. Entering now — while these companies are still private and compounding quickly, but after they have proven their leadership — is, in our view, the window to capture that value.

General FAQs

What is venture Capital?

Venture capital means investing in private companies before they list — entering early at lower valuations, supporting their growth, and realising returns at exit via IPO or acquisition. The core idea is simple: buy quality companies low, exit high. Returns can be high, but so is the risk, and capital is typically locked up for the medium to long term.

Who can invest on SpringCapital platform?

Only Wholesale Clients who are fully registered with SpringCapital can invest on this platform. Full registration includes verification of identity and confirmation of Wholesale Client status. "Wholesale Client" has the meaning given by section 761G of CORPORATIONS ACT 2001.

Who is a “sophisticated” / “wholesale” investor?

SpringCapital's investments are open to wholesale clients only. You generally qualify in one of these ways (Corporations Act 2001):
Product value test - You invest at least A$500,000 in the product (s761G).
Wealth test (s761G) - An accountant certifies net assets of at least A$2.5m, or gross income of at least A$250,000 p.a. for the last two years.
Sophisticated investor (s708(8)) - For a specific offer, an accountant's certificate (same $2.5m / $250k thresholds) lets you invest without a disclosure document.
Professional / large investor - You hold an AFSL, are a regulated entity, or are a large business as defined in the Act.

How to register?

Simply click on REGISTER button on the right top of the page to register your account. Once registered, you will receive an email to activate your account. You will be able to view the projects once we successfully verify your account. Additional details are required for investment activities after activation.

What is an investment entity and why do I need it?

Investment entity is the entity you shall use to invest in a project. You can invest as an individual investor or any other type of entities such as SMSF, Family Trust, company, etc. Investment entities can be managed and added from My Entities in My Dashboard. You also need to upload certification of wholesale client and documents for identity verification before you can subscribe to an investment.

How to invest?

Once we have successfully verified your registration details, you will be able access the projects from INVEST page. You can view the project details and data room. Investment subscription is only available when you have at least one eligible investment entity. If you encounter any issue or need assistance, please contact us via email [email protected].

What is SpringCapital ESVCLP?

An Early Stage Venture Capital Limited Partnership (ESVCLP) under the Venture Capital Act 2002 is a venture capital fund structured as a limited partnership that makes equity investments in eligible Australian growth companies. Both domestic and foreign investors in ESVCLP fund are exempt from Australian capital gains tax on profits made by the fund.

SpringCapital Investment Pty Ltd (ACN 626 777 053) is the Australian Government Approved Fund Manager for SpringCapital ESVCLP Fund (ILP 1800032).

How do the ESVCLP tax incentives work?

An ESVCLP (Early Stage Venture Capital Limited Partnership) is a Government-registered structure designed to encourage early-stage investment. SpringCapital is a registered ESVCLP fund manager. The key incentives for eligible investors:
10% tax offset - A non-refundable carry-forward tax offset of up to 10% of the capital you contribute during the year — applied directly against your tax payable.
Tax-free returns - Income and capital gains you receive from the fund's eligible investments are exempt from income tax — both along the way and on exit.
Flow-through structure - The partnership is flow-through for tax: eligible gains retain their exempt character when distributed to partners.
Eligibility rules - Applies to eligible venture capital investments (broadly, early-stage companies under prescribed size limits). Conditions and caps apply to both the fund and the investor.

How to apply for a partner of SpringCapital ESVCLP?

If you are a wholesale investor and would like to invest through our SpringCapital ESVCLP fund, please contact [email protected]. Our team will then get back to you for the next steps.