Shares, SPV units, AMCs and SAFEs: what you actually hold

What you actually hold when you are offered a stake in a private company, what the quoted valuation means for each, and what to ask for.

Why the instrument matters

The same company at the same headline valuation can be four different deals. The instrument decides what you own, what the quoted number means, and what is taken out of the upside before it reaches you.

Instrument	What you own	What the quoted valuation means	What comes off your return
Shares	The shares themselves, in your name	Price per share times all shares: like for like with a verified valuation	Nothing structural
SPV units	A slice of a vehicle that owns the shares	The valuation the vehicle paid, which is not always what you pay: organisers can add a mark-up	Carry on gains, often 10-20%, plus set-up and management fees
AMC	A debt certificate from an issuer, whose payoff tracks the shares	Often not stated: you see a certificate price or NAV	Stacked fees (upfront, management, performance, issuer), plus the issuer's credit risk
SAFE or note	A promise of shares later, at a future round	A cap: a ceiling for conversion, not a price anyone paid	Usually no fees; the uncertainty is when and whether it converts

Bought from the company in a round, or from an existing holder in a secondary sale. Your name goes on the company's cap table. Ask which class you would hold: common shares sit behind preferred shares, whose liquidation preferences are paid first in a sale.

Ask for: the transfer agreement; proof the company consents to the transfer (right of first refusal waived); the share class and the preferences ahead of it; any lock-up.

SPV units

A special-purpose vehicle pools investors and holds the shares. The vehicle is on the cap table; you are not. Your return is the vehicle's return after its fees and the organiser's carry.

Ask for: the operating agreement; the entry price per underlying share and the valuation it implies; carry and every fee; proof the vehicle holds the shares directly, and if not, what sits in between.

AMC (actively managed certificate)

Common in Switzerland. An issuer, usually a securitisation vehicle, issues a certificate with an ISIN that you hold in your bank custody account. Its value tracks a portfolio run by a manager, often a single pre-IPO position. Legally it is a structured product: a debt claim on the issuer. You do not own shares, and you do not own units in a vehicle that owns them. Terms vary by issuer and jurisdiction; this is a general picture, not legal advice.

Ask for: the termsheet and key information document; who the issuer is and whether its assets are segregated from its other obligations; the price per underlying share the certificate paid and the valuation that implies; every fee; how the shares are held; how, how often and by whom the NAV is set; what happens at an IPO or sale (shares or cash, lock-up, the issuer's early-termination rights).

SAFE and convertible note

Both mean money now, shares later. They exist because an early company has no agreed price yet, not because it has no shares. A note is a loan; a SAFE is not.

	Convertible note	SAFE
Legally	Debt	A contract for future shares, not debt
Interest	Yes, typically 4-8% a year, paid as extra shares at conversion	None
Maturity date	Yes, usually 18-24 months	None; it can stay outstanding indefinitely
If the company fails	Creditor, ahead of shareholders (in practice little is left)	Roughly alongside preferred shareholders
Conversion	At the next priced round, at the better of a cap or a discount	Same

Convertibles are mostly early-stage or bridge instruments. One offered to an individual in a late-stage company is unusual: ask why it is not a priced share or SPV offer.

Ask for: the cap, the discount and the conversion triggers; for a note, the interest rate, the maturity date and what happens at maturity; for a SAFE, whether it is post-money (fixes your percentage) or pre-money (each further SAFE dilutes you).

Quick way to tell which one you hold

Question	Shares	SPV units	AMC	SAFE or note
Is your name on the company's cap table?	Yes	No, the vehicle's is	No	Not until conversion
Is there a price per share today?	Yes	Indirectly; ask for it	Rarely stated; ask for it	No
Do you pay a fee on gains?	No	Usually (carry)	Usually (performance fee)	No
Does it have an ISIN and sit in your bank account?	No	No	Yes	No

Ready to look at a specific offer? Check my offer uses the instrument you pick to adjust the arithmetic and the questions to ask.