Pre-IPO Secondary Vetting Report

Overview

A Pre-IPO Secondary Vetting Report is a paginated, twelve-section due-diligence document on a private pre-IPO company being evaluated for a secondary stake purchase. It is generated on demand from SEC Form D filings, public funding-round announcements, public LinkedIn signals, secondary-marketplace public listings (Forge / EquityZen / Hiive), and Serper press search. It takes three to five minutes to produce, costs 50 credits (about $20 USD), and is delivered as a shareable HTML report with a printable PDF view.

It is intended for an accredited investor evaluating a Forge / EquityZen / Hiive listing, a family office doing direct secondary purchases, or a syndicate pooling capital for a secondary deal.

The Five Frameworks We Adopt

ICD 203 — Analytic Standards (Office of the Director of National Intelligence)

The U.S. Intelligence Community’s Directive 203 defines nine tradecraft standards. We treat these as binding for every Pre-IPO Secondary Vetting Report. The discipline of expressing uncertainty explicitly is non-negotiable when reconstructing cap tables from public signals.

UK PHIA Probability Yardstick (UK Defence Intelligence)

Every probabilistic claim — founder credibility, IPO trajectory probability, liquidation-preference overhang estimation, secondary-pricing implied valuation — is expressed using the seven-band PHIA yardstick paired with an analytical-confidence rating.

Founder Due Diligence Methodology (MentionFox)

Section 3 (Founder & Team Full Due Diligence) applies the Founder Due Diligence methodology that anchors the Founder Vetting Report (vertical 1): named founder track record across prior shipped projects, prior funding history, prior employment at recognised brands, public-credibility signals, prior SEC enforcement / public litigation. For pre-IPO companies, founder credibility is a primary value-driver and warrants person-level Due Diligence.

Counterparty Due Diligence Framework (MentionFox)

Section 4 (Company Entity Audit) applies the Counterparty Due Diligence framework that anchors the Counterparty Vetting Report (vertical 10): legal name, jurisdiction of incorporation (Delaware C-corp standard for VC-backed companies), registered address, prior name changes, regulatory enforcement, related-party transactions disclosed in funding-round documents.

SEC Accredited-Investor Framework

The SEC’s accredited-investor definition under Rule 501 of Regulation D governs eligibility for unregistered private-securities purchases — including pre-IPO secondary stakes. The Pre-IPO Secondary Vetting Report is research synthesis for accredited investors who are already eligible to purchase such stakes. The methodology page’s use-disclosure banner reflects this constraint explicitly: this report is not for non-accredited investors and the underlying secondary marketplaces (Forge / EquityZen / Hiive) gate access at the accredited-investor threshold per their compliance programmes.

The Twelve Sections of a Pre-IPO Secondary Vetting Report

Cap Table Reconstruction — How We Apply It

Private-company cap tables are confidential by design. The Pre-IPO Secondary Vetting Report does not pretend to know what the actual cap table contains. Instead, Section 5 reconstructs an APPROXIMATE cap table from publicly-disclosed signals + standard-dilution-math inference:

1. SEC Form D filings. Every U.S. private-company round filed under Regulation D requires Form D submission to SEC EDGAR within 15 days of first sale. Form D discloses round size, total-amount-sold-to-date, and named selling commission recipients. We extract this directly. Public.
2. Funding-round announcements. Press releases (TechCrunch, The Information, Bloomberg, Reuters) typically disclose round size, named lead investor, named participating investors, sometimes pre/post-money valuation, sometimes structural terms.
3. Standard dilution math. Given disclosed round size + post-money valuation, we infer dilution per round (round size / post-money). Aggregating dilution across all disclosed rounds yields cumulative external-investor ownership; the residual is split between founders + employee pool per standard splits (typically 60-70% founders pre-Series-A, declining to 10-20% by late stage; employee pool typically 10-20% top-up at each round).
4. Pitchbook / Crunchbase free-tier data where present. Free-tier data is incomplete but supplements the above for valuation history.
5. Express in PHIA bands. Every reconstruction estimate is expressed as a PHIA-banded probability with confidence tier: "Realistic possibility (40-50%) founder allocation between 10-18% post-Series-E (Confidence: Low — inference from disclosed round sizes + standard dilution math; no internal cap-table access)."

Critical disclaimer: cap-table reconstruction is approximate. Actual founder allocations, employee pools, and investor stakes may differ from public-data inference by ±20% or more. The reconstruction is a starting point for buyer-side Due Diligence, not a substitute for buyer access to internal cap-table documents during a closing.

Data Sources — Free Public Only

• SEC EDGAR Form D filings — every U.S. Reg D private-company round. Free + immediate.
• Public funding-round announcements — TechCrunch, The Information, Bloomberg, Reuters, founder Twitter, company press releases.
• PitchBook / Crunchbase free tiers — supplementary valuation history where present.
• Public LinkedIn signals — employee-count growth as proxy for go-to-market / R&D investment.
• Secondary-marketplace public listings — Forge, EquityZen, Hiive, AngelList Secondary, Carta CartaX. We use only the public-facing listing data; we do not access account-gated content.
• SEC enforcement actions database — for any prior enforcement against named officers or the company entity.
• Serper — for general press / news search (IPO pipeline rumors, banker-selection signals, customer-win press).

What we do NOT use: PitchBook full subscription data, Crunchbase Pro full data, Bloomberg Terminal cap-table tools, internal data rooms, or any account-gated secondary marketplace content.

Honest Limits — what we do not do

Corrections Policy

Three commitments modeled on the BBC editorial corrections process:

1. Identification window. Errors flagged within thirty days of report generation are corrected on the canonical view URL within five business days.
2. Re-publication, not silent edit. Corrections preserve a redline diff between the original and corrected text, time-stamped, with a one-line explanation.
3. Subject right of reply. The company named in any Vetting Report may submit a one-paragraph factual rebuttal to corrections@mentionfox.com. Verifiable rebuttals attach to the report alongside the original section.

Data integrity floor — ALCOA. Every Pre-IPO Secondary Vetting Report carries an ALCOA Methodology footer.