No single buyer wanted my whole position. Three of them together did.
The company only wanted to deal with one counterparty. I found three buyers and gave them one.
Angel investor, position larger than typical secondary buyers wanted
Illustrative composite. A representative scenario built from how angel secondaries commonly play out — realistic numbers, written in the first person, not the record of a specific named person or company.
Deal snapshot
- Side
- Selling
- Sector
- Gaming
- Stage at entry
- Seed
- Original check
- $75,000
- Company requirement
- One transferee only
- Solution
- Single-purpose SPV, 3 buyers
- Sold at
- 17% below last round
A position too big for one buyer, too small to split cleanly
My $75,000 check had grown into a position most individual secondary buyers found too large for a single check, but the company's transfer policy only allowed one new name added to the cap table per sale — no splitting my shares across three separate direct buyers.
The SPV as a workaround
A lawyer I'd worked with before set up a single-purpose SPV — a lightweight LLC that would hold my shares as one entity, satisfying the company's one-transferee rule, while three separate investors each bought a membership interest in the SPV itself. The company saw one new name on its cap table; the economics were split three ways underneath.
This isn't free — SPV formation, admin, and ongoing filing costs money, which I split with the buyers as part of the negotiated price. But it unlocked a sale that otherwise had no path forward given the company's policy.
When this is worth it
For a position too large for a single typical buyer, standing up an SPV can be the only way to sell without either finding one very large buyer or negotiating an exception to the company's transfer policy. It adds cost and complexity, so it only makes sense above a certain deal size — this wouldn't have been worth it for a $10,000 position.
What to take from this
- Check the company's transfer policy — some cap the number of new counterparties per sale.
- An SPV can pool several buyers into one cap-table entry, satisfying a one-transferee restriction.
- SPV formation and admin costs mean this structure only pays off for larger positions.
Every angel who has held a position long enough eventually faces a version of this decision. For the mechanics behind stories like this one, see the guide to how secondaries work.