NonPublic Pty Ltd (AFSL 482668) (NonPublic) is an Australian-licensed private markets investment platform that gives sophisticated, wholesale, and professional investors curated access to pre-IPO and private market opportunities, with a focus on leading United States late-stage AI, robotics, and defense companies.
Private market allocation in Australian financial advice is the practice of a financial adviser, planner, or investment consultant placing part of a client’s portfolio into assets that are not traded on a public exchange. It is available only to clients who meet the wholesale client test under the Corporations Act 2001, and it sits within the financial services and investment sector, which the Australian Securities and Investments Commission (ASIC) regulates.
NonPublic connects to that practice at the sourcing and screening stage. It screens each opportunity, holds it through a Special Purpose Vehicle under Australian Financial Services License (AFSL) 482668, and discloses its fees in writing.
Why Private Market Allocation Asks More of an Adviser Than a Listed Allocation
Australia has 15,012 financial advisers on ASIC’s Financial Advisers Register as at 2 July 2026, and a VanEck adviser survey in September 2025 found about 40 percent had made no private market allocation, with a further 27 percent allocating only opportunistically. The market they are assessing has grown quickly: Preqin estimates cited in ASIC’s REP 823 put Australia-focused private capital funds at $167 billion in March 2025, up from $68 billion in December 2014.
An adviser assessing one of those investments works without the quarterly reporting, continuous disclosure, and daily pricing that listed equities carry, so the file rests on what the sourcing party verified, what the vehicle documents say, and what the client was told about fees and exit.
What Is the Wholesale Client Test, and Who Certifies It?
A qualified accountant certifies the wholesale client test, which sets the financial threshold a client must clear to access offers that are not available to retail clients. Under the Corporations Act 2001, an individual generally qualifies with net assets of at least $2.5 million, or gross income of at least $250,000 in each of the previous two financial years. Both thresholds are unchanged since March 2002 and current as at August 2026. ASIC’s May 2024 submission to the Parliamentary Joint Committee proposed lifting them for inflation, to about $4.61 million and about $461,000. The committee’s February 2025 report recommended a periodic review mechanism instead, and the Government has not adopted an increase.
Sections 708(8)(c) and 761G(7)(c) require a certificate given within the six months before the offer is made, so advisers should obtain a fresh one for each transaction. The adviser’s own authorizations sit alongside the client’s eligibility: advising on unlisted securities for wholesale clients needs the advice authorization for that product class, and arranging the transaction needs the dealing authorization.
What Due Diligence Should an Adviser Complete Before Allocating?
Five checks come before an adviser allocates a client to a private market investment.
- License: the operator’s AFS license number, and whether its authorizations cover this product class and this client type.
- Fees in writing: every fee at every layer, including any charged inside an underlying vehicle.
- Holding and administration: who holds the underlying asset, who administers the vehicle, and who prepares investor statements.
- Liquidity terms: the exit mechanism, any redemption gate, and what happens if no buyer is found.
- Valuation methodology: how the position is valued between rounds, and who signs the valuation off.
- On the NonPublic platform, each opportunity sits inside a Special Purpose Vehicle established under AFSL 482668, and the client holds a stake in that vehicle rather than in the company directly. Each additional layer between the client and the underlying company can carry its own fee, add a counterparty, and add a step to any future distribution, so settle the layer count in writing first.
What Is ASIC’s Position on Australia’s Private Markets?
ASIC set out its position in Report 823 Advancing Australia’s evolving capital markets on 5 November 2025, recording concerns about valuation consistency, liquidity mismatch in open-ended private credit funds, disclosure quality, and conflicts of interest. REP 820, published the same day across 28 retail and wholesale funds, found that financial advisers were a key distribution channel, alongside aggressive direct marketing and two wholesale funds without adequate arrangements to confirm they were dealing only with wholesale clients. ASIC named poor private credit practices among its 2026 enforcement priorities on 13 November 2025. Those findings cover private credit rather than private technology equity, so the transferable point is the checklist.
How Should an Adviser Size a Private Market Allocation?
An adviser sizes a private market allocation by weighing the client’s liquidity needs, time horizon, and existing concentration. NonPublic groups the risks into four and asks an adviser to document each before an eligible wholesale client takes a position.
- Concentration: a single pre-IPO position is a bet on one company, one leadership team, and one path to a listing or sale.
- Disclosure: a private company does not publish quarterly results.
- Liquidity: there is no fixed exit date and no daily price, and a company that never lists or sells can leave a client holding the position indefinitely.
- Valuation: the position is marked between rounds rather than by a market.
- Milan Reinartz, Founder and Chief Executive Officer at NonPublic, says: “For eligible Australian wholesale investors, that opportunity has historically been out of reach. Our goal is to provide access to these companies at transparent fee structures through familiar Australian structures.
NonPublic completes the sourcing and due diligence, establishes the Special Purpose Vehicle under AFSL 482668, and publishes the fees. The suitability judgment stays with the adviser.
Frequently Asked Questions
Who is responsible for whether a private market investment suits the client?
The adviser is responsible. The statutory best interests duty in Division 2 of Part 7.7A of the Corporations Act applies to personal advice given to a retail client, so it does not attach to advice given to a wholesale client. A licensee still owes the section 912A obligation to provide financial services efficiently.
Photo by Waldemar Brandt: Unsplash
