Don't be deceived by DeepSeek's share.

Since April 2026, DeepSeek, which has always been "flush with cash", has opened up for financing, and the entire venture capital circle has been in an uproar. News has been constantly spreading, and its valuation has soared from $10 billion all the way to over $50 billion. The National Major Industry Investment Fund is in talks to lead the investment, and Liang Wenfeng personally invests $20 billion...

However, just at this moment, my colleagues and I saw in different Moments and WeChat groups that some people were selling the LP shares of DeepSeek. Some even emphasized with certainty that "the $5 billion GP shares are gone, but there are still LP shares." In today's fifth episode of 【Frontline】, let's talk about the LP shares of DeepSeek.

01

First of all, I want to say that LPs should be careful and not be scammed by these so - called DeepSeek shares on the market. To understand how big this scam is, first understand how rare the DeepSeek shares are.

An unverified piece of news is that previously, Liang Wenfeng never participated in the negotiations himself and let the team handle them on his behalf. However, the requirements for institutions are quite high. For example, a single investment should be no less than $1 billion. He doesn't want a "group - buying round" and doesn't want to accept funds from large companies to avoid "taking sides."

Moreover, DeepSeek has never raised funds before. Except for the team's equity incentives, the founder Liang Wenfeng directly and indirectly holds 84.29% of the shares and has almost 100% of the voting rights. That is to say, even if this round of financing is successful, the shares flowing to the outside world are extremely scarce. In short, DeepSeek's financing is still in progress, and very few institutions have actually obtained the shares and entered the game. It is rumored that only one VC institution has been confirmed so far, let alone the LP shares.

02

So, where do the LP shares on the market come from? This has to mention the special - purpose funds that have been very popular in recent years.

Currently, the market is very hot. For LPs, compared with blind - pool funds, the advantages of special - purpose funds are obvious. China Venture Capital has talked about this a lot before. However, the hot market has also given rise to a kind of "fund - raising - oriented special - purpose fund." Simply put, it is oriented towards fundraising. When they see a hot trend and a star project, they try to get involved. They use the shares of non - existent or uncertain star projects as a stepping - stone to find LPs.

An investor who often participates in popular projects told me that the DeepSeek shares are such a case. "They've been selling them for more than half a month," and he straightforwardly told me, "They're fake."

However, although the shares don't exist, it doesn't prevent these special - purpose funds from raising money. First, they will tell LPs that they are trying to get the DeepSeek shares or have already obtained the subscription opportunity in the second - or third - tier structure through a special channel. Some LPs think that with a valuation of $50 billion, even the National Major Industry Investment Fund is vying for DeepSeek. If they can get a share of it, wouldn't they make a fortune?

If the LP transfers the money, but they can't get the DeepSeek shares at all, what should they do? Here comes the classic operation. First, they "wait", delaying again and again, telling you that the shares are still being negotiated, still in the process, and still waiting for approval. Then, they "replace". There are really no DeepSeek shares, but there are shares in other projects. Do you want to take a look? Even if they really get the shares of DeepSeek or other projects, there is still the "trap". They package the LP's funds layer by layer through SPV in a multi - level nesting way. With just the management fees, it's enough for the LPs to "suffer".

03

But can you say that they are completely scamming LPs? Not necessarily.

They are indeed investing in projects and looking for opportunities to promote subsequent projects to you. They just take advantage of DeepSeek's popularity to freeze this money. In short, it's like using a borrowed chicken to lay eggs. Without a star project as a stepping - stone, they can't raise funds; without money, they can't survive; without survival, they have no chance to access star projects.

Moreover, restricted by regulations such as fund filing, the operation of special - purpose funds is a bit like the capital pool of P2P in the past. Finding projects and raising funds are actually parallel. There are many well - known institutions in the market that rely on this way to survive. This is the current market cycle, cruel but real.

What needs special attention is that whether in China or abroad, this "chaos wave of star - project shares" is not something new.

In China, companies like Unitree and Kimi have also issued similar announcements. China Venture Capital has written about this before, so I won't go into details.

Just last week, Anthropic updated its official statement, with an unprecedentedly tough tone: "Any sale or transfer of Anthropic stock without the approval of our board of directors is invalid and will not be recognized in the company's books and records."

Anthropic also specifically emphasized that it does not allow SPVs to acquire its shares. Any third - party claiming to sell Anthropic stock to the public (whether through direct sales, forward contracts, or stock tokens) may be suspected of fraud or providing worthless investments due to transfer restrictions.

OpenAI also issued an announcement on the same day, stating that all equity is subject to transfer restrictions. No shares may be transferred without the written consent of the company. Any unauthorized sale is not only unauthorized but also invalid.

The purpose, of course, is to go public. To clarify the equity structure, they have to clean up the non - compliant small shareholders. The two giants are joining hands to keep the "wild shareholders" out. Those intermediate platforms and SPVs that make a living by packaging star - project shares on the market edge will naturally shirk their responsibilities cleanly, but it's the LPs who suffer.

04

However, finally, I want to say that LPs are not completely unaware of the tricks here. As mentioned before, although these special - purpose funds are fundraising - oriented, they are really not idle when it comes to projects, and their methods are diverse. As far as I know, some institutions even knock on the founder's door with gold bricks in the middle of the night.

In addition, if they get the project shares, but the investment window period is too short and the money hasn't arrived yet, what should they do? Some institutions will even look for bridge funds or borrow usury to invest in the project first. They will repay the money when they raise the funds.

In short, besides DeepSeek, it's not completely impossible to help LPs obtain shares in some star projects. But in a market full of temptations, LPs really need to be more careful. Sometimes, learning to say no is much more important than seizing opportunities.

This article is from the WeChat official account “China Venture Capital”, written by Zhang Nan, and reprinted by 36Kr with authorization.