SpaceX is set to go public on Friday, yet some investors who participated via special purpose vehicles (SPVs) still have no clarity on how many shares they will receive—or whether they will receive any at all. Investing through SPVs, in which multiple parties combine their capital to back a single company, has existed for years. Yet SpaceX stands as a unique example of an IPO featuring multiple tiers of these instruments. In recent years, high demand for SpaceX shares has led investors in an SPV to occasionally create a new SPV from their holdings, resulting in structures stacked four or five layers deep. SpaceX will serve as the first major test of whether such multi-layer SPVs are legitimate. In recent months, Anthropic and Anduril have said they will no longer allow these structures. Nearly a dozen SPV managers and secondary-market investors told TechCrunch that backers in lower-tier vehicles could end up owning fewer shares than expected—or, in rare cases, none at all. In most cases, these investors won’t find out exactly how many SpaceX shares they hold until the company’s rolling lock-up periods, which unfold over roughly four months, start to expire. SPV managers won’t start distributing shares to investors in these vehicles until they themselves have received access to the shares, sources told TechCrunch. Lock-up agreements bar insiders—such as employees, their friends and family, and venture investors—from selling shares for a designated period following an IPO, thereby avoiding heavy selling pressure on the stock. According to Justin Ernest, founder and managing partner of Sabertooth Capital, a firm that primarily invests in first-layer SPVs, these vehicles have 30 days to distribute stock to their investors. As a result, the layer beneath it may have to wait up to 30 days to receive its allocation, forcing the vehicle below that to delay even further before it can distribute shares to its investors. Ernest estimates that the lowest SPV tier may need to wait eight or nine months for its final payout. A secondary investor, who requested anonymity, told TechCrunch that investors in complex, multi-layered SPVs may be caught off guard to discover that the shares they’re counting on will be reduced by fees taken by the SPV itself. In an ideal scenario, the SPV manager would begin communicating with investors in their vehicle as soon as the IPO is announced.
