SpaceX SPV investors won’t know their true holdings until post-IPO lock-ups lift

A secondary investor, who asked to remain anonymous, told TechCrunch that some investors in “messy” multi-layered SPVs will be surprised to learn that some of the shares they expect to get will be “eroded by fees” pocketed by the SPV.

Ideally, the SPV manager communicates with the investors in their vehicle from the IPO date on. “Problem is you have a communication train with each person only knowing what’s going on in the layer above them,” the secondary investor said.

In short, the structural ownership of these vehicles has become so highly convoluted that even the best-intentioned SPV sponsors may end up inadvertently misleading their investors.

The biggest concern for downstream SPV investors is that they may not get any shares in SpaceX.

Giovanni Pennetta, the manager of Sestante Capital, was recently sentenced to four years in prison for fabricating access to non-existent allocations in the defense tech company Anduril.

The fear, of course, is that Pennetta is not the only deceptive sponsor out there. Investors at the bottom of these structures essentially had to confirm that every single manager above them was legitimate. But given the messy structures of these deals, it’s likely some buyers didn’t vet the entire chain.

“A friend just shared in confidence – they bought SpaceX through a 2 layer SPV in 2021. The returns are supposed to be worth any fees, the only problem – the SPV manager stopped responding to emails or calls,” Nick Davidov, founder of venture firm Davidovs Venture Collective, posted on X last month. He wrote that the investor hasn’t heard from the SPV manager for a year.

Idan Miller, managing partner at the secondary market Unicorns Exchange, is convinced that a few other bad actors will be revealed once lock ups expire.

“Once the lock up of the shares is removed, and these SPVs will start selling the shares, there will be some vehicles that will be revealed as scammers or fraud,” Miller told TechCrunch.