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Some private investors are unsure of what shares they have purchased in the SpaceX IPO

Tejpaul Bhatia, an entrepreneur from India, is certain that he has a piece of Elon Musk?s 'SpaceX. He can't be sure. SpaceX, which was valued at $75 billion when the former Google executive joined the industry in 2021 had already become one of the most sought-after private firms. Early backers and institutions associated with Musk held the majority of shares. Bhatia was unable to buy shares directly so he turned towards the secondary market, where a loose group of brokers trades privately held company shares.

Bhatia's shares, which were purchased through brokers, are difficult to verify.

Bhatia said, "I hope I wasn't duped," the former CEO of Axiom space. "I'm not sure, but there's still no way to tell."

He refused to reveal the amount of his investment or the name of the broker.

Many are willing to pay more for the chance to own SpaceX shares prior its public offering. They will also live with any uncertainty. He said, "This is the hottest IPO in history."

Bhatia has joined a growing number of investors who are pouring money into SpaceX via the opaque market that exists for private company shares. These deals are often made through special-purpose vehicles (SPVs), which do not own shares of the company. Investors pool their money to buy rights to purchase shares at a future date.

Mitchell Littman is a New York attorney who advises SPV managers, secondary market investors and other parties involved in the transactions. He said, "Everytime there is a lot of hype about these types of things, fraudsters will come out because they see an opportunity."

SpaceX, Securities and Exchange Commission and Department of Justice did not respond to requests for comment.

TECH GIANTS ARE GETTING A HUGE HIT WITH THEIR APPETITE

SpaceX, as well as other private companies such OpenAI that are gaining traction, have reshaped how initial public offerings work. Many of the most valuable companies in the world are still private, building their brand and creating intense investor demand. This is unlike years ago when fast-growing technology companies were more likely to go public.

Investors who don't want to miss out on the IPO have flocked to secondary markets where shares are traded before the IPO. The use of multiple investment vehicles has also increased as demand has risen. According to two brokers, shares can go through up to five intermediaries with their own layers of fees.

Namek Zu'bi said, "It is getting a bit loosey-goosey," who manages an asset fund of more than $500,000,000. He claimed he declined requests from his investors to invest in SpaceX because he was concerned about fraud.

Zu'bi stated that "a lot of people will make a lot money." "But there will also be a lot people who are shocked or surprised" to find out that they do not own any shares.

Investors can only see the SPV directly above them in many deals. They cannot tell if the shares on top are real. One senior executive from the secondary market industry said, "That is not enough to ensure that the shares are real."

The increased layering of costs can reduce the profit margins for the IPO and the upside potential for investors.

The greater dangers are paying too much and adding multiple layers of fees, said Jay Ritter. He is a University of Florida professor emeritus, who studies IPOs. Ritter added that investors have limited upside when starting with a high valuation. History shows that even companies that have a large revenue multiple tend to lag behind the market.

FEAR OF FRAUD GROWING

Some investors are worried that they may only have paper when SpaceX goes public. SPVs are under closer scrutiny in recent years after a series of high-profile 'pre-IPO fraud cases. Giovanni Pennetta, a financier from New York, was arrested in December at the JFK Airport on charges that he had set up a phony investment vehicle for the sale of non-existent shares in Anduril. Pennetta pleaded to charges of wire fraud earlier this month. A financier in 2023 was sentenced eight years in prison for defrauding over 50 investors, who gave him $6 million in order to purchase pre-IPO shares of multiple companies including SpaceX.

Since then, the Department of Justice did not announce a pre-IPO case involving SpaceX. Investors and executives in the industry said that the company's popularity had increased risks.

The Fear of Missing Out Fuels Risk-Taking

Peter Wright, a broker who acts for Emirati Sheikhs, received a message via text last month from another broker. The sheikh wanted to buy a large amount of SpaceX.

The message read: "We are looking for a buyer of SpaceX shares. We have a family-owned business interested in buying $1.2 billion worth of stock.

Even an offer that large did not "open the door" to a possible deal. Wright and the broker for the sheikh told the client that he couldn't purchase shares directly. The transaction did not close.

Wright stated that his firm will not work on deals where there are more than one intermediary. He cited the difficulty in determining ownership. He said that diligence was impossible at this point.

Zu'bi says that fear of missing out is more important than the fundamentals when it comes to driving demand.

They want to tell their yacht friend: "Hey, I am in SpaceX." "Are you also in SpaceX?" he asked. (Reporting and editing by Joe Brock and Dawn Kopecki in Washington and Echo Wang in New York; and Joey Roulette and David Jeans, in New York)

(source: Reuters)