SpaceX의 '블라인드 박스 주주' 현상: 마트료시카 구조 속 누가 맨몸으로 수영하고 있나?

A couple of days ago, the Wall Street Journal published a report about a hedge fund that almost no one has heard of, named Darsana Capital.

This fund was only founded in 2014 and is relatively small. In 2019, it made a decision: to bet on a rocket company that wasn't yet public. That year, SpaceX was valued at about $30 billion.

Seven years later, SpaceX is going public with an estimated valuation of $1.75 trillion. The approximately $600 million Darsana invested over that period is now worth around $15 billion. This single bet is one of the most profitable hedge fund trades in Wall Street history. The SpaceX position alone accounts for nearly 60% of Darsana's total assets.

SpaceX, set to be the largest IPO ever, also fires the starting gun for this year's wave of tech company listings. Stories like Darsana's are frequently appearing in the news. Google's $900 million investment in 2015 is now worth over $100 billion. Founders Fund's $20 million lifeline investment in 2008 has ballooned to $19.5 billion.

But flip to other reports, and the picture is completely different.

In late March, both Bloomberg and Reuters reported a strange phenomenon: a group of investors bought SpaceX shares but couldn't confirm if they actually owned them. One of them, an entrepreneur named Tejpaul Bhatia, believed he held SpaceX stock but had no way to verify the authenticity of the shares that supposedly belonged to him.

On one side, there are wealth-creation myths precise to the billion; on the other, people who can't even confirm whether their purchase went through. How can the same company, headed for the same IPO, create such a stark divide?

The Private Secondary Market Fueled by 'AI Anxiety'

Over the past two or three years, AI has driven valuations in the primary market to absurd heights.

Companies like OpenAI, Anthropic, xAI, and SpaceX have valuations reaching hundreds of billions or even trillions of dollars, and they're still rising rapidly. Ordinary investors look at these numbers and have only one thought: I want a piece of that too.

There have never been so many people eager to get in. The problem is, none of these companies are public. For the average person, finding a way to buy in before the IPO is nearly impossible.

Just look at the list of SpaceX shareholders. Large institutions and strategic investors hold positions worth billions or tens of billions of dollars. Alphabet, Google's parent company, alone holds over $100 billion. Currently, all publicly accessible channels, a handful of ETFs and funds holding SpaceX, add up to an exposure of only about $1 billion.

Based on a $2 trillion valuation, how much could SpaceX's investors make?

Moreover, most avenues block ordinary people. Most channels in the private market are open only to accredited investors. In the US, this means an annual income exceeding $200,000 or net worth over $1 million (excluding primary residence). Those who don't meet this threshold can't even squeeze into that $1 billion small opening.

For anything else, this disparity would be enough to discourage people. But FOMO works in the opposite way. The scarcer the opportunity, and the more you see others profiting, the more you want to force your way in.

The money doesn't retreat. It flows into a place called the private secondary market.

This market specializes in trading shares of unlisted companies. Early investors and employees wanting to cash out, and those who missed the early boat wanting to get in, are matched by intermediary platforms, funds, and various vehicles that constitute this market.

In recent years, it has ballooned beyond belief. Since 2019, its size has tripled. Total transaction volume was approximately $162 billion in 2024, grew to around $230 billion in 2025, and is projected to reach $250 billion in 2026. The number of companies willing to open their shares for secondary transfers jumped from 12 to 31 in just one year.

As money pours in, sellers of SpaceX shares pour out.

How many poured out? According to the New York Times, there are at least 170 Special Purpose Vehicles (SPVs) that have held SpaceX shares. An SPV is a shell. Someone gets a bit of SpaceX stock, puts it into the shell, and then sells shares of that shell to subsequent investors. One hundred and seventy shells, all centered around the same company.

These shells come from all sorts of backgrounds.

In October 2025, an institution called Witz Ventures launched an SPV on the fundraising platform Republic. Named The Cashmere Fund, this single shell packaged three of the hottest targets – xAI, SpaceX, and Perplexity – and sold them to retail investors. About 150 listeners of the financial podcast "Rich Habits," through collective group buying, also jumped the queue into SpaceX. Rapper 2 Chainz and SkyBridge founder Anthony Scaramucci have both publicly claimed to hold SpaceX shares.

Retired NBA player Tristan Thompson stated on a show that he invested in SpaceX at a $300 billion valuation.

The problem is that this swarm of middlemen is a mixed bag of good and bad.

One institution, Vika Ventures, collected $5.9 million from investors, promising to buy SpaceX shares. It was later discovered that the founder used the money to buy luxury watches and a private jet. In 2023, another financial broker was sentenced to eight years for defrauding over 50 investors of nearly $6 million, also selling pre-IPO shares including SpaceX.

Another once-popular platform, Linqto, which specialized in marquee names like SpaceX, went bankrupt in 2025. The SEC is investigating whether it properly verified the accredited investor status of its users, affecting over 13,000 investors.

Even if you don't encounter fraudsters, things aren't necessarily clear.

DataPower Capital is an institution trading in SpaceX stakes. Its founder, David Yakobovitch, told the New York Times that he only accepts transactions one layer removed from SpaceX. "Go a few more layers down," he said, "and things start to get muddy."

Nesting Down to the Fifth Layer

Let's go back to those 150 listeners of the Rich Habits podcast. They didn't buy SpaceX.

They bought into Witz Ventures, and Witz Ventures bought a stake in DataPower Capital. DataPower is the one that directly acquired shares from a registered SpaceX shareholder. In other words, between an ordinary person who clicks 'buy' on a podcast and the actual SpaceX stock, there are at least two to three layers of shells.

With each additional layer, two things happen simultaneously.

First, the money shrinks. Independent developer levelsio calculated on social media: Suppose you invest $100,000 in SpaceX through three layers of SPVs. The outermost layer might charge a 6% setup fee, with the inner two layers taking management fees and performance cuts. The money that actually reaches the SpaceX base level is only about $69,000. Before any profit is made, 30% is already gone.

Second, the truth becomes distant. A fatal feature of this SPV structure is that investors in each layer can only see the layer immediately above them. You buy the outermost shell. The manager tells you it holds shares in the next shell down. Is that next layer real or fake? Does it ultimately rest on actual SpaceX stock? You can't see it, and you have no right to verify it.

Among those 170 shells, the deepest nesting goes down to five layers. This is why individuals like Bhatia can't confirm their holdings. It's not because they aren't diligent enough; it's that the structure is designed to prevent those outside the shell from seeing inside.

Why could the SpaceX matryoshka dolls nest so deep?

This depends on how long it has stayed in the private market. Founded in 2002 and going public in 2026, it remained private for a full 24 years.

What does 24 years mean? The average age of tech companies that went public in 1999 was just 4 years. For those in 2014, it was 11 years. In recent years, the median age for US companies going public has stretched to 14 years. SpaceX's 24 years is an extreme on an already lengthening curve.

The longer a company stays in the private market, the more years its shares are bought, sold, and encased in shells. SpaceX's shares have been circulating over-the-counter for over two decades, with layers and layers of shells built outside.

The lengthening private period isn't unique to SpaceX.

Over the years, the median age of US companies going public has risen steadily from 6 years in 1980 to 13.5 years in 2024. The reason is simple: there's just too much money in the private market.

As of 2023, global venture capital firms held over $650 billion in dry powder. Companies don't lack funding, so they naturally aren't in a hurry to face the earnings pressure and regulatory scrutiny of the public market. Consequently, the number of unicorns (companies valued over $1 billion) keeps piling up. Globally, there are now over 1,500, worth a combined $6 trillion, and most haven't raised a round at a public valuation in over three years.

The longer a company stays private, the longer the shares of its employees and early investors are locked up. For those wanting to cash out, the secondary market is the only exit. This demand piles up, and SPVs specifically designed to absorb this demand sprout up in droves.

During the venture capital peak in 2021, the number of new SPVs established in the US jumped 235% year-over-year. By the third quarter of 2024, there were over 2,400 countable and still-operating SPVs. When a tool is used so extensively and repeatedly over two decades, nesting down to five layers is almost an inevitable outcome.

And SpaceX happens to be one of the strictest companies in the entire private market regarding its stock. Externally, SpaceX exercises its right of first refusal on almost every share transfer, intercepting trades before they happen. It conducts share buybacks every six months, buying back shares employees want to sell and keeping them within its controlled pool.

The tighter the door is welded shut, the higher the price of tickets outside.

SpaceX's own pricing is clear: during its share buyback in July 2025, the price corresponded to a $400 billion valuation; six months later in December, it doubled to $800 billion. But secondary market quotes have long since run ahead. The Forge platform quotes around $1.23 trillion, Hiive shows $1.45 trillion, and the crypto trading platform Hyperliquid lists futures contracts corresponding to over $2 trillion, even higher than the valuation SpaceX is targeting for its IPO.

Adding to the tangled mess are the mergers. In March 2025, Musk merged X (formerly Twitter) into his AI company, xAI. In February 2026, SpaceX then fully acquired xAI. Those who had previously bought Twitter or xAI, along with their entire set of back-end shells, all got attached to the SpaceX shareholder registry through two stock swaps.

Opening a Mystery Box

With the nesting reaching this level, the companies themselves are getting uneasy.

In May 2026, Anthropic and OpenAI both issued public statements, clearly telling the market that any share transfers not approved by the board are void and will not be recorded on the company's books. They specifically named eight platforms, including Forge and Hiive, as unauthorized. As soon as the news broke, related tokens on-chain for pre-IPO secondary markets plummeted by 30-40% in a single day.

This kind of announcement targeting secondary market trading isn't a spur-of-the-moment act by just one or two companies.

Not long ago, the robotics company Figure AI, amid reports of a $39.5 billion valuation, also stepped in to block secondary trades of its shares. Almost all the hottest targets in the private market – Anthropic, SpaceX, Anduril, Stripe, Databricks – are doing the same thing: turning their tolerance for secondary transactions down to zero.

Why the collective crackdown?

This brings us to a 'red line' for going public that often goes unnoticed. According to US rules, if a company has more than 2,000 shareholders, even if it's private, it must disclose its finances regularly like a public company. The nesting SPV structure makes it impossible for a company to know exactly how many shareholders it has. One SPV counts as just one entry on the registry, but it might hold hundreds of people behind it. If a company inadvertently crosses the 2,000-shareholder line, it's forced to open its books.

Another reason relates to pricing employee stock options. If a company's shares are freely traded and bid up to high prices in the secondary market, the company can't ignore that number when setting the strike price for new employee options. The crazier the secondary market, the less valuable the employees' options become.

More critically, it's about information. Shareholders legally have the right to access company operating information. For AI companies, model architecture, training data, and computing arrangements are core secrets that cannot leak. If a company can't even count its own shareholders, it can't control where this information is flowing.

Cleaning up an uncountable number of shareholders, protecting option pricing, and closing information leaks are not new problems individually. But when the secondary market balloons to $230 billion and nesting reaches five layers, companies find they can't control it through private means anymore. So they step to the front, writing the phrase "Your shares are not valid" for the first time in official public announcements. SpaceX hasn't issued a similar statement, but its right of first refusal essentially does the same thing.

That single word "invalid" from the companies leaves the multi-layered shells hanging in limbo. You bought an SPV and paid for it. Whether the underlying SpaceX stock was ever approved or even exists, no one can tell you for sure until the company publicly reconciles its shareholder registry.

So buying a SpaceX SPV increasingly feels like opening a mystery box.

The opening date is fixed. On June 12th, when SpaceX rings the bell on the Nasdaq, the IPO filing documents will, for the first time, include a public and verifiable shareholder registry. Every single layer of shell built around its stock over the past 20+ years must be reconciled at that moment. If it matches, the box contains real stock. If not, it's worthless paper. Bhatia will find out on that day which one he got.

But after SpaceX, there's OpenAI, Anthropic, and a long list of names waiting in line. Just scroll through your social media feed, and you'll see posts from intermediaries offering to invest in these hottest AI companies.

The hot money generated by AI in recent years has nowhere to go. The genuinely worthwhile targets are few and tightly locked up. With too much money and too narrow a door, countless shells grow in between.

As long as this imbalance persists, the private secondary market will remain as it is: a mystery box that everyone wants to play, but no one can truly say what they've drawn.