SpaceX will be the first major test of the legitimacy of multi-layer SPV. In recent months, Anthropic and Anduril have announced that they are disallowing these structures.

Nearly a dozen SPV managers and secondary market investors who spoke to TechCrunch said that backers in lower-tier vehicles might find they own fewer shares than they think or, in rare cases, that they may not receive any shares at all.

In most situations, these investors won’t learn how many SpaceX shares they actually own until the company’s rolling lock-ups, scheduled to take place over about four months, begin to lift. That’s because SPV managers won’t begin distributing shares to investors in these vehicles until they get access to the shares themselves, sources told TechCrunch. Lock-up agreements prevent insiders, including employees, their friends and family, and venture investors, from selling shares for a set period after an IPO to prevent excessive selling pressure on the stock.

The first-layer SPV will have 30 days to distribute stock to its investors, said Justin Ernest, founder and managing partner of Sabertooth Capital, a firm that invests primarily in first-layer SPVs. Consequently, the next layer down likely won’t get its shares for as long as 30 days, meaning the vehicle below that must wait even longer to deliver stock to its own backers. For the final disbursement, the bottom SPV layer may have to wait eight or nine months, Ernest estimates.