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SpaceX’s IPO might open the floodgates — and secondaries are booming within the meantime


SpaceX is reportedly lining up 4 main Wall Avenue banks for a possible 2026 IPO — a transfer that would sign the long-awaited reopening of the general public markets after a years-long IPO drought.

Within the meantime, late-stage non-public firms like SpaceX are discovering different methods to create liquidity for workers and early shareholders, largely by means of a fast-growing secondary market.

To unpack what SpaceX’s IPO chatter means, how non-public liquidity works earlier than a debut, and what traders are on the lookout for in in the present day’s pre-IPO giants, we spoke with Greg Martin, managing director at Rainmaker Securities, a broker-dealer specializing in secondary share transactions for late-stage non-public firms.

You possibly can pay attention right here or wherever you get your podcasts, or learn the dialog beneath.

This interview has been edited for brevity and readability.

Greg, welcome to the present. Earlier than we dive in, are you able to share a bit about your background?

I’m founder and managing director of Rainmaker Securities, which focuses on serving to giant late-stage, pre-IPO firms transact shares within the secondary market. I’m additionally the founding father of a secondary agency that buys non-public firm shares known as Archer Capital Group, and co-founder of Liquid Inventory, a enterprise that helps staff and executives train their choices utilizing their shares as collateral. 

I’m positive the secondaries enterprise has been booming with this IPO drought from the previous couple years.

Little doubt. Personal firms are staying non-public for much longer now. Many of those companies — together with SpaceX and different firms that will be high 30 within the S&P 500 — would traditionally have gone public years in the past.

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These firms are vital in our financial system, and traders actually need entry to those firms. On the identical time, there are shareholders and executives and founders who’ve been in them for a very long time and wish to begin seeing some liquidity from their shares, that are a really excessive share of their internet price. 

So these two forces have created a thriving secondary market. And we solely see this pattern rising as a result of extra market cap is now housed within the non-public markets.

Do you think about the secondary markets shifting if we’ve a break in IPOs this yr?

It’s an attention-grabbing query, as a result of clearly when a SpaceX goes public, you could possibly argue that $800 billion has simply left the non-public system and is now within the public markets. However I believe it simply will increase curiosity in additional firms providing liquidity, and extra traders coming into non-public markets. Whereas SpaceX is a one-of-kind firm, there are loads of firms which might be being began in the present day and which might be rising very quick. I imply, three or 4 years in the past, what have been OpenAI and Anthropic valued at? These are actually over a trillion {dollars} of mixed market cap. 

I actually see the pattern of the chance within the non-public secondary areas as rising total, and admittedly, once we see the matriculation of SpaceX to the general public markets, I believe it’s going to really improve the capital market curiosity in non-public firms.

What are some stuff you’re noticing across the SpaceX IPO?

If you concentrate on the IPO market the previous couple of years, it’s been fairly dismal since 2021, so the markets are actually ready for a bellwether firm. And I believe SpaceX is clearly a bellwether firm…and there’s an enormous quantity of curiosity in that firm. 

SpaceX additionally simply did a young at an $800 billion valuation, and we see a ton of curiosity on our platform at Rainmaker in persevering with to purchase into the secondary. And it’s not simply SpaceX. 

We’re seeing loads of curiosity in a few of the different bellwether firms, whether or not it’s ByteDance, whether or not it’s Stripe, Databricks, clearly OpenAI, Anthropic, the AI companies, Perplexity. So there may be loads of curiosity, however SpaceX, I believe, is the one which persons are following probably the most intently. And I actually suppose it might create a reset within the IPO market if it have been to go public this yr.

What sort of bid motion are you seeing in your platform?

SpaceX has continued to defy gravity. Even throughout the down durations of ‘22 and ‘23, SpaceX was the one firm that continued to cost up each time there was a touch of the corporate going public. 

We have now seen a big uptick in curiosity, each from a measurement and a worth level – it’s already pricing nicely above the place the final tender spherical was and getting nearer to that trillion and a half that that they had mentioned as a possible IPO worth.  

Elon Musk famously mentioned he wouldn’t take SpaceX public till rockets have been flying to Mars commonly. Why is he racing to the general public markets now?

The corporate has been non-public for a very long time, so I wouldn’t say he’s racing to go public, though his stance has shifted.

We’re in an excellent market, we’re in any respect time highs throughout the board. SpaceX has seen a considerable amount of curiosity within the non-public markets, however the non-public markets are constrained. Not each investor on the planet can entry the non-public markets. 

SpaceX has an enormous alternative in entrance of it. They dominate the rocket-launching enterprise. 

They’re constructing an incredible Starlink enterprise. They’ve Starship, which has so many companies associated to it, whether or not it’s sending bulk payloads into area or logistics world wide. Now they’re speaking about constructing knowledge facilities in area, and as a really vertically built-in firm, they will handle it. 

And so it simply is smart, given the optimistic market dynamics and big potential alternative that SpaceX might tackle throughout its many enterprise traces. Why not go and unlock all the remainder of the capital markets to assist them fund their companies?

You may argue that it does open up that potential threat channel. I believe in the event that they do a public providing, it’ll most likely be a sliver deal, so solely 5% of their firm that’s technically obtainable. Now we’ll see what occurs, however at the very least issues will probably be out within the open and publicly disclosed, to allow them to see who owns their shares. 

The query will then change into, do any of those firms – even when they’re in adversarial international locations – have any actual management? In the event that they’re simply financial pursuits, that’s one thing that may be tolerated. The fact is, Elon and a fairly tight knit group of individuals will nonetheless proceed to regulate the corporate. 

You mentioned it’s not a race to IPO, but it surely actually feels that means now, partially due to Elon Musk’s public feud with Sam Altman who can also be chasing near a $1 trillion IPO. Altman can also be seeking to purchase Stoke House, whereas Bezos is speaking about orbital knowledge facilities. Numerous rivals seem like converging on the same mission. 

SpaceX’s success goes to breed some imitation. We’ve heard now that Bezos goes to launch a communication community to compete with Starlink, however they’re a good distance behind. And OpenAI has its personal set of capital dangers within the core enterprise that they’ve to deal with. So for them to go public makes a ton of sense, as a result of the AI commerce remains to be extremely popular within the public markets. They’ve an insatiable want for capital proper now, in the event you have a look at their burn charge. So there’s no level in them constraining the traders that may entry their firm, as a result of proper now they want capital. 

I believe SpaceX generally is a little extra measured. They will discover the suitable time when the market presents itself nicely, as a result of they’ve a enterprise that’s largely worthwhile, they usually have dominance of their two key companies. In order that they’re within the driver’s seat.

If there’s any downdraft out there, I believe they’ll keep non-public. 

It’s not all roses for SpaceX. They’re dealing with their very own challenges launching Starship V3, and several other of their plane have exploded over the previous yr. However loads of that may not matter since that is an Elon Musk firm, and people are inclined to do nicely by way of inventory worth simply off the again of his title. How do you suppose the SpaceX IPO will probably be priced relative to what its precise stability sheet says, versus the affect of Elon Musk and his empire? 

It’ll undoubtedly get a premium a number of. There’s an Elon halo impact, and he’s delivered. Despite the fact that Tesla’s main revenues come from cars, it’s fully vertically built-in. It captures knowledge. It now has self-driving taxis. It has Optimus robots –

It’s received a minimal rollout of self-driving taxis and Optimus remains to be years away…

Robots are the longer term at Tesla. Tesla is mostly a state-of-the-art manufacturing firm, and Elon owns xAI, Twitter, SpaceX – these firms could be very virtuous. 

I do suppose there’s a halo impact round Elon and that creates some strain, too. So I count on he’ll get a premium nicely and above what typical market charges could be for a corporation like SpaceX, given their stability sheet and income.

I believe individuals imagine in the way forward for a knowledge heart in area that’s cooled by area and run by photo voltaic panels instantly from the solar. I imply, it sounds loopy and pie within the sky, similar to going to Mars sounds loopy and pie within the sky. But when anybody can do it, Elon’s most likely the man.

You say that, however he hasn’t truly carried out loads of the bizarre pie within the sky stuff that he has promised to do. Actually, others have beat him to the punch, particularly with regards to full self-driving. 

That will probably be debated by traders and will probably be the place the stress is. Once you put a lot worth within the perception that one particular person can exceed expectations constantly, that’s a giant problem. And a few individuals is not going to be snug with that threat. 

How vital is it that SpaceX is lining up banks for a 2026 IPO?

It’s a reasonably large sign. I don’t suppose they’re simply enjoying video games.

However having a dialog with banks doesn’t essentially imply the IPO is coming this yr. What are another indicators that individuals might look ahead to when an organization is on the brink of go public – not simply SpaceX, however anybody?

Take a look at the individuals they rent and if that portends extra of an IPO senior govt workforce versus an entrepreneurial workforce. If they appear actually centered on a chief accounting officer from a public firm. Or if there’s a swap out and a brand new CFO is available in with deep public firm expertise. In the event that they’re beefing up their investor relations workforce, accounting, authorized. 

Corporations like SpaceX have had public grade groups for some time, so I don’t suppose there’s so much to be taught there.

Zooming out somewhat bit, how would you say non-public market valuations sometimes examine to what firms obtain of their IPOs?

It’s signal for personal firms to pre-understand their demand. If an organization didn’t have that they usually mainly needed to depend on a two-week advertising interval from once they file publicly or if they begin a street present the place they solely discuss to high accountants, that’s typically when you may have a extremely tough pricing surroundings as a result of they’re not getting correct worth discovery.

So we’re actually pushing firms to really open up your non-public secondary functionality  as a result of it’s a good way to develop worth discovery nicely upfront of the IPO, to begin getting individuals connected to your enterprise, to open your self as much as a broader investor base. That means, by the point you do go in your street present, you even have a fairly good view of what your worth ought to be, and you find yourself with a way more environment friendly IPO. 

Take into consideration when Figma went public and traded up 200%—that’s probably not IPO. That’s an organization that most likely didn’t do superb worth discovery upfront. 

Stroll us by means of how secondaries truly work. Let’s say I’m a SpaceX worker with inventory choices. What are my choices earlier than IPO? 

All non-public firms will not be created equally. SpaceX has very tight controls on their cap desk, partially as a result of they don’t wish to exceed the variety of shareholders, at which level they must be a public firm. And so House X, not like most firms, runs tender gives two or thrice a yr, so there tends to be an affordable quantity of liquidity for workers. 

Now there’s additionally what I might name the SPV (particular function car) world that trades in SpaceX, the place individuals put their shares in SPVs after which commerce items of their SPVs, fairly than the shares themselves. So there truly isn’t a cap desk change, however there may be an financial possession change by advantage of buying and selling items within the SPV. That’s the place a lot of the buying and selling in SpaceX lies. 

Whereas some firms enable buying and selling of shares instantly on their cap desk, and a few firms completely prohibit all secondary transactions, which I don’t suppose is a good suggestion. That’s why individuals work with companies like Rainmaker, as a result of we get to know the businesses. We get to understand how they monitor and guard trades so we may help get these trades carried out. We may help present liquidity for individuals who need it. We will present both possession of the shares or possession within the economics of the shares for traders.

You say entry to info is one among an investor’s largest issues within the secondary markets. Does Rainmaker assist present info?

We work with some firms the place we’re offered knowledge rooms and may present entry to info. We do our personal analysis on something publicly obtainable and have a view of provide and demand dynamics. So we’ve loads of info we will present, however we will’t share inside firm info except the corporate permits it. More and more, we’re serving to firms with these processes. The extra info we will present, the decrease the chance for traders, and that tends to open up markets. Nevertheless it’s an evolving course of. These are non-public firms for a cause—they’re guarded with what they wish to share, and we’re very respectful of that.

What are refined traders on the lookout for once they purchase pre-IPO shares at this scale?

Identical to a standard investor, they might need to have the ability to do their due diligence throughout financials, throughout administration. They actually would love an understanding of the cap desk – like what number of shares are excellent, what’s the preferences? What does this worth characterize? What’s the debt? They might love to know what the provision and demand equilibrium is like.

The extra they’ve, the higher. That’s why they’re extra snug with extra public-facing non-public firms, like SpaceX – even with out actual historic financials – than the much less well-known names.

Are you seeing extra of an urge for food for purchasing secondary shares from different late-stage unicorns? What firms would you level to?

We proceed to see substantial demand for firms like Databricks, Stripe, OpenAI, Anthropic, xAI, ByteDance. The AI commerce continues to be sturdy, whether or not it’s Lambda Labs or Cohere, which is a Canadian firm close to and pricey to my coronary heart. 

As firms sign they’re going to go public – like Discord, Motive, Canva – individuals get a sense that there’s going to be liquidity, and that’s once we begin to see issues open. There are most likely 20 to 30 firms on our platform that commerce fairly commonly, and that simply continues to develop. Because the IPO market begins to open up, we’re going to see that broaden. 

Like in 2021, we have been buying and selling tons of of firms, after which because the IPO market closed, and that quantity compressed. However final yr was our largest yr – we have been buying and selling over $1 billion price of secondaries.

The place can our listeners join with you on-line?

I’m on LinkedIn. They will come go to my web site, at Rainmakersecurities.com in the event that they’re seeking to promote shares, they might come to archercapg.com. In the event that they’re seeking to train their choices, they might come to liquidstock.com.

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