Posts Tagged Private Equity

Two weeks ago these pages examined the SEC and CFTC's joint token taxonomy: sixty-eight pages and a formal classification framework, which most of the industry called a breakthrough. The better description was confirmation. This week something more revealing happened. The US House Financial Services Committee held a dedicated tokenization hearing, and the conclusion was not legislation. It was an admission that tokenization is arriving, that the market already exists at $26 billion and is growing, and that the statutory framework to govern it does not yet exist. The gap between what regulators can classify and what Congress can legislate is where the story sits. The 17 March taxonomy said what tokens are, and that matters. But knowing what something is and knowing how to govern it are different problems. The SEC and CFTC were explicit that their interpretation carries persuasive authority rather than binding force, and that only Congress can supply the statutory foundation. Congress, as of this week, is still preparing for that task. The CLARITY Act passed the House in July 2025. The Senate markup is targeted for late April. What follows, meaning conference, reconciliation and signature, is a process measured in months rather than days. The market does not pause while it runs.

SpaceX is filing its IPO prospectus this week, targeting a June 2026 listing. Reports place the fundraise at over $75 billion, with a projected valuation above $1.75 trillion, which would make it the largest public market debut on record. Those figures are reported rather than confirmed, and a projected valuation ahead of a filing is an expectation rather than a price. When it lists, institutional allocations will be carved out in the usual way, a public float will follow, and retail investors will be able to buy shares on an exchange. That is the standard process. What is less standard is the structure that existed before any of it, and since the filing marks the end of the pre-IPO period for this particular company, it is a reasonable moment to set out how that structure works. In February 2026, Tessera launched T-SpaceX on Solana, a token representing a loan participation right with economic exposure linked to SpaceX valuations. It was distributed through Meteora's Alpha Vault and DLMM and raised $279,000, and it was accessible to wallet holders without an accredited investor requirement, subject to the territorial restrictions that apply to all T-Tokens. The legal structure is a Cayman Islands SPC with a segregated portfolio holding the exposure through a participation agreement. The token carries a non-security legal opinion, on the basis that it is a participation right in a loan rather than a direct equity instrument. That distinction is what makes permissionless distribution viable in the jurisdictions where the opinion applies, and it is worth repeating that a legal opinion binds no regulator. On the infrastructure side, Chainlink Proof of Reserve provides on-chain verification that token supply matches the assets held in the portfolio, and Fireblocks MPC handles issuance, transfers and key management. The combination of a documented legal wrapper, on-chain reserve verification and institutional-grade token security is what distinguishes this from earlier attempts at private equity tokenization.

Most people assume traditional finance and decentralized finance are incompatible. One world of compliance, gatekeeping and custody; the other of permissionless composability and open access. Years spent operating across both, on Wall Street and on-chain, suggest a different reading. The core legal primitives of traditional finance often work better on-chain than the assumption allows. Start with the loan. In traditional finance, loan syndication distributes risk. Participants take economic exposure without doing origination work, which produces a creditor relationship rather than an ownership one. That is close to what decentralized lending protocols already do. Users lend assets to a pool and receive a claim on repayment plus yield. The economic structure is the same one, automated on-chain. The loan structure is composable in a way equity is not. It can be tokenized, transferred, used as collateral and integrated into yield strategies without triggering securities law in many jurisdictions, though the analysis is jurisdiction-specific and no structure is exempt everywhere. Equity-like tokens do none of that easily, because securities carry friction by design and removing the friction changes the instrument. T-SpaceX is a loan participation right. Token holders lend stablecoins, and the issuing subsidiary acquires economic exposure to SpaceX valuations through a Cayman SPC. There is no ownership, no voting right and no direct shareholder status. Redemption opens only once a Redemption Start Date is announced, which is a condition rather than an event that follows automatically from any transaction in the underlying. The instrument carries a non-security legal opinion and is natively composable on Solana. Two things belong next to that description rather than after it. A legal opinion is an opinion, obtained in a particular jurisdiction on particular facts, and it binds no regulator anywhere. And T-Tokens are not available in the US or other restricted territories, so the open access described here is bounded by an eligibility map that excludes a large share of the investors for whom the access argument is usually made. The comparison that matters is structural rather than competitive. An instrument that conveys direct equity faces constraints that a participation right does not: securities generally cannot sit unrestricted in a lending protocol, and they cannot be provided as liquidity on a decentralized exchange without the compliance apparatus that made them securities in the first place. That is a statement about what the instruments permit, and not a prediction about which projects succeed.

An earlier piece traced the evolution of tokenized private equity and the structures that might make it liquid. That leaves a question behind it. If private equity exposure can be structured as a non-security bearer instrument, who actually trades it? The answer shapes what kind of market this becomes, and it is the question Tessera works on. The thesis here is that retail investors rather than institutions will dominate trading demand in on-chain private equity, while institutional participants serve mainly as suppliers of the underlying assets through off-chain arrangements. If that holds, the resulting market looks structurally different from traditional private equity, with tokenization acting as both a price discovery mechanism and a source of exit liquidity. Momentum behind that idea has built through 2025. The Blockworks Research analyst Carlos Gonzalez Campo has predicted that shares of private companies including SpaceX and OpenAI will be tokenized over the following four years, and the tokenized asset market is projected to grow from $40 billion to $317 billion by 2028. The regulatory environment has turned more accommodating this year, and several major platforms are preparing tokenized private equity offerings. Robinhood is working on tokenization technology to give retail investors fractionalized ownership of US private assets, though it remains constrained by current accredited investor definitions. As of May 2025 the Security Token Market reports 826 tokenized projects totaling $63 billion in value, with large institutions actively tokenizing traditional financial assets. McKinsey projects the underlying value of tokenized assets reaching $2 trillion by 2030, with private equity among the more promising categories. Projections of that kind are estimates, and the gap between $317 billion and $2 trillion in overlapping forecasts is a reminder of how wide the uncertainty is.

Private equity has delivered strong long-run returns to the investors able to reach it. Cliffwater, studying the private equity allocations of 94 state pension systems, found that over the twenty-one fiscal years ending 30 June 2021 those allocations returned 11.0% annualized net of fees, exceeding by 4.1 percentage points the 6.9% the same pensions would otherwise have earned in public stocks. The cohort in that study is worth noticing: the long-run record belongs to large institutions because large institutions are the ones who could get in. Everyone else has been held back by high minimums, long lock-ups and thin options for selling early. The gap between the returns and the access is the area in which Tessera works, and it is worth setting out how the industry has tried to close it, what blockchain-based tokenization adds, and what still stands in the way. The constraints are structural rather than incidental. Capital is typically committed for eight to twelve years. Minimums often start at $1 million. Exits before the end of a fund's life have historically been scarce, transfers require cumbersome paperwork and general partner approval, and investors see limited detail about the underlying assets in the meantime. Those conditions keep most investors out altogether. They also create problems for the institutions that are already in, since a pension fund or endowment that needs to rebalance cannot simply sell a fund interest the way it sells a listed security.

On 12 September the chief executive of Anthropic published an essay arguing that the industry should slow the rate at which it improves model capabilities. The heads of OpenAI, xAI and Google DeepMind all responded in public within a day, and the coverage has treated that as three rivals agreeing. Agreement on the direction is not agreement on the mechanism, and on the mechanism they do not agree. This piece does not judge whether the argument is right. It examines the first of the three proposed steps, because that step is a disclosure mechanism, and disclosure mechanisms are readable from here. Each frontier company would give ongoing, employee-like access to a team of embedded third-party evaluators, covering not just finished models but training pipelines and processes. Strip the subject matter away and the shape is familiar. This is a proposal to install an independent party inside the building, with standing access and the right to publish what it finds.

The Tranche You Can See argued that of the shares coming off the SpaceX lock-up, only the affiliates' tranche would leave a record, making it the one part where "did they sell" has a documented answer. That tranche released on 10 September. The answer turns out to be nothing. SpaceX's filing history on EDGAR holds ten Form 3s, a single Form 4, and no Form 144 at all. That one Form 4 was filed by the founder in the week of the listing and reports a period of 2 February 2026, which makes it the paperwork of going public rather than a record of anyone trading after it. Read that way, the count of post-listing insider transaction reports is not one. It is zero. That covers the 6 August release of up to 911.5 million shares, the 20 August tranche, the 9 September tranche, and the affiliates' own release on 10 September.

Up to 319.0 million SpaceX Class A shares came off the lock-up this morning, 7% of the shares subject to the 180-day agreement. Tomorrow, up to 59.1 million more become eligible. Those two rows sit one day apart in the schedule, and they are not the same kind of event. The first is everybody but the affiliates. The second is the affiliates themselves. That gap is the difference between stock whose sale nobody will ever observe and stock whose sale is filed. Four rows carry the affiliate exclusion, and after the September 10th those rows simply disappear. This piece reads the lock-up table, checking where the word affiliates stops, and why the ninetieth day is not the coincidence it looks like.

Priced in a Room argued that the largest open question about Kalshi was binary and near-term: federally regulated derivatives market or unlicensed gambling operation, to be answered by courts and regulators within a year or two. Eight days later the Ninth Circuit answered it, affirming the dissolution of Kalshi's injunction against Nevada's gaming regulator. Five days after that, New Jersey asked the Supreme Court to answer it again, because the Third Circuit had already ruled the other way in April. Much of the coverage says the Ninth Circuit held that sports event contracts are not swaps. It did not. The posture is a preliminary injunction, so the finding is that Kalshi did not show a likelihood of success on preemption, not a merits ruling. Anyone marking a position off the headline is marking off a decision that has not happened yet. This piece looks at what a circuit split and a certiorari petition actually do to the question, and why the answer that arrived is not the one the 20 August piece expected.

SpaceX's $100 billion Louisiana spaceport will not be auditable before 2027 and will not produce anything measurable before 2029. Who Counts the Capex asked what happens to a number like that: announced capex commits nothing and leaves no line item if it never arrives. This piece asks what happens to the holders, because the SpaceX share register is turning over on a published schedule long before the announcement can be checked.