Posts Tagged Lock-Up Expiry

Monday's piece examined SpaceX and the structural asymmetry that determines who can act when a private company goes public. The argument was not about SpaceX specifically. It was about how private markets are designed, and why the holders who appear best positioned at a listing are often the ones most constrained by it. That argument applies equally to Kalshi. SpaceX builds rockets and satellite internet. Kalshi builds infrastructure for prediction markets. The businesses are entirely different. From a capital markets perspective they share an architecture: late-stage private companies with institutional validation, closed cap tables, and a listing trajectory that is increasingly visible without being accessible. Kalshi raised $1 billion at a $22 billion valuation earlier this year. The round was institutional and the cap table is closed. Whenever Kalshi lists, private equity holders will face the same 180-day lock-up that governs every major IPO, the same window will open, and the same constraints will determine who can act in it. The pattern repeats regardless of sector.

On 1 April, SpaceX confidentially filed its S-1 with the SEC. A June Nasdaq listing, a targeted $1.75 trillion valuation and up to $75 billion to raise, which would be more than two and a half times the largest US IPO on record. Those figures are reported rather than confirmed, and a confidential filing is an option to list rather than a listing. What the filing settles is less whether than when, and the question worth asking alongside it is who is structurally positioned when it happens. An IPO is not the beginning of the story. It is often closer to the end. When SpaceX goes public, three groups will hold exposure to the event. The first group, private equity holders, have been in for years. They have the lowest cost basis and the largest unrealized gain on paper, and they are subject to a 180-day lock-up from the date of listing. They cannot sell into the public market during the period of peak post-listing enthusiasm. By the time they can, the initial enthusiasm has typically faded and insider supply is weighing on the price. Their gain is real. The window they are excluded from is often the most active one. The second group, buyers on the day, get access at the listing price. That sounds attractive until oversubscription is considered. Circle's listing in June 2025 was twenty-five times oversubscribed, and Robinhood allocated retail investors roughly 11% of what they requested. Effective position sizes are small, and the outcome is timing-dependent in both directions: sell early and the position was a short-term trade, hold long and post-lock-up selling pressure from the first group erodes the gain. The third group are T-SpaceX holders. T-SpaceX is structured as a loan participation right trading on a decentralized exchange on Solana. Because it is not an equity instrument, its holders are not subject to the 180-day lock-up governing the underlying shares. Circle's trajectory illustrates what that asymmetry meant in one case. The stock listed at $31, rose to nearly $299 within three weeks, and had round-tripped almost entirely to its opening price by the time the lock-up expired six months later. The most active window was narrow, roughly three to six weeks, and it was structurally inaccessible to private equity holders. Buyers on the day who caught it held small positions. T-SpaceX holders face neither constraint. They entered at a pre-IPO price, they hold a token that trades continuously, and they face no lock-up. That combination, pre-IPO entry pricing with unconstrained post-listing liquidity, has not historically been available to any single investor class. Two limits belong on that. Continuous tradability describes what the instrument permits rather than what any market will offer, and a token that can be sold still requires somebody willing to buy it. And T-Tokens are not available in the US or other restricted territories.

When SpaceX files for its IPO, three groups of people will hold exposure to one of the most anticipated liquidity events in a generation. Only one of them is structurally positioned to act at the moment of peak liquidity. The other two are constrained, and in one case the constraint is contractual and absolute. Circle's recent listing serves as a live case study. Circle went public on 5 June 2025 at $31 per share. The deal was twenty-five times oversubscribed, and retail investors on Robinhood received roughly 11% of what they requested. By late June, barely three weeks later, the stock had reached nearly $299. Then the 180-day lock-up clock began. When that period expired in December 2025, the stock had round-tripped almost entirely to its opening price. The June window of liquidity and price discovery had closed, and anyone excluded from it missed it entirely. This is not specific to Circle. It is the shape of a great many high-profile listings.

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.

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.

SpaceX’s first major post-IPO lock-up release offered a useful test of how these events actually behave. Ahead of the 6 August release, 3 claims were on the table: the conditional 455.8 million-share tranche would remain locked, eligibility to sell would not necessarily mean actual selling, and an expanding free float could create additional passive demand alongside new supply. The conditional tranche did fail its price test, leaving 911.5 million shares eligible for release. SpaceX’s free float then jumped from roughly 4.9% to 11.8%. But instead of collapsing under the new supply, the stock rose 6.1% on release day and closed at $133.11 the following session, up another 15.83%. Two of the 3 predictions held. The third was never actually tested. The bigger lesson is that a lock-up expiry is more complicated than “more shares = more selling.” Eligibility, actual selling, float mechanics, and market demand are separate forces, and the SpaceX release showed why that distinction matters.

Earlier this week, the argument was that SpaceX's Nasdaq-100 inclusion failed to lift the stock because the market had already priced it in. The rule change was public, the timing was known, and the passive buying was predictable. The obvious follow-up question is whether the same logic applies to upcoming lock-up expirations. If everyone knows the dates and the number of shares involved, shouldn't those already be priced in too? The answer highlights an important distinction in market structure: must versus may. Index funds must buy. Insiders may sell. That difference explains why some highly anticipated events disappear into the price, while others continue to move markets.

Nasdaq's new fast-entry rule, which went live on May 1, significantly alters the timeline for very large IPOs. A newly listed company can now join the Nasdaq-100 after just 15 trading days if its market cap ranks within the top 40 existing constituents, eliminating the previous waiting period. This change has immediate implications for SpaceX. The anticipated IPO timeline suggests a public S-1 filing in the second half of May, followed by a roadshow starting in early June and a listing later that month. With a standard 180-day lock-up period expiring in the second half of December, SpaceX, valued between $1.75 trillion and $2 trillion, is likely to qualify for fast entry as soon as it becomes eligible. This adjustment creates a new dynamic for how the stock price may develop.