In short
A pre-IPO investor’s SpaceX exposure vanished after investing through layered special purpose vehicles (SPVs), and he says the SPV sold his interest before SpaceX’s IPO.
Guests/backgrounds
The episode centers on Ram Ruperetti (data engineer) and includes reporting by The Wall Street Journal’s Corey Dribush and interviews with unnamed legal experts; Late Stage Management is the SPV operator discussed. Four other investors are also quoted, and the SEC is referenced.
Key claims
SPVs sell “interest” in private shares, often with promises to hold until a liquidity event, but SPVs are lightly regulated and can be “SPVs all the way down.” Ruperetti bought $17,000+ via Late Stage Management, believed shares would be sold after IPO, but his account later showed SpaceX holdings sold Dec 31, 2024; he received only $45,450 and no notice.
Notable examples
Late Stage Management’s online portal downtime; Late Stage allegedly repackaged interests from an offshore Bahamas firm (Capital Truth) into further layers; investors filing complaints with the SEC.
Written by AI. May contain mistakes. Listen to the episode to check what was said.
Chapters
Tap a time to open that second in VORupertty's Investment Journey
0:00 to 2:36
Learn how Ram Rupertty invested in SpaceX and the complexities involved.
“Back in 2020, a data engineer named Ram Ruperetti was feeling lucky.”
Understanding Special Purpose Vehicles
3:42 to 6:20
Explore the role and risks of SPVs in private company investments.
“So private companies, they need a lot of money, especially private companies with as great of ambitions as SpaceX has.”
The Layers of Investment Complexity
6:21 to 9:29
Unpack the multi-layered structure of investments in SpaceX through SPVs.
“But SPVs aren't actually selling shares of a company.”
Rupertty's Disappointment with SpaceX IPO
9:30 to 14:03
Hear about the shocking results of Rupertty's investment following the IPO.
“It then appears to have repackaged the interests, sold them to late stage.”
Rupert Reddy's Investment Experience
14:03 to 16:41
Learn about Rupert Reddy's unexpected experience with his SpaceX shares.
“He also got a message from Late Stage's main email address that told him that the tax administrator couldn't tell him anything about the online portal and that the portal was under maintenance.”
The Challenges of SPV Regulation
16:41 to 17:50
Understand the regulatory challenges facing Special Purpose Vehicles (SPVs).
“Rupert Reddy says he hasn't cashed out what's in his late-stage account because he believes he's owed more.”
The IPO Market and Investment Risks
17:50 to 19:30
Explore the implications of SPVs on the IPO market and investment risks.
“And so, like, what does their existence sort of tell us about the state of the IPO market or the ways that people want to or are able to invest their money?”
Transcript
Automatic transcript. May contain errors.0:05Back in 2020, a data engineer named Ram Ruperetti was feeling lucky. He had gotten a chance to buy into one of the hottest tech companies in the world. He was speaking to friends and one of them mentioned to him, hey, I have some opportunities to buy into companies before they go public. And top on his list was the opportunity maybe to buy shares of SpaceX, Elon Musk's rocket company. Our colleague Corey Dribush spoke with Rupi Reddy about it. My friends knew that, you know, I invested in SpaceX for a long time, right? Wherever I go, they used to tease me, now you're a millionaire, you have this many stocks and all that stuff, so, you know.
0:53— Because Rupert Reddy got in as a pre-IPO investor, it meant that whenever SpaceX went public, he was set to potentially make a lot of money. — When he bought into the shares in late 2020 and early 2021, the valuation of SpaceX was around$58 billion. So as that valuation grew, his plans grew as well. One of his children is going to be a senior this fall in high school. So in his head, this will pay for that college education.
1:31But the way Rupert Reddy was invested in SpaceX was pretty complicated. It was through something called a special purpose vehicle, or SPV. He wasn't buying the actual shares of the company. He was buying a share or an interest in a fund, and the fund supposedly held shares of the company. So he was a little bit removed. He was a little bit removed, and as we continue, we'll understand how far removed he ended up being. SPVs can be a lucrative way to get access to private markets, but they can also be risky, and they're mostly unregulated. When SpaceX went public earlier this year, lots of investors made bank.
2:20But Rupertty found out that his shares were missing from his account. His dream of a windfall quickly turned into a bit of a logistical nightmare.
2:35Welcome to The Journal, our show about money, business, and power. I'm Jessica Mendoza. It's Thursday, August 13th.
2:49Coming up on the show, the SpaceX shares that vanished before investors could cash in.
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3:42For about 25 years, SpaceX operated as a private company. So private companies, they need a lot of money, especially private companies with as great of ambitions as SpaceX has. They need money to fund that. So throughout their growth as private companies, they sell shares to raise capital. SpaceX invited an elite group of people to invest in the company by buying those shares.
4:13So investors, venture capital funds, think family offices or other friends, as we've written about, friends of Musk himself, were early backers in SpaceX. So every time SpaceX was doing a share sale, they were offered, oftentimes first, the shares to purchase. Okay. But a rule that regulators have that the Securities and Exchange Commission has is that you can only have up to 2 ,000 investors who are listed on what is called like your capitalization table for a private company before you have to start putting out more financial disclosures. Otherwise, you essentially are almost forced to become a public company.
4:58So over time, SpaceX would go back to the same pool of investors, who then found themselves with a lot of shares. And many of those investors realized they wanted to do something with them. And maybe if, think about a venture capital firm who has bought in for many, many years, they don't need to buy another$100 million worth of shares. But they don't want to miss out on that opportunity either. So they started to turn around and say, you know what, we will buy, give us$50 million worth of shares, say. I'm just giving a hypothetical. We will create a fund. A fund or special purpose vehicle where investors can put their private company shares, in this case SpaceX, and sell exposure, also called interest, to someone who isn't one of the company's millionaire investors.
5:53It will sell interest to other investors who otherwise have no way of accessing SpaceX, aren't friends with Musk, don't have a connection. And they've figured, oh, we're doing a service. Also, we're going to attach a nice little fee on there. So we're going to make money in the process, too. And ultimately, what SPVs do is create an opportunity for more people to invest in buzzy companies before they go public. But SPVs aren't actually selling shares of a company. They're selling exposure to or interest in the company's shares. As a lawyer described to me, it's like a trust exercise. You're being told, you know, when this company goes public, we promise we will deliver these shares.
6:40You have to trust that. You have to trust that they have the shares and that they will deliver them to you when they say they will. And people can make money from SPVs. Even Ram Rubaretti. He'd invested in other companies through SPVs in the past. And in those cases, things went smoothly. Fees were taken out, as to be expected. And he said he didn't actually make that much money. But he didn't lose money. And he felt that it displayed some trust that, okay, this works. This is what happens. And if it's a high-flying stock, they have the chance to have made a lot of money. But that's not what happened with Rupertty's investment in SpaceX.
7:23This was an example of how things can go wrong. To get exposure to SpaceX, Rupertty invested over$17 ,000 in an SPV run by a firm called Late Stage Management. Okay, so tell me about Late Stage Management, this investment firm that Rupertty put money in. What do we know about it? So Late Stage is based in New Jersey. It was founded in 2015, and it marketed itself to individual investors as a way to access the buzziest hot tech companies before they went public. It advertised that it only made money once a company's shares went public. And so investors like Rupertty believed that their shares wouldn't be sold until after their IPOs.
8:21And for the most part, everything seemed pretty legit to Rupertty. There was an online portal where he could look at his investments. Late Stage also sent him tax forms every year. But it turns out that Late Stage wasn't directly invested in SpaceX. It was actually invested in another SPV.
8:45So instead, there were multiple layers between it and the actual SpaceX shares. If you remember when I told you that early investors have access to this SpaceX stock, they buy them, they put them in the funds, and then they sell the interest. while sometimes somebody who buys that interest decides we want to create our own fund and sell interest in that SPV. So that's a second layer removed. Sometimes there can be third layers or fourth layers as well. So the farther you get away from the actual SpaceX stock, the more complicated things get. Right. So it was like SPVs all the way down. Yes. From what we can understand and from what our reporting shows, a private offshore investment firm based in the Bahamas called Capital Truth acquired a portion of an SPV that owned pre-IPO SpaceX shares.
9:45It then appears to have repackaged the interests, sold them to late stage.
9:53And that exposure was what Rupertty had purchased. For years, he didn't realize how far removed he was. And did you know that these were SBEs? Like, did they talk about that with you? Yeah, I was not really sure about that it was SPV. You were not really sure? I was not sure.
10:18The reality was that Rupertty was layers away from owning SpaceX stock. That became clear to him when SpaceX went public, and his shares were nowhere to be found. That's next.
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11:20In June, SpaceX launched its IPO in one of the biggest public offerings in history. Setting the stage for what could become the largest stock market listing on record. The company was valued at$1.77 trillion. And lots of people were excited about the possibility of making big money, including Ram Rupertty. I was thinking, this is going to be, you know, give us a fortune, right? You know, basically. Did you celebrate? Did you have like a fancy dinner with your wife? Oh, yes. We did go out for dinner that day. Understandably, when he started hearing the potential valuations or how much SpaceX could be worth at its IPO, he got excited.
12:06Lots of zeros there. Lots of zeros. Trillion dollars. Who could imagine? He said the day of the IPO, many of his friends knew he had purchased shares in this SPV and were texting him, congratulating him. His neighbors were joking, when are you going to throw a big party to celebrate? So there was a lot of excitement. Rupertty estimated that he had 2 ,500 shares in SpaceX and that after the IPO, those shares would be worth more than$300 ,000. Shortly after SpaceX went public, Rupertty went online to look at his late-stage account. But the portal was down. He couldn't access the portal, and he got nervous.
12:55When the portal came back online, his late-stage account said for the first time that his SpaceX holdings were sold on December 31st, 2024. That meant the shares of SpaceX he had exposure to had been sold a year and a half earlier, long before the IPO. This was news to Rupertty. He says he tried to get a hold of Late Stage. He called Late Stage's main line dozens of times, but he said no one answered. So on June 23rd, he wrote to Late Stage's operations email address asking for clarification, noting that this update raised a lot of questions. He also added an administrator at a New Jersey accounting firm that handled late-stage's tax forms to the email chain.
13:47He just wanted another person to maybe be able to respond to him. The tax administrator responded, telling Rupertty that they were conducting a comprehensive review. She said they would have information for him in a few months. He also got a message from Late Stage's main email address that told him that the tax administrator couldn't tell him anything about the online portal and that the portal was under maintenance. And then three days later, the operations email sent a note saying the portal would be back up and working later that day. And when he logged on, his account showed he no longer held any SpaceX shares, but that his prior investment had resulted in$45 ,450 in his account, which he could claim.
14:38More than$45 ,000 isn't nothing. But remember, Rupertty believed he was going to get$300 ,000 because he thought his shares would be sold after SpaceX's IPO, not a year and a half before.
14:57So they said he should have received an email at that time in September 2024. So Rupert Reddy said he searched his spam, his junk, email folders, trash. And he said he never received any communication from late stage about a sale in his stock. And he hadn't received any proceeds. And his tax documents, which were reviewed by the journal from 2024 and 2025, said he still held the positions. So can an SPV do that? Sell a share before the company goes public? It all comes down to what their offering documents say. And most say, provide a promise that it is, the plan is to hold on to the shares until a liquidity event the company is acquired or goes public.
15:48So it is rarely an expectation that it would be sold ahead of time. Late Stage didn't respond to repeated requests for comment. The journal attempted to deliver questions to Late Stage's listed address, but a property manager at the building said the company moved out three years ago. So I guess, like, what ultimately happened to Ruperty? I think that really, and this was described to me by a lawyer, that ultimately if you are investing in something, you need to make sure that you own what you think you own. And it's hard to do, but the closer one is to the actual shares, the better it seems. That's what some legal experts have told me.
16:31It's hard to say what exactly happened with Rupert Reddy, and that is now something that is being investigated. Rupert Reddy says he hasn't cashed out what's in his late-stage account because he believes he's owed more. Some investors have hired lawyers to fight for what they say they're owed. I am from India originally, but I did not expect these things could happen in the U.S. But I was amazed by the audacity of these people, you know, they could pull off something like this. The journal spoke to four other investors who shared similar complaints about late-stage SPVs. Some, including Rupert Reddy, have raised the issue with the SEC.
17:12As to how all this could happen? Well, SPVs aren't really regulated that much. SBBs are pretty lightly regulated. They're not subject to the same oversight as mutual funds, say. They aren't required to publicly report who their investors are or what their holdings are. And they aren't required to file audited financials or detailed income statements. And they don't even need SEC approval before they can raise money. So they sort of operate in a much more gray area, I would say. And so, like, what does their existence sort of tell us about the state of the IPO market or the ways that people want to or are able to invest their money?
18:05I think it speaks to this excitement about risk. It seems that traders and investors want ways to have the potential to earn a lot of money faster. And also this recognition that pre-IPO investing has enriched so many people. Those lucky investors, they're millionaires, if not billionaires, from those investments. and there's sort of become almost a two-stock market system. The stock market for the rich is the private markets. And SPVs grew from that, this feeling that if you're not the super wealthy, maybe you can gain access to SpaceX or OpenAI or Anthropic through these SPV funds. And you were so desperate to be a part of that club of pre-IPO investors that many people started ignoring the risks or the red flags of maybe this is very far removed, maybe this won't look like what I think it's going to look like.
19:25So in a season that is looking at a lot of big IPOs, I mean, could SPVs spell trouble or greater risk for people? I think it remains to be seen. Going off of reader feedback from my story that published, it seems there's a lot of concerns about SPVs that are currently out there. So I think we're going to be writing a lot more about SPVs in the coming months.
20:12that's all for today Thursday August 13th the journal is a co-production of Spotify and the Wall Street Journal if you like our show follow us on Spotify or wherever you get your podcasts we're out every weekday afternoon thanks for listening see you tomorrow the right window treatments change everything your sleep your privacy the way every room looks and feels. At Blinds.com, we've spent 30 years making it surprisingly simple to get exactly what your home needs. We've covered over 25 million windows and have 50 ,000 five-star reviews to prove we deliver. Whether you DIY it or want a pro to handle everything from measure to install, we have you covered.
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From the publisher
After the massive initial public offering earlier this year, some investors who thought they had gotten early exposure to shares of SpaceX discovered things may not have been quite what they seemed. WSJ's Corrie Driebusch chronicles the rise of special-purpose vehicle funds and the issues some investors are facing as they navigate private markets. Jessica Mendoza hosts.
Further Listening:
- 'Eject! Eject! Eject!' Inside the Private Credit Panic
- Is SpaceX Worth the Hype?
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