How SPV Holders Get Liquidity in a SpaceX IPO

Why is IPO CLUB talking about Interests and not shares?

You own non-voting membership units (Series Interests) in a specific Series of IPO CLUB LLC, a Delaware series limited liability company. Each Series is ring-fenced: it holds one designated investment, and its gains, losses, and liabilities are walled off from every other Series. You do not hold SpaceX shares directly, and you are not on SpaceX's cap table. The Series holds the SpaceX exposure on behalf of all its members, and you hold a proportional interest in that Series.

Prospective Investors should be aware that they are investing in a specific Series of the Fund and that each Series will correspond to a specific investment in one or more designated Portfolio Companies.Confidential Private Placement Memorandum

The exposure of the Series is held via upstream SPVs.

What is the difference between holding units in a Series and holding SpaceX shares directly?

Holding units means you have an economic interest in the Series that owns the SpaceX exposure, not legal title to SpaceX stock. The distinction matters because it determines when and how shares can reach you: the Series, through the Manager, controls the holding, settlement, and eventual distribution. As the PPM puts it, members rely on the Fund to collect, settle, and enforce its rights with respect to the Portfolio Company exposure.

What is a lock-up period and why does it apply to pre-IPO shares?

A lock-up is a contractual restriction, imposed by the issuer and its underwriters, that prevents existing holders from selling shares for a set period after an IPO. It applies to pre-IPO holdings like the SpaceX position because the shares were acquired privately and remain restricted until the issuer's conditions are met.

Pre-IPO opportunities are subject to restrictions and lock up periods imposed by the issuer.Confidential Private Placement Memorandum

How long is the lock-up after an IPO?

The PPM states that the typical lock-up period on an IPO is 180 days. It can be shorter or longer, and the exact length depends on terms that are only known at the time of the liquidity event, not beforehand. In the case of SpaceX, the lock-up period has some performance-based targets for earlier release, making the length of the lock-up period uncertain.

When does the lock-up clock actually start, at S-1 filing, pricing, or first trade?

The lock-up clock starts only when the IPO is priced and effective, not when a company files its S-1. SpaceX filed its Form S-1 registration statement with the U.S. Securities and Exchange Commission on May 20, 2026 (SEC EDGAR, CIK 0001181412), which is the first formal step toward an IPO, not the IPO itself. An S-1 is the start of the process; the lock-up clock does not begin until the offering is actually priced and effective.

After the lock-up ends, do I get shares or cash, and how soon?

Any distribution, and the form it takes, is made at the Manager's sole discretion.

A determination to make distributions, whether in cash, in kind, or a combination thereof, will be made at the sole discretion of the Manager.Confidential Private Placement Memorandum

It is the Manager's stated intent to distribute return of principal and profit in the form of shares, made as soon as practical after the lock-up expires. After lock-up there is also a settlement and transfer period before any shares or cash are actually credited to individual members. An IPO is the start of the distribution process, not the moment a distribution arrives.

How is my distribution calculated? The waterfall.

When the Series has a liquidity event and terminates, proceeds are distributed in a set order, to the extent proceeds are available. Before any distribution to members, the Series first pays its known liabilities and the expenses of the liquidation and sets aside reserves; only the remaining balance is distributed.

The proceeds of liquidation will be used to pay off known liabilities and establish reserves for contingent liabilities and expenses of liquidation of such Series, and any remaining balance will be applied and distributed to the Members and the Manager.Confidential Private Placement Memorandum

That remaining balance is then distributed:

In other words, and subject to available proceeds: costs come off the top, your capital contribution is returned next, then any remaining profit is split 80% to members and 20% to the Manager.

Will a transfer agent be involved?

A liquidity event of this kind typically involves brokers, transfer agents, and representatives of the issuer to move shares through each layer before they are credited to members. The PPM anticipates that, in the event of a public offering, sale, or other corporate event affecting the Portfolio Company, it could be complicated and uncertain and require further legal review, negotiation, and other acts for the Fund or members to work with brokers, transfer agents, and representatives of the Portfolio Company.

Why could distribution take longer than usual?

The SpaceX offering is widely reported to be among the largest IPOs to date, with a volume of pre-IPO holders and SPV vehicles that is unusually large. That scale can itself create delays at the distribution stage. Reconciling a large number of pre-IPO investors and intermediary layers before shares can be credited may take materially longer than a typical offering. The PPM is explicit that timing is uncertain and outside the Manager's control: distributions are made as soon as practical after the lock-up has expired, and there are a number of variables outside the Manager's control, including transfer restrictions, lock-up requirements, and issuer conditions.

Will my SpaceX distribution be in shares or cash?

The form of any distribution is at the Manager's sole discretion and may be cash, in kind (shares), or a combination, as the PPM provides. The Manager's stated intent is to distribute in the form of shares where practical, but that intent does not limit the Manager's discretion, and no investor should assume a particular form of distribution.

Will I take custody of shares at the moment of IPO?

No, and this is the single most common misconception. Some intermediaries have told investors they would gain custody at IPO. That is not how the structure works under the PPM. At IPO, the lock-up clock begins; distribution follows only after lock-up plus a settlement and transfer period. Your economic position is unchanged throughout, your proportional ownership of the Series is intact, but the timing of any distribution is governed by the issuer's lock-up and the settlement process, neither of which the Manager controls. An IPO is the start of that process, not the moment a distribution is delivered.

What happens to my position in a stock split?

A stock split adjusts the underlying holdings proportionally without changing economic ownership. If a 5-for-1 split is applied to the shares held by your Series, the underlying share count would generally increase proportionally while the per-share reference value decreases proportionally. The net economic position is unchanged. Final treatment is confirmed once the split is officially processed through the applicable issuer, transfer, custody, and fund records.

What happens if the company I invested in is acquired or merges with another, like in the case of xAI?

In a merger or acquisition, your Series' interest converts according to the terms of that transaction, which may result in shares of the surviving or acquiring entity.

Even if a Portfolio Company investment is disposed of via a merger, consolidation or similar transaction, the Fund's stock, security or other interests in the surviving entity may not be marketable.Confidential Private Placement Memorandum

The specific treatment depends on the deal terms, and distribution timing may differ from a straightforward IPO.

Are there differences in how multiple SPVs for the same company are handled?

Yes. Different Series or vehicles can differ in terms, timing, and distribution mechanics, depending on how and when each acquired its exposure. The PPM allows that Series may differ in terms of investment objective and trading strategy, fees, permitted subscription and withdrawal dates and notice periods, and in other respects. Where exposure was gained through different structures, the path to distribution can vary accordingly.

What is IPO CLUB's track record on past liquidity events?

IPO CLUB's Fund I (2020 vintage) has had eight portfolio companies reach a liquidity event to date, through IPO, direct or SPAC listing, or acquisition. You can review the realized exits at ipo.club/ipos. Realized exits have been delivered to members in the form of shares, with one delivered in cash. Past performance is not indicative of future results, and there can be no assurance that any current or future position will reach a liquidity event.

Do I have any voting or governance rights?

No. Series Interests are non-voting.

Holders of Series Interests have no voting or governance authority whatsoever.Confidential Private Placement Memorandum

All management decisions, including whether and when to distribute, rest with the Manager. Voting Common Membership Interests, which carry governance rights, are held solely by the founder.

Can I withdraw or redeem my investment before a liquidity event?

No. The Fund does not provide for redemptions, and there is no public market for the interests. The PPM states that members will not have the right to withdraw any amount of their investment in any Series, and that no investor should purchase Interests if such investor cannot afford to hold the Interests indefinitely.

What is the tax treatment? Will I receive a K-1?

Each Series is treated as a partnership for U.S. federal income tax purposes, so income and gains pass through to members. The PPM notes the Fund will file an annual information return on IRS Form 1065 and will provide information on Schedule K-1 to each member following the close of the Fund's taxable year if deemed necessary by the Manager. You may be allocated taxable income in a year even without receiving a cash distribution, so consult your own tax advisor.