137 Ventures has closed $700 million across two new funds as the market braces for a potential SpaceX public listing. The capital will be divided between a vehicle for primary investments and tenders, and a separate pool for founders and employees. SpaceX filed a confidential draft registration with the US Securities and Exchange Commission, and filings and market reports indicate an unusually large target valuation and plans to raise a very large amount of capital. The timing places private-market investors and secondary buyers in a central role ahead of an expected listing.

137 Ventures is a repeat investor in SpaceX. The firm said the new funds are aimed at backing startups over longer horizons. "We've been a little bit under the radar," Justin Fishner-Wolfson, managing partner at 137 Ventures, said in an interview. He added the firm has built "meaningful stakes on a percentage and absolute dollar basis in some of the world’s most important companies."

Fund structure and purpose

The $700 million will be split into two distinct pools. One fund will target primary investments and tenders. The other will provide a vehicle for founders and employees of startups that 137 backs. Fishner-Wolfson said that structure lets the firm support companies through multiple stages of growth and offer liquidity to insiders when markets or personal needs demand it.

137 Ventures has used similar structures before to buy secondary stakes in late-stage private companies. That practice gives employees and early backers a route to sell shares before a formal exit. The new funds make that pathway available on a larger scale as one of the market’s most watched IPOs approaches.

How SpaceX’s filing shapes the market

SpaceX submitted a confidential draft registration with the US Securities and Exchange Commission on April 1, according to filings and market reports. The company set an unusually large fundraising target, planning to sell as much as $75 billion of new stock. Reports place the target valuation between about $1.75 trillion and nearly $2 trillion.

The filing proposes a dual-class share structure. Public investors would receive Class A shares. Insiders would hold Class B super-voting shares. Each Class B share would carry multiple votes. The filings indicate that Elon Musk would retain a majority of those super votes.

The document warns shareholders that this arrangement could limit their ability to influence corporate matters.

SpaceX’s board has signalled plans to include retail investors in the offering. Up to 30 percent of the company’s shares have been earmarked for everyday investors, the company said. Bret Johnsen, SpaceX chief financial officer, said retail will be "a critical part of this, a bigger part than any IPO in history."

Why private-secondaries matter now

Tender offers and secondary vehicles have become a common tool for late-stage investors to manage risk and for employees to realise gains. 137 Ventures’ new funds explicitly include tenders in their mandate. That gives the firm the option to buy shares from insiders at negotiated prices ahead of a public debut.

Mastheads

For firms holding concentrated stakes in private companies, these structures serve two purposes. They let early investors lock in returns. They let startups show stable cap tables before listing. With a deal of SpaceX’s size, secondary activity can move large blocks of stock and shape who holds shares at IPO time.

Valuation math and investor caution

The proposed valuation for SpaceX has prompted debate among investors and advisers. The company reported roughly $15.6 billion in revenue in 2025, filings show. Placing a $1.75 trillion to $2 trillion price tag against that revenue implies a price-to-sales multiple well above 100. That multiple would be higher than any member of the S&P 500 today.

Some market participants have urged caution. Matthew Parenti, a partner at Chicago-based Private Vista, noted that companies like Apple, Amazon and Meta listed when they were much younger. SpaceX is roughly 24 years old at the time of listing. Parenti advised investors to temper expectations for long-term returns at current prices.

Lock-up arrangements add another variable. The filing suggests the lock-up period could end between mid-December and late December 2026. That timeline would allow insiders and early employees to sell shares roughly six to nine months after a mid-year IPO. The end of lock-ups is often a volatility point for major deals.

The share class design and Musk’s projected voting majority raise governance questions. The filing indicates only Musk’s vote could remove him as CEO and chairman.

That formulation effectively preserves his control after the listing, according to the documents. The structure reduces the governance influence of public shareholders compared with a one-share, one-vote model.

At the same time, SpaceX has signalled a sizeable retail allocation. The company and its bankers say retail demand will matter for pricing and distribution. If retail uptake is strong, it could shape aftermarket performance even as governance power remains concentrated with insiders.

For early investors and employees, 137 Ventures’ funds offer two clear benefits. They create a buyer for secondary shares.

They also offer a dedicated pool that can hold positions rather than flip them quickly. That balance appeals to founders who want orderly liquidity and to employees who want to manage concentration risk without waiting years.

For 137 Ventures, the funds scale the firm’s ability to participate in large late-stage outcomes. Fishner-Wolfson said the firm has built significant stakes in some of the world’s most important companies, on both percentage and dollar bases. The new capital lets 137 keep those stakes longer or sell them into a public market in a controlled way.

An IPO of SpaceX’s scale would be a major market event. Raising as much as $75 billion would push huge sums of private capital into public hands.

That transfer can free cash for venture investing, acquisitions, or share repurchases across sectors. Secondary funds, including those that back founders and employees, play a role in smoothing that flow.

At the same time, the governance setup could shape institutional appetite. Large public investors weigh both future upside and their ability to influence corporate strategy. A super-voting structure with concentrated control affects that calculation.

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Lock-up periods ending in December 2026 could open selling windows. 137 Ventures says the funds will support companies and provide insider liquidity.

This article was created with AI assistance.