SpaceX’s use of the UK’s public offer platform (POP) regime to sell shares to British retail investors during its Nasdaq listing has raised questions about whether the Financial Conduct Authority (FCA) framework is working as intended. British retail investors bought around $364m in SpaceX shares through the mechanism, according to reports, making it the first company to use the regime for a UK retail offer.
SpaceX listed on Nasdaq this month at a valuation of $1.7 trillion, with roughly a quarter of shares on offer carved out for individual investors, including those in the UK. Under standard UK listing rules, such a fundraising would require a prospectus prepared specifically for UK investors. The POP regime allowed SpaceX to bypass that requirement.
SpaceX POP Regime Draws Fire Over Investor Protection
The POP regime, introduced by the FCA in January, allows companies raising over £5 million to sell shares to a broad investor base, including retail investors, without publishing a full prospectus or admitting securities to a regulated public market. The FCA’s final rules are set out in Policy Statement PS25/10, with the regime formally coming into force on 19 January 2026 alongside the broader Public Offers and Admissions to Trading Regulations 2024 (POATRs) framework, which will replace the UK Prospectus Regulation.
The FCA also consulted in CP25/3, published in January 2025, on further proposals to support the regime’s operation. Under the POATRs, the prospectus framework will structurally reverse its current approach, introducing a general prohibition on public offers of securities unless a specific exemption applies, according to Gowling WLG. Separately, the FCA’s related rules for admissions to regulated markets are set out in PS25/9, with transitional arrangements still to be clarified, Ashurst has noted.
For the SpaceX UK offer, Marex Financial (FCA reference 442767) operated the POP platform, enabling UK retail brokers including Freetrade, AJ Bell, eToro and Hargreaves Lansdown to sell shares to customers.
Michael Field, chief equity strategist at Morningstar, said the regime carries risk for retail investors. ‘The danger is that they’re putting retail investors somewhat at risk because they are saying we’re allowing people to skip steps to access retail investors who aren’t institutionally aware, but we think it’s safe enough to do so,’ he said. ‘That’s easy to say when it comes to SpaceX because it’s big and so widely held.’
Field said a company arriving from a less familiar market could create a governance ‘minefield’, given that companies from outside the US do not face scrutiny from the Securities and Exchange Commission (SEC) on listing.
A Back Door or a Test Case?
Mike Coombes, chief operating officer at retail investment platform PrimaryBid, said the SpaceX POP regime use goes beyond the framework’s original purpose. ‘The POP regime was originally intended to help private UK companies raise growth capital from British retail investors, not to be a backdoor for overseas IPOs,’ he said.
‘If foreign issuers can reach UK investors more easily than companies listing in London that creates an obvious policy inconsistency and a two-tier system,’ Coombes added. He also questioned what the arrangement implies for domestic prospectus requirements: ‘If participation in major overseas IPOs is considered appropriate without an FCA-approved prospectus, what does that say about the necessity of those same requirements for UK companies?’
Coombes acknowledged the FCA retains the power to adjust the framework if it determines the current rules are ‘producing unintended outcomes’. He said he would expect the watchdog to be ‘carefully considering the balance between investor access, consumer protection, and the competitiveness of UK markets’.
Julian Morse, co-chief executive at Cavendish, said the regime does not exclude foreign companies but acknowledged it was ‘a bit of a shame’ that SpaceX was effectively the first significant user. He told City AM the system ‘could have been more defined for domestic companies’, though he said the listing raised awareness and could encourage smaller domestic companies to make use of it.
Gibson Dunn partners Chris Haynes and Steve Thierbach, and counsel Tom Barker, led the UK side of the deal. Thierbach told City AM: ‘Space X has opened the market to people that historically were not retail shareholders, and that’s a good thing for the UK equity markets, whether that applies to UK listed companies or companies thinking about listing here, it’s not a negative.’
An FCA spokesperson said: ‘We want to encourage retail investing in the UK. We know that these types of deals have the potential to transform how people here engage with investing. Our rules are designed to ensure that investors are presented with all the information they need to make an informed decision.’
Whether the FCA moves to tighten POP eligibility for foreign issuers, or leaves the framework open, will determine whether SpaceX’s transaction proves a one-off or the first in a series of overseas IPOs reaching UK retail investors through the new POP rules when they come fully into force in January 2026.
