The transaction is a landmark moment for the UK’s reformed capital markets framework.
By Mark Austin, Ryan Benedict, Frederick Gardner, Isabelle Knapton, and Rob Moulton
Latham & Watkins has advised the underwriting banks on the UK and European retail offers in connection with SpaceX’s IPO, which involved an innovative use of the FCA’s new public offer platform (POP) regime. A total of 2,696,175 shares were made available for UK retail investors, raising $363,983,625 and representing one of the largest ever retail offers in the UK.
The POP regime was introduced in January this year, on the back of the Secondary Capital Raising Review in 2022, and provides a new exemption to the prohibition on public offers. It introduced a new FCA-regulated activity for operating an electronic system for public offers of securities, enabling companies to offer securities to retail investors without producing a prospectus where those securities will not be admitted to a UK public market. The FCA requires POP operators to carry out appropriate due diligence on prospective issuers and public offers, and imposes rules around the information communicated to investors.
Link to UK Retail Offer Under the POP Regime UK Retail Offer Under the POP Regime
Under the Public Offers and Admissions to Trading Regulations 2024 (POATR), there is a general prohibition on offering securities to the public in the UK unless an exemption applies. Moreover, companies cannot use a prospectus to facilitate a non-exempt public offer.
As SpaceX was listing in New York and not seeking a secondary listing on a UK regulated market or primary multilateral trading facility, the admissions-to-trading exemption under the POATR was unavailable.
In an innovative twist, the UK retail offer was therefore conducted in reliance on the exemption whereby the offer was issued via a regulated POP. Notably, under the POP regime, no FCA-approved prospectus is required to be prepared or published in the UK in respect of a UK retail offering. Marex Financial, as the FCA-authorised POP operator, was responsible for preparing and publishing a UK disclosure summary on the basis of the US prospectus and for conducting due diligence on SpaceX under COBS 23 of the FCA Handbook.
Link to How the POP Regime May Expand Retail Access to Global Deals How the POP Regime May Expand Retail Access to Global Deals
The transaction is a landmark moment for the UK’s reformed capital markets framework. It demonstrates that the POP regime, which was originally conceived primarily with unlisted companies in mind, can provide UK retail investors with access to the world’s largest and most significant global IPOs, even if the issuer is not listed in the UK.
The successful deployment of the POP structure in this context underscores the international reach of the UK’s post-reform capital markets infrastructure, and is expected to serve as a precedent for future overseas issuers seeking to access UK retail demand.
Link to Wider Reform to the UK Primary Capital Markets Framework Wider Reform to the UK Primary Capital Markets Framework
The POP regime is part of the wider programme of reforms to the UK’s capital markets framework that has been implemented since Lord Hill’s UK Listings Review in 2021 and the Secondary Capital Raising Review in 2022, under the UK government’s plan to strengthen the country’s position as a leading global financial centre.
The FCA published its final rules for the new Public Offers and Admissions to Trading regime (including the regulatory framework for POP operators under PS25/10) on 15 July 2025, and the regime took effect on 19 January 2026.
For more information on the deal and how it was structured, please contact the authors of this post.