A SpaceX welder reportedly became a millionaire through company stock, one of thousands of employees who benefited from the rocket maker’s early equity, CBS News reported.
Most Americans never had the same chance. For 24 years, SpaceX remained private, putting its early stock largely out of reach for ordinary investors.
On the June 19 episode of the “All-In” podcast, venture capitalist Jason Calacanis targeted the Securities and Exchange Commission regulation he says is responsible for that divide.
His complaint is simple. The already-rich can legally back the next Uber, Airbnb, or SpaceX before the public ever gets a shot, while ordinary families are often allowed in only after much of the biggest upside has already been captured.
The SEC’s 44-year-old wealth test draws fire from Calacanis
Calacanis described the accredited investor standard as a system that permits the wealthiest 4% to 5% of the country to buy private company stock.
The remaining 95% of Americans are effectively told they lack the financial sophistication to participate in those same investments, he argued on the “All-In” podcast.
“You should be able to buy whatever you want,” Calacanis said on the podcast, calling the existing restriction antiquated and overdue for fundamental reform.
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The rule sits under Regulation D of the Securities Act and was designed to limit private offerings to investors the SEC considers financially capable of absorbing potential losses.
Individual investors must earn more than $200,000 annually for two consecutive years, while married couples must demonstrate joint income above $300,000 to qualify, according to the December 2023 SEC staff report.
Investors can also qualify through a $1 million net worth test, excluding the value of their primary residence.
Those thresholds have remained largely unchanged since the 1980s. The rule was written to protect investors from losses in less transparent private markets.
But critics now argue it also protects the best private-market opportunities for households that are already wealthy.
SpaceX’s record listing showed retail investors what they missed
SpaceX listed on the Nasdaq on June 12 at $135 per share, raising $75 billion in the largest IPO on record, CNBC reported.
The company allocated about 30% of its shares to retail investors through platforms including Robinhood, Fidelity, Charles Schwab, SoFi, and Morgan Stanley’s ETRADE.
That retail share was roughly three times the 5% to 10% range that most IPOs have historically reserved for individual buyers, CNBC reported.
But Calacanis’ point is that even a large retail allocation at the IPO stage does not fix the deeper problem.
By the time ordinary investors were allowed to buy SpaceX shares publicly, much of the company’s wealth creation had already happened inside the private market.
Bipartisan reform proposals gain traction in Congress and at the SEC
The House of Representatives passed the INVEST Act in December 2025 by a bipartisan vote, advancing the package to the Senate.
The package includes provisions to expand who can qualify as an accredited investor.
Paul S. Atkins, chairman of the U.S. Securities and Exchange Commission, pressed the point with a question that the current rule cannot answer.
Why should we prohibit a finance professor earning $100,000 a year from private offerings, while presuming that people who inherit wealth are better qualified?
President Donald Trump signed an executive order in August 2025 directing federal agencies to explore expanding access to retirement plans for alternative investments, including private equity.
The number of exchange-listed companies in the United States has declined by roughly 40% since the mid-1990s, falling from more than 7,800 to about 4,761 as of September 2025, Atkins noted in testimony before the House Financial Services Committee.
Investor protection advocates warn that expanded access carries real risks
Consumer advocacy group Better Markets argued in a March 2026 analysis that the SEC’s retailization agenda primarily serves Wall Street rather than ordinary investors.
Private offerings lack the registration and disclosure requirements of public markets, meaning retail investors receive far less information about a company’s financial condition before committing capital.
The SEC’s own Investor Advisory Committee acknowledged in September 2025 that information gaps, illiquidity, and fraud risks all require meaningful safeguards before retail access expands further.
The Cato Institute has countered that public markets pose similar risks of fraud and volatility, yet the SEC imposes no wealth restrictions on retail investors purchasing publicly traded stocks.
The path forward for retail private market access
Registered funds, particularly interval and tender-offer structures, have emerged as the most likely vehicle for channeling retail capital into private assets with appropriate safeguards.
The SEC endorsed that approach through its advisory committee in September 2025, and the agency has already relaxed rules governing how much registered funds can allocate to private holdings.
The INVEST Act remains in the Senate Banking Committee with no scheduled floor vote, but its strong bipartisan passage in the House suggests continued legislative momentum.
The next company of SpaceX’s magnitude is almost certainly still private today, and the central question is whether ordinary Americans will be permitted to invest before it lists.
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