SpaceCorp Plans NYSE-Listed Closed-End Fund to Buy Stakes in Private Space Companies

The fund would start with a portfolio rolled over from a FutureCorp private partnership whose limited partners could end up controlling it.

October 28, 2026

SpaceCorp, a newly organized closed-end fund managed by FutureCorp Asset Management, has registered to raise capital in an initial public offering and list its common stock on the New York Stock Exchange under the symbol SPC. The fund will invest primarily in the equity of early- and late-stage private companies in what it calls the space economy, a definition that reaches from launch vehicles and satellites to the defense, robotics and artificial intelligence supply chains around them.

The preliminary prospectus, dated October 27, 2026, leaves the share count, offering price, sales load and underwriter blank. The fund estimates one-time offering expenses of about $2.5 million, or roughly 1.00% of gross proceeds. Underwriters would receive a 30-day option to buy up to 15% more shares to cover over-allotments, and the fund may enlarge the deal by up to 20% after its registration takes effect.

A Seed Portfolio and Its Anchor Investors

SpaceCorp intends to begin operations by absorbing FutureCorp PF I, LP, a Delaware limited partnership whose portfolio of private investments would transfer to the fund along with substantially all of its liabilities. The partnership, also managed by FutureCorp Asset Management, has followed an objective and policies substantially similar to the fund's. The reorganization requires approval from SpaceCorp's board and the partnership's general partner, and the board will weigh whether existing stockholders would be diluted. The adviser and its affiliates will receive no compensation from either fund for the transaction. If the reorganization does not close, the fund will still invest the offering proceeds under its stated strategy.

Certain limited partners of the predecessor fund, referred to as anchor investors, will not bear a transaction fee. The prospectus says one or more of them is expected, for the foreseeable future, either to control the fund or to hold significant influence over any matter put to a stockholder vote. An anchor investor may be deemed to control the fund until its stake falls to 25% or less of outstanding shares. The predecessor fund's net asset value has not yet been disclosed. SpaceCorp also states it may owe corporate-level federal income tax on built-in gains allocable to the partnership's corporate limited partners.

What the Fund Will Buy

Under normal circumstances, SpaceCorp will invest at least 80% of its net assets plus investment borrowings in space investments. The definition covers companies that design, launch, operate or service launch vehicles, satellites, spacecraft and ground infrastructure; companies supplying them with components, materials, software or services; and companies the adviser expects to expand into the sector based on their disclosed plans, committed capital or contracts. The 80% policy is non-fundamental, and the board can change it on 60 days' notice to stockholders.

The fund may buy primary issuances or secondary stakes, invest through SPVs, venture funds and continuation vehicles, and hold SAFEs, venture debt and convertible instruments. It expects to keep positions after portfolio companies go public. It generally intends to limit any single issuer to 20% of assets at the time of purchase, is non-diversified, and expects to concentrate more than 25% of assets across the industrials, energy, materials, utilities, communication services and information technology sectors as classified under GICS. The fund sets no limit on illiquid holdings and expects all or a substantial portion of the portfolio to be illiquid at all times. Cash awaiting investment may be held in a broad range of instruments, including crypto assets such as dollar-denominated stablecoins.

SpaceCorp may borrow up to one-third of total assets but does not expect to take on debt during its current fiscal year. It plans to seek SEC exemptive relief to co-invest alongside affiliates in negotiated private deals. Any transaction in which FutureCorp, the adviser or their affiliates participate, including a FutureCorp-sponsored SPAC, falls under the fund's conflict-of-interest limitations.

Fees and Distributions

The adviser will collect a base management fee at an annual rate of 2.50% of gross assets, including assets bought with borrowed money. The fee agreement has two incentive components:

• Income: 15% of income from the fund's debt holdings above a 7% annualized hurdle, with a catch-up. The fee does not apply to the equity portfolio.
• Capital gains: 20% of value above twice the cost of each investment, capped at 20% of the fund's cumulative net realized and unrealized gains. This fee is payable only if it becomes legally permissible; the prospectus notes the SEC has proposed a rule that would allow it. Until then, the fund will calculate the amount as a contingent deferred fee without recording it as a liability in its net asset value.

Estimated total annual expenses come to 3.55% of net assets in the first year. That figure includes a 0.58% line for repayment to the adviser and 0.24% in acquired fund fees from underlying private vehicles, which charge their own management and performance fees. Because the strategy targets capital gains, the fund does not expect to pay quarterly dividends, though it intends to declare one at least annually if it has earnings or realized gains to distribute.

A New Manager

FutureCorp Asset Management was formed in May 2026, has a limited investing record and has not previously managed a registered investment company. It is a wholly owned subsidiary of FutureCorp LLC, which describes itself as a multi-strategy investment platform focused on the industrial space economy. Joshua Marks and Sudhin Shahani each beneficially own more than 10% of FutureCorp and together control more than half of it.

Marks, the fund's president and board chair, has been chief executive officer, chief financial officer and a director of FutureCorp Space Acquisition 1, a NYSE-listed SPAC, since April 2026. He was CEO of satellite connectivity provider Anuvu from 2018 to June 2026. Shahani co-founded Surf Air Mobility and chaired it from 2014 to 2023. The adviser also draws on John R. Tuttle, a former NYSE vice chairman who oversaw the listings and business combinations of about 300 SPACs. The chief investment officer's name is left blank, and the investment team is described as the CIO plus three other professionals.

Three of the fund's four directors are independent. Alejandro M. Sanchez led the Florida Bankers Association from 1993 to 2023. Erik Pena is head of market development at the NYSE and a former chief revenue officer of Nasdaq Private Market. Joshua King is a communications vice president at OpenAI.

The Market Case

The prospectus argues that falling launch costs, growing government spending on space and record private investment are pushing space companies toward public markets. It cites SpaceX's June 2026 IPO, priced at $135 per share for an equity valuation of about $1.77 trillion, and HawkEye 360's $416 million NYSE IPO in May 2026. In a research cohort dated September 9, 2026, the adviser identified 61 privately held industrial space companies that had raised more than $25 million in documented financing or reached a reported valuation of at least $1 billion. It believes 60 or more industrial space companies are growing toward potential IPOs in the coming years.