83(b) election risks
The election is irrevocable, and prepaying tax on shares that never become liquid is a real loss.
You may pay tax for nothing
If the company fails or you leave before vesting, the tax you paid at grant is not refunded and the loss is generally a capital loss with limited annual deductibility.
It cannot be undone
Revocation requires IRS consent within 60 days and is granted only for genuine mistakes of fact, not a change of mind about the company.
Sizing the risk
The risk scales with the spread at grant. Filing on shares worth almost exactly what you paid risks very little; filing after a large valuation jump risks real money.
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