SpaceX officially submitted its prospectus, unveiling the largest IPO in history

Author: Chloe, ChainCatcher

SpaceX has officially submitted its S-1 registration statement to the U.S. Securities and Exchange Commission (SEC) yesterday, planning to list on Nasdaq with the stock code "SPCX." This approximately 200,000-word document fully discloses the financial picture of this rocket manufacturer, founded in 2002, along with the various businesses such as satellites, social media, and AI that Musk has integrated in recent years.

This IPO has attracted significant attention from global capital markets because it meets three key criteria: valuation scale, the AI concept boom, and the explosive rebound of the IPO market after years of suppression.

How large is the IPO scale? Target nearly three times the historical record of Saudi Aramco

To understand the scale of SpaceX's IPO, one must first review the current record holder.

In December 2019, Saudi Aramco listed on the Saudi Riyadh Exchange, raising an initial amount of $25.6 billion, and after exercising the over-allotment option the following month, increased the total fundraising to $29.4 billion, becoming the largest IPO in human history at that time.

According to a report by Fortune citing The Wall Street Journal, SpaceX's IPO seeks to raise approximately $80 billion, corresponding to a company valuation of about $1.7 trillion. If achieved, this fundraising scale would far exceed the record set by Saudi Aramco in 2019.

However, it is worth noting that the prospectus has not yet disclosed the number of shares to be issued and the pricing at this stage, as is customary. SpaceX has only listed the price range and fundraising amount in blank columns in the document, with relevant figures to be determined in subsequent roadshows and pricing phases.

If listed at a valuation of $1.7 trillion, SpaceX would rank among the top ten publicly traded companies by market capitalization globally.

Why is it "The Elon Show"? Musk has absolute control

The spotlight of the prospectus is almost entirely on Musk, who is the founder, CEO, CTO, and chairman of SpaceX. The document clearly reveals that he holds complete control over the company.

According to Fortune, Musk controls approximately 85% of the voting rights through special Class B shares. The document explicitly states that Musk will "have the right to control the outcome of matters requiring shareholder approval, including the election of all directors." The company's bylaws also grant Musk the right to engage in businesses that directly compete with SpaceX.

The Financial Times further disclosed the unusual practices adopted by the board to consolidate Musk's control. The board recently granted Musk two batches of super-voting Class B shares, totaling 1.3 billion shares, each with ten votes per share. These shares will be released in batches as SpaceX reaches market capitalization milestones and under conditions such as building a powerful orbital AI data center or establishing a permanent colony on Mars with at least one million residents.

Since these shares are issued in the form of restricted stock rather than options or RSUs, The Financial Times pointed out that Musk can immediately exercise all voting rights of these shares while employed by SpaceX. More critically, Musk can only be removed from the position of chairman or CEO by a majority vote of Class B shareholders, and he personally controls 93.6% of the Class B shares, effectively ensuring that his position cannot be revoked.

As Musk will hold the majority of voting rights, SpaceX will become a "controlled company" under Nasdaq rules after going public, thus intending to invoke exemptions from certain corporate governance requirements, such as not needing a majority of independent directors on the board.

The core of valuation: AI cash-burning black hole and Starlink's cash engine

Additionally, the prospectus also reveals for the first time the complete financial status of the merged entity, showing a situation of "stable revenue growth but expanding losses."

According to the official S-1 document, SpaceX's combined revenue is expected to reach $18.674 billion in 2025, a growth of about 33% compared to $14.1 billion in 2024. However, losses are also expanding simultaneously: as of March 31, 2026, SpaceX's "cumulative losses" had reached $41.3 billion; the net loss for the first quarter of 2026 was $4.27 billion, far exceeding the $528 million loss in the same period last year.

From an operational profit perspective, the total operating loss for 2025 is projected to be $2.589 billion, but adjusted EBITDA remains positive at $6.584 billion.

Starlink: A stable cash engine

The connectivity business, especially Starlink, is the core support of SpaceX's valuation and the main financial engine of the entire group.

According to the official document, as of March 31, 2026, Starlink has deployed approximately 9,600 broadband and mobile satellites in low Earth orbit (LEO), serving about 10.3 million Starlink subscribers across 164 countries, regions, and markets.

Financially, the connectivity business is expected to generate $11.387 billion in revenue and $4.423 billion in operating profit in 2025, with annual growth rates of 49.8% and 120.4%, respectively. According to Fortune, this business contributes over two-thirds of SpaceX's revenue and earned $1.2 billion in profit in the most recent quarter.

AI: A cash-burning machine that has been integrated

After the merger, the losses of xAI are also directly incorporated into SpaceX's financial reports. According to the official S-1 document, the AI business unit is expected to generate only $3.201 billion in revenue in 2025, but record a staggering $6.355 billion in operating losses, reflecting that it is still in the early stages of development and continues to invest heavily. In the first quarter of 2026 alone, capital expenditures in the AI department reached $7.723 billion.

The Financial Times pointed out that this massive prospectus highlights that Musk's group, which has "expanded from rockets to AI," has largely turned into a gamble on AI. Musk views AI as the largest market SpaceX can penetrate, with a potential scale of $26.5 trillion, far exceeding the combined market of Starlink and space operations, which is about $2 trillion.

However, SpaceX still lags behind market leaders like OpenAI, Anthropic, and Google in the AI field. According to The Financial Times, SpaceX invested nearly $13 billion in AI hardware last year, with the business unit recording $6.4 billion in operating losses, dragging the entire group into net losses, despite Starlink generating $4.4 billion in operating profit.

An unexpected cash flow highlight: Renting computing power to competitor Anthropic

The prospectus disclosed a surprising transaction to the market: Musk has begun to monetize the surplus computing resources he has built.

According to the official S-1 document, SpaceX signed a cloud services agreement with AI research nonprofit Anthropic in May 2026, allowing Anthropic to access the computing capacity of the flagship data centers COLOSSUS and COLOSSUS II. Under the agreement, Anthropic will pay $1.25 billion per month until May 2029, enjoying discounted rates during the capacity ramp-up period in May and June 2026. The agreement can be terminated by either party with 90 days' notice.

The Financial Times estimates that this transaction will result in Anthropic paying SpaceX about $15 billion annually, potentially totaling $45 billion by May 2029, which would far offset its hardware investments.

However, The Financial Times also pointed out the paradox of this transaction: renting computing capacity to a direct competitor highlights the limited market adoption of Musk's own Grok chatbot. Fortune also cited this transaction as an example, indicating that it highlights SpaceX's success in developing other revenue sources while also underscoring the high and risky interdependence within the AI industry.

Finally, the prospectus paints a grand vision: SpaceX aims to move the computing burden into space.

SpaceX hopes to leverage its "ground experience" in computing infrastructure to launch a massive orbital data center galaxy powered by solar energy and cooled by the vacuum of space. Moving the burden of AI computation to orbit is just the first step, with subsequent broader opportunities, including "on the Moon and Mars."

Official documents indicate that SpaceX expects to begin deploying orbital AI computing satellites as early as 2028. All these recent ambitions rely on the success of SpaceX's latest generation Starship rocket, described by foreign media as a reusable spacecraft taller than a 35-story building. With its ability to launch satellites at low cost, SpaceX has monopolized the launch market; according to official documents, since 2023, SpaceX has accounted for over 80% of the total weight of satellites and cargo launched into orbit worldwide.

A billionaire's feast? Musk and loyal partners' wealth leap

If the company reaches a valuation of $1.75 trillion, this listing will unlock massive new wealth for SpaceX executives and investors:

• President Gwynne Shotwell and CFO Bret Johnsen: Each of their shareholdings will be worth over $1 billion.

• Long-time supporter of Musk, director Antonio Gracias (head of Valor Equity Partners): Holds 503 million shares through several funds, potentially worth over $70 billion.

• PayPal and Founders Fund co-founder Luke Nosek (joined SpaceX's board in 2008): Shareholding worth about $5 billion.

However, no one's holdings compare to Musk's. According to The Financial Times, Musk holds 5.1 billion vested shares, about 41% of the total equity, potentially worth around $700 billion. A successful IPO could make him the world's first "trillionaire."

Additionally, the prospectus also reveals SpaceX's Bitcoin holdings for the first time, holding 18,712 coins as of the end of March 2026. According to TradingKey citing CoinGecko data, this ranks 11th among global entities holding Bitcoin, surpassing publicly traded companies like Tesla and Coinbase, but still far behind Strategy (MSTR), which holds over 840,000 coins.

It is worth mentioning that typically, to avoid insiders selling off shares after the IPO, there is a 180-day lock-up period. According to The Financial Times, Musk has agreed to a lock-up period of up to 366 days, double the standard 180 days for IPOs. Some other major shareholders have similar lock-up arrangements to Musk, but some shareholders can freely sell their holdings after the standard 180 days.

On the underwriting side, according to The Financial Times, Goldman Sachs beat out competitors like Morgan Stanley, JPMorgan, Citigroup, Bank of America, and UBS to secure the lead role in this transaction, with a total of 23 Wall Street financial institutions in the underwriting syndicate. Retail investors will be allocated some of the newly listed shares through brokerage channels like Charles Schwab, Fidelity, and Robinhood.

Risk factors and controversies in the prospectus

In addition to the scale itself, this prospectus also discloses several risk factors and controversies that investors should pay attention to.

"The CEO who cannot be fired" and governance controversies

As mentioned earlier, Musk is nearly impossible to remove due to the dual-class share structure and super-voting rights. The prospectus devotes 37 pages to disclosing risk factors, including the concentration of power in Musk's hands and potential conflicts of interest he may face as CEO.

One specific example of this conflict of interest is that the prospectus discloses that SpaceX purchased $131 million worth of Cybertrucks from Tesla at retail price (without discounts) last year. The Financial Times estimates this is equivalent to about 1,500 units of this underperforming vehicle, highlighting that without independent checks and balances, SpaceX's funds may flow into Musk's other ventures.

Additionally, since SpaceX has absorbed Musk's social media platform X and AI lab xAI, its risk disclosures span three distinctly different areas. The S-1 lists risks ranging from heavy regulation to space-related risks, including radiation from the sun and cosmic sources, orbital debris, and the risk of injury or death to personnel.

Conclusion: How should investors face the largest IPO event in history?

The official release of SpaceX's prospectus marks the first truly historic event in the IPO market after several years of stagnation. According to Fortune, SpaceX's public market debut could occur as early as June and is expected to be the first in a series of giant IPOs from AI companies, with OpenAI and Anthropic also waiting for their opportunity.

For investors, several key variables remain to be validated in the subsequent roadshow and pricing phases: the final number of shares issued and pricing, whether Starlink's cash flow can continue to support the valuation story, the speed at which AI business losses can converge, and whether the highly concentrated governance structure will raise market concerns during the roadshow.

With the prospectus now public, the real story is just beginning.

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