Author: Chloe, ChainCatcher
SpaceX formally submitted its S-1 registration statement to the U.S. Securities and Exchange Commission (SEC) yesterday, planning to list simultaneously on Nasdaq and Nasdaq Texas under the ticker symbol "SPCX." This approximately 200,000-word document reveals, for the first time, the complete financial picture of the rocket manufacturer, founded in 2002, along with the integrated businesses Elon Musk has gradually brought under its umbrella—including satellite, social media, and AI operations.
This IPO has drawn significant attention from global capital markets because it simultaneously satisfies three key factors: valuation scale, the AI hype cycle, and a explosive rebound following years of suppression in the IPO market.
How large is the IPO? It aims to be nearly three times the size of Saudi Aramco’s historic record.
Before understanding the scale of SpaceX's upcoming IPO, it's essential to review the current record holder.
In December 2019, Saudi Aramco listed on the Saudi Riyadh Stock Exchange, raising an initial $25.6 billion, and after exercising the over-allotment option the following month, increased its total fundraising to $29.4 billion, becoming the largest IPO in human history at the time.
According to Fortune, citing The Wall Street Journal, SpaceX is seeking to raise approximately $80 billion in its IPO, valuing the company at around $1.7 trillion. If achieved, this fundraising amount would far surpass the record set by Saudi Aramco in 2019.
However, it is worth noting that, as is customary at this stage, the prospectus does not yet disclose the number of shares to be issued or the offering price. SpaceX has left blank fields for the price range per share and the total fundraising amount; these figures will be determined during the subsequent roadshow and pricing process.
If valued at $1.7 trillion, SpaceX would rank among the top ten most valuable publicly traded companies in the world.
Why is it called "The Elon Show"? Elon has absolute control.
The spotlight in the prospectus falls almost entirely on Musk, who is simultaneously the founder, CEO, CTO, and chairman of SpaceX. The documents clearly reveal that he holds complete control over the company.
According to the prospectus compiled by Fortune, Musk holds approximately 85% of the company’s voting power through special Class B shares. The filing 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 charter also grants Musk the right to engage in businesses that directly compete with SpaceX.
The Financial Times further revealed the unusual measures taken by the board to consolidate Musk’s control. Recently, the board granted Musk two large batches of super-voting Class B shares, totaling 1.3 billion shares, each with 10 votes per share. These shares will be released in tranches upon SpaceX achieving certain market capitalization milestones, or by establishing a permanent colony of at least one million residents on Mars, or by building a powerful orbital AI data center.
Because these shares were granted to Musk in the form of restricted stock rather than options or RSUs, the Financial Times notes that Musk can immediately exercise full voting rights over these shares during his tenure at SpaceX. More critically, Musk can only be removed as chairman or CEO by a majority vote of B-shareholders, and he personally controls 93.6% of the B shares, effectively guaranteeing that his position cannot be ousted.
Because Musk will hold a majority of the voting power, SpaceX will become a "controlled company" under Nasdaq rules after its listing, and intends to claim exemptions from certain corporate governance requirements, such as the obligation to have a majority of independent directors on its board.
The Core of Valuation: AI’s Cash Burn Hole and Starlink’s Cash Engine
Additionally, the prospectus disclosed for the first time the full financial position of the combined entity, revealing a situation of “steady revenue growth alongside expanding losses.”
According to the official S-1 filing, SpaceX's combined revenue for 2025 reached $18.674 billion, representing approximately a 33% increase from $14.1 billion in 2024. However, losses also expanded simultaneously: as of March 31, 2026, SpaceX's "accumulated deficit" reached $41.3 billion; the net loss for the first quarter of 2026 was $4.27 billion, significantly higher than $528 million in the same period last year.
From an operating profit perspective, the full-year operating loss for 2025 was $2.589 billion, but adjusted EBITDA remained positive at $6.584 billion.
Starlink: A Stable Cash Engine
Connectivity services, particularly Starlink, are the core支撑 of SpaceX's valuation and the group's primary financial engine.
According to official documents, as of March 31, 2026, Starlink has deployed approximately 9,600 broadband and mobile satellites in low Earth orbit (LEO), serving around 10.3 million Starlink subscribers across 164 countries, regions, and markets.
Financially, the connected business generated $11.387 billion in revenue and $4.423 billion in operating profit in 2025, with year-over-year growth rates of 49.8% and 120.4%, respectively. According to Fortune, this business accounts for more than two-thirds of SpaceX’s total revenue and earned $1.2 billion in profit in the most recent quarter.
AI: A money-burning machine that was absorbed
After the merger, xAI’s losses were directly consolidated into SpaceX’s financial statements. According to the official S-1 filing, the AI business unit generated only $3.201 billion in revenue in 2025 but recorded an operating loss of $6.355 billion, reflecting its early-stage development and continued heavy investment. Just in the first quarter of 2026, capital expenditures for the AI division reached $7.723 billion.
The Financial Times noted that this extensive prospectus highlights how Musk’s conglomerate, which transitioned from rockets to AI, has largely become a massive bet on AI. Musk views AI as SpaceX’s largest potential market, with an estimated size of $26.5 trillion—far exceeding the combined $2 trillion market for Starlink and its space operations.
However, SpaceX still lags behind market leaders such as OpenAI, Anthropic, and Google in the field of AI. According to the Financial Times, SpaceX invested nearly $13 billion in AI hardware last year, resulting in an operating loss of $6.4 billion for the division, which dragged the entire company into a net loss, despite Starlink generating $4.4 billion in operating profit.
Unexpected cash flow highlight: Renting computing power to competitor Anthropic
The prospectus disclosed an unexpected transaction: Musk has begun monetizing his excess computing resources.
According to the official S-1 filing, SpaceX entered into Cloud Services Agreements in May 2026 with Anthropic, a nonprofit AI research company, granting Anthropic access to the computing capacity of two flagship data centers, COLOSSUS and COLOSSUS II. Under the agreement, Anthropic will pay $1.25 billion per month until May 2029, with discounted rates during the capacity ramp-up period in May and June 2026. The agreement may be terminated by either party with 90 days’ prior notice.
The Financial Times estimates that, on an annualized basis, Anthropic will pay SpaceX approximately $15 billion, with a total value potentially reaching $45 billion by May 2029—far outweighing its hardware investments.
However, the Financial Times also highlighted the irony of this deal: leasing computing capacity to a direct competitor underscores the limited market adoption of Musk’s own Grok chatbot. Fortune also used this transaction as an example, noting that it simultaneously highlights SpaceX’s success in diversifying its revenue streams and the intense, high-risk interdependence within the AI industry.
Finally, the prospectus paints a grand vision: SpaceX aims to move the computational burden into space.
SpaceX aims to leverage its "ground experience" in computational infrastructure to launch a vast constellation of orbital data centers powered by the sun and cooled by the vacuum of space. Moving AI computation into orbit is just the first step, with broader opportunities ahead, including "on the Moon and Mars."
Official documents show that SpaceX expects to begin deploying orbital AI computing satellites as early as 2028. These recent ambitions all depend on the success of SpaceX’s latest Starship rocket, which外媒 describe as a reusable spacecraft taller than a 35-story building. With its low-cost satellite launch capability, SpaceX has dominated the launch market; according to official documents, since 2023, it has accounted for more than 80% of the total weight of satellites and cargo launched into orbit worldwide each year.
A Banquet for Billionaires? Musk and His Loyal Partners See Massive Wealth Gains
If the company reaches a $1.75 trillion valuation, this IPO will unlock vast new wealth for SpaceX executives and investors:
President Gwynne Shotwell and CFO Bret Johnsen: Each of their shareholdings will be worth over $1 billion.
Antonio Gracias, a board member and head of Valor Equity Partners, a long-time supporter of Musk: 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): stake valued at approximately $5 billion.
However, no one else holds as many shares as Musk. According to the Financial Times, Musk holds 5.1 billion vested shares, accounting for approximately 41% of the total equity, with a potential value of around $700 billion. A successful IPO could make him the world’s first trillionaire.
In addition, the prospectus revealed for the first time SpaceX’s Bitcoin holdings, which amounted to 18,712 BTC as of March 31, 2026. According to TradingKey, citing CoinGecko data, this positions SpaceX as the 11th largest holder of Bitcoin among institutional entities, surpassing publicly traded companies such as Tesla and Coinbase, but still far behind Strategy (MSTR), which holds over 840,000 BTC.
It is worth noting that IPOs typically impose a 180-day lock-up period to prevent insiders from selling their shares after the listing. According to the Financial Times, Musk has agreed to a lock-up period of 366 days—twice the standard 180-day IPO requirement. Some other major shareholders have similar lock-up arrangements to Musk’s, while others are permitted to sell their shares after the standard 180-day period.
On the underwriting side, according to the Financial Times, Goldman Sachs outcompeted rivals including Morgan Stanley, JPMorgan Chase, Citigroup, Bank of America, and UBS to secure the lead underwriter role, with a total of 23 Wall Street financial institutions forming the underwriting syndicate. Retail investors will have access to a portion of the new shares through platforms such as Charles Schwab, Fidelity’s brokerage division, and Robinhood.
Risk Factors and Disputes in the Prospectus
Beyond its scale, this prospectus discloses several risks and controversies worthy of investors' attention.
The "Unfireable CEO" and Governance Controversies
As previously mentioned, Musk is nearly impossible to remove due to his dual-class share structure and super-voting rights. The prospectus dedicates 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.
A specific example of this conflict of interest is that the prospectus disclosed that SpaceX purchased $131 million worth of Cybertrucks from Tesla last year at retail price (without discount). The Financial Times estimated this equates to approximately 1,500 units of the underperforming vehicle, highlighting how SpaceX’s funds may be funneled to Musk’s other ventures in the absence of independent oversight.
Additionally, since SpaceX has acquired Musk’s social platform X and AI laboratory xAI, its risk disclosures span three entirely distinct areas. The risks listed in the S-1 range from heavy regulatory burdens to space-related risks, including radiation from solar and cosmic sources, orbital debris, and injury or death of personnel.
Conclusion: How should investors respond to the largest IPO in history?
SpaceX's prospectus has been officially made public, marking 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 of a series of massive IPOs by AI companies, with OpenAI and Anthropic also waiting in the wings.
For investors, several key variables remain to be validated in subsequent roadshows and pricing stages: the final number of shares issued and pricing, whether Starlink’s cash flow can sustainably support the valuation narrative, the speed at which AI business losses will 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.