SpaceX IPO document exposed: Musk plans to consolidate control with super voting rights, sky-high performance incentives tied to $6.6 trillion market cap goal.
After SpaceX secretly submitted its IPO application, more details about the company's governance structure and financials emerged.
After SpaceX's secret submission of its IPO application, more details about the company's governance structure and financials have come to light. According to the summary of the prospectus, SpaceX plans to ensure founder Elon Musk and a few key internal executives have absolute voting control over the company through a dual-class share structure after the completion of its initial public offering (IPO), with public investors having limited voting rights and legal recourse pathways.
At the same time, the draft prospectus also revealed that Musk spent $1.4 billion last year to buy SpaceX shares from current and former employees to increase his ownership stake, and the board has approved a massive equity incentive plan linked to extreme market value targets.
Super voting rights lock control, Musk holds three positions
According to the summary of the prospectus submitted by SpaceX earlier this month, the company plans to adopt a dual-class share structure after going public. Under this structure, Class A common stock sold to the public will have one vote per share, while Class B common stock held by Musk and a few key internal executives will have 10 votes per share. This arrangement will make it almost impossible for public shareholders to pose a substantive challenge to the management in strategic decision-making or board elections.
The prospectus also includes provisions limiting shareholders' legal actions, mandating that specific disputes be resolved through arbitration, and restricting where lawsuits can be filed.
It is known that such share structures are common in founder-led tech companies but weaken the influence of public shareholders on company strategy and oversight of management.
After the IPO is completed, Musk will continue to serve as CEO, Chief Technology Officer (CTO), and Chairman of the nine-member board.
Although documents show that Musk's cash compensation last year was only $54,080, with stock appreciation, he is expected to see a massive increase in wealth after the company goes public. In contrast, SpaceX President and Chief Operating Officer Gwynne Shotwell reportedly received a total compensation of $85.8 million last year, while CFO Bret Johnsen received $9.8 million.
Largest IPO target in history: Valuation of $1.75 trillion, raising $750 billion
SpaceX's IPO target valuation is approximately $1.75 trillion, with plans to raise $750 billion. If successful, this will set a record for the largest IPO in global history.
To advance this grand IPO plan, the company's executive team will host a three-day onsite tour and briefing for Wall Street analysts at the Starbase in Boca Chica, Texas this week.
Sources say that the promotion event will take place on Tuesday, with analysts being given a close-up look at the "Starship" launch pad to experience its breakthrough heavy launch capabilities. This will be followed by a financial briefing focused on long-term capital such as mutual funds and pension funds at the Starbase on Wednesday, with a core focus on the profit potential of the "Starlink" satellite network.
Of particular interest is the final day of the meeting, where analysts will be invited to the "Colossus" data center in Tennessee to see the "Macrohard" computing project firsthand, showcasing SpaceX's strategic integration of artificial intelligence (AI) and space network.
About two weeks later, SpaceX is expected to hold a separate "modeling day" event for some Wall Street analysts, with participation from banks involved in the transaction. At these events, companies typically provide detailed financial forecasts, business logic, and key data to help analysts calculate profit forecasts before the IPO. SpaceX CFO Johnsen will have to convince top Wall Street analysts and investors within about two months to increase the company's valuation to nearly unimaginable $1.75 trillion.
Financial data revealed: Starlink as cash cow, AI investments lead to nearly $5 billion loss last year
This IPO filing gives investors a first glimpse into SpaceX's financials, especially after Musk merged the rocket manufacturer with its social media and AI company, xAI, earlier this year.
Financial data shows that thanks to the strong profitability of the Starlink satellite internet service, the company maintained a certain financial cushion while investing heavily in AI infrastructure. By the end of 2025, the merged company had approximately $24.8 billion in cash, total assets of $92 billion, and total liabilities of $50.8 billion.
On the operational side, the Starlink business generated operating profits of $4.42 billion last year, becoming a core driver of the company's massive capital expenditures. However, due to the large-scale acquisition of xAI and continued investment in AI infrastructure, SpaceX recorded a net loss of $4.94 billion in the 2025 fiscal year, with revenue of $186.7 billion. In comparison, the company made a profit of $791 million on revenues of $14.02 billion in 2024 and had revenues of $10.4 billion with losses of $4.63 billion in 2023.
The losses primarily stem from a nearly five-fold increase in capital expenditures over two years, reaching $20.74 billion last year, with over half allocated to the AI sector, where capital expenditure jumped from $5.6 billion the previous year to $12.7 billion.
Nevertheless, compared to tech giants with similar market capitalizations like Meta (META.US) (which had capital expenditures of up to $72 billion in 2025), SpaceX's AI investments remain relatively limited.
Musk's personal investment: $1.4 billion secondary market acquisition and sky-high performance incentives
Additionally, the IPO prospectus revealed that Musk, through his trust fund, purchased company shares worth $1.4 billion from current and former SpaceX employees in a secondary market transaction last year, further increasing his equity stake in the company.
It was also reported that SpaceX's board approved an ambitious performance stock option plan last month: if the company's market value can climb from the current $1.1 trillion to a maximum of $6.6 trillion and successfully complete the grand plan to build data centers in space to provide computing power for AI developers, Musk would receive an additional 60 million shares as a reward. This part of the incentive will be distributed in batches as the market value rises by $500 billion increments.
As of now, SpaceX has not responded to requests for comments on the details mentioned above.
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