SpaceX Form S-1/A Amendment No. 5
Filing Date: June 11, 2026
CIK: 0001819848
Registration No.: 333-284719
Final Offering Terms
Pursuant to this Amendment No. 5 to the Registration Statement on Form S-1:
- Price: $135.00 per share of Class A common stock
- Shares Offered: 555,555,555 shares
- Gross Proceeds: $75,000,000,075.00
- Ticker Symbol: SPCX
- Exchange: The Nasdaq Stock Market LLC
- Expected Trading Date: June 12, 2026
- Settlement Date: June 15, 2026
Risk Factors (Selected)
Accumulated Deficit
“We have incurred net losses since our inception in 2002. As of March 31, 2026, we had an accumulated deficit of $41.3 billion. We expect to continue to incur significant expenses and may not achieve sustained GAAP profitability in the near term.”
Controlled Company
“Following this offering, Elon Musk will beneficially own shares representing more than 82% of the voting power of our outstanding capital stock. We will be a ‘controlled company’ within the meaning of Nasdaq listing standards.”
xAI Integration Risk
“Our February 2026 acquisition of xAI Corp. involves significant integration challenges, including combining AI research operations, data center infrastructure, and the X social media platform with our core aerospace business.”
Space-Based AI Infrastructure
“Our plans to deploy artificial intelligence data centers in orbit represent unproven technology with substantial technical, regulatory, and capital expenditure risks.”
Use of Proceeds (Net: ~$74.4B)
| Category | Allocation |
|---|---|
| Starlink constellation expansion | ~35% |
| Starship program | ~25% |
| AI/orbital data center infrastructure | ~20% |
| xAI integration and Colossus expansion | ~10% |
| General corporate purposes | ~10% |
Related Party Transactions
- xAI unit purchased $269 million of Tesla Megapacks in April 2026
- Tesla owns 18,990,000 SpaceX shares (valued at $2.56 billion at IPO price)
- Historical commercial, licensing, and support agreements between SpaceX and Tesla
Share Capital Structure
| Class | Votes Per Share | Post-IPO Holders |
|---|---|---|
| Class A | 1 | Public investors, employees |
| Class B | 10 | Elon Musk (primary), select insiders |
Musk is subject to a 366-day post-IPO holding period on shares sold in the offering.
Competitive Landscape (AI)
The prospectus names OpenAI, Anthropic, Google (Alphabet), Microsoft, Amazon, and Meta as key competitors in the enterprise AI applications market, which SpaceX estimates represents 28.5 trillion total addressable market.
Underwriting
Goldman Sachs & Co. LLC (lead left book-running manager), Morgan Stanley & Co. LLC, BofA Securities, Citigroup Global Markets, J.P. Morgan Securities LLC, and 12 additional co-managers.
Total estimated underwriting discount and commissions: approximately $500 million.