It’s official: SpaceX is on track to be the largest IPO in history, seeking to raise $75 billion once it goes public later this month.
The company will sell 555.6 million Class A shares at a fixed price of $135 each, according to an amended statement filed with the SEC on Wednesday. Combined with the company’s total shares outstanding, that prices SpaceX at roughly $1.77 trillion; enough to make it, on arrival, the seventh-largest company in the U.S. per the Fortune 500 list, walloping current no. 7 spot Berkshire Hathaway, and even CEO Elon Musk’s other darling, Tesla, which trades at a market cap of about $1.6 trillion.
The company going public is not just a rocket maker, anymore. February’s all-stock absorption of xAI turned SpaceX into a money-losing satellite-internet and AI conglomerate, with proceeds earmarked partly for expanding AI compute alongside the Starlink network. Musk makes the goal in the prospectus very clear: get a colony of a million people on Mars. The rockets are to transport there, and the AI is to organize the colony and also figure out how to get a million people on Mars.
How much of the $80 billion actually reaches that buildout is another question: as Fortune has reported, more than three-quarters of the proceeds are already spoken for, pledged to repay debt held by Valor Equity Partners, X Corp, and xAI investors, and to pay EchoStar for a spectrum acquisition, leaving less than $18 billion for the AI express.
What is clear is that Musk has full control of the company. The amendment shows the founder, CEO, CTO, and chairman holding roughly 82.4% of voting power after the offering, enough to elect or eject a majority of the board outright and to make SpaceX a “controlled company” exempt from certain Nasdaq governance rules. Public shareholders are just along for the ride to space.
The filing starts the timer on a hot IPO summer, with the other rumored trillion-dollar listings—Anthropic and OpenAI—set to follow. Anthropic confidentially filed its prospectus on Monday.
The question on Wall Street’s mind is whether there’s enough money in the public markets to absorb them all. Nasdaq controversially rewrote its rules last month in anticipation of the megacap arrivals, allowing the largest IPOs to enter its prestigious Nasdaq 100 index after just 15 trading days, rather than waiting months for the index’s regular reconstitution; and scrapping its 10% minimum float requirement in the process.
SpaceX is expected to float barely 4% of the company, and Nasdaq index funds will be forced to absorb SpaceX shares mechanically, at whatever price prevails. That hands early SpaceX investors a ready exit in what would be the biggest payday in startup history.
SpaceX’s lockup period, like everything else about the company, is unorthodox: instead of a standard 180-day cliff, insiders can sell up to 20% of their locked shares once the company reports its first quarterly earnings, with an additional 10% if the stock is trading at least 30% above the IPO price.The shares unlock in staggered tranches starting after the company’s second earnings report; expected to be around late July or early August. Musk himself can’t sell for 366 days. The structure is designed to gradually increase the float—and accelerate SpaceX’s inclusion in the Nasdaq 100.
SpaceX is poised to make history with what is expected to be the largest initial public offering (IPO) ever, aiming to raise $75 billion when it goes public later this month. The company has announced it will sell 555.6 million Class A shares at a set price of $135 each, as per a recent filing with the Securities and Exchange Commission (SEC). This pricing would value SpaceX at approximately $1.77 trillion, making it the seventh-largest company in the U.S. based on the Fortune 500 list, surpassing Berkshire Hathaway and Tesla, which currently has a market cap of about $1.6 trillion.
The nature of SpaceX has evolved significantly; it is no longer just a manufacturer of rockets. Following its all-stock acquisition of xAI in February, the company has expanded into satellite internet and artificial intelligence, aiming to use the proceeds from the IPO to enhance its AI capabilities and the Starlink network. Elon Musk’s ambitious vision outlined in the prospectus includes establishing a colony of one million people on Mars, with rockets serving as transport and AI managing the logistics of such an endeavor.
However, a significant portion of the $80 billion expected from the IPO is already allocated to other commitments. Reports indicate that over three-quarters of the proceeds are earmarked for repaying debts owed to Valor Equity Partners, X Corp, and xAI investors, as well as compensating EchoStar for spectrum acquisition. This leaves less than $18 billion available for advancing the AI project.
Musk retains substantial control over SpaceX, holding approximately 82.4% of the voting power post-offering. This level of control allows him to elect or remove a majority of the board, classifying SpaceX as a “controlled company” and exempting it from certain governance requirements set by Nasdaq. Consequently, public shareholders will have limited influence within the company.
The upcoming IPO marks the beginning of what is anticipated to be a busy summer for IPOs, with other high-value companies like Anthropic and OpenAI also planning to go public soon. Anthropic has already filed its prospectus confidentially.
A key concern for Wall Street is whether the public markets can support multiple large IPOs simultaneously. In preparation for these megacap listings, Nasdaq recently revised its rules, allowing companies to enter the Nasdaq 100 index after just 15 trading days instead of the usual waiting period. Additionally, Nasdaq eliminated its 10% minimum float requirement, which is particularly relevant for SpaceX since it plans to float only about 4% of its shares. This change means that index funds will need to automatically purchase SpaceX shares at whatever price is available, which could lead to significant gains for early investors in the company.
SpaceX’s lockup period, which typically restricts insiders from selling shares after an IPO, has also been uniquely structured. Instead of the standard 180-day lockup, insiders will be able to sell up to 20% of their locked shares following the company’s first quarterly earnings report, with an additional 10% allowed if the stock trades at least 30% above its IPO price. These shares will unlock in staggered tranches starting after the second earnings report, anticipated around late July or early August. Notably, Musk himself is restricted from selling shares for 366 days.
This innovative lockup structure is designed to gradually increase the float of SpaceX shares on the market and expedite the company’s inclusion in the Nasdaq 100 index. Overall, SpaceX’s IPO is shaping up to be a landmark event in the financial world, attracting considerable attention from both investors and analysts alike as it embarks on this new chapter.
