Glossary

Every S-1 term, in plain English.

A reference glossary for reading the SpaceX S-1, the financial press around it, and the SPCX prospectus when it lands. Forty-eight terms across IPO mechanics, satellite operations, and finance, alphabetized within each category. If we missed one, mail the editor and we'll add it.

IPO Mechanics

Allocation: The number of shares an underwriter gives a specific account (institutional or retail) in an IPO. In oversubscribed deals, retail allocations from broker IPO programs are typically a small fraction of what is requested.
Bookbuilding: The process during the roadshow where underwriters collect indications of demand from institutional investors at various price points. The order book determines the final offer price.
Bookrunner: A senior underwriting bank with primary responsibility for distributing shares and building the order book. SPCX has 23 bookrunners in total; Goldman Sachs is lead-left, Morgan Stanley is stabilization agent. See IPO details.
Class A / Class B shares: A dual-class structure. Class A shares are sold to the public with one vote per share. Class B shares are held by insiders with ten votes per share. SpaceX uses this structure; Class B retains majority voting power for Musk and insiders.
Co-Manager: A junior underwriting role. Co-managers participate in distribution but do not run the books. SPCX has multiple co-managers including HSBC, Mizuho, Nomura, and others.
Effective Date: The date the SEC declares the S-1 registration statement effective, allowing the offering to proceed. Typically the same day as pricing (June 11, 2026 for SPCX).
Free Writing Prospectus FWP: Marketing materials filed with the SEC during the roadshow that supplement the prospectus. These appear on EDGAR.
Greenshoe (Over-Allotment Option): A standard provision giving underwriters the right to issue an additional ~15% of shares within 30 days of pricing if demand is strong, or to buy back shares in the open market to support the price.
Joint Bookrunner: A bookrunner with shared senior responsibility. Distinct from "lead-left" which is the most senior single bookrunner.
Lead-Left: The most senior bookrunner, named at the upper-left of the S-1 cover page. Lead-left handles the structuring work and tends to keep the senior banking relationship. Goldman Sachs is lead-left on SPCX.
Lock-Up Period: A contractual restriction (typically 180 days) preventing insiders, employees, and pre-IPO investors from selling shares immediately after the IPO. Designed to prevent supply shocks. SPCX lock-up expires ~December 9, 2026.
Opening Cross: Nasdaq's auction-based mechanism for setting the first trading price of an IPO. Quote-only period accumulates orders; auction prints a single opening price; continuous trading begins immediately after.
Pricing: The act of finalizing the offer price after the order book closes. For SPCX, pricing is targeted for the evening of June 11, 2026.
Prospectus: The legal disclosure document delivered to investors. The preliminary prospectus is part of the S-1; the final prospectus (424B) is filed at listing.
Roadshow: The marketing campaign run by the underwriters and company management to institutional investors in the 1–2 weeks before pricing. SPCX roadshow opens June 8, 2026.
S-1: The initial registration statement filed with the SEC for an IPO. Contains business description, risk factors, financial statements, ownership disclosures, and use-of-proceeds language. Filed publicly for SPCX on May 20, 2026.
S-1/A (Amendment): An amendment to the S-1, filed to update terms (notably the price range) and address SEC comments. SPCX is expected to file its first S-1/A around June 3, 2026.
Stabilization Agent: The underwriter responsible for supporting the aftermarket price during the 30-day stabilization window after pricing, using the greenshoe option. Morgan Stanley is stabilization agent for SPCX.
Syndicate: The full group of underwriters participating in the offering — bookrunners and co-managers. SPCX has a 23-bank syndicate.
Underwriter: An investment bank that takes legal and financial responsibility for distributing IPO shares. Earns a fee (the "gross spread") typically 3–7% of the deal — lower on mega-deals.

Satellite & Launch

ARPU Average Revenue Per User: Average monthly or annual revenue generated per subscriber. Critical for connectivity businesses like Starlink. Not disclosed in the S-1 directly; back-of-envelope is ~$92/month at Q1 2026.
Constellation: A coordinated group of satellites in similar orbits working together as one system. Starlink is the largest LEO constellation ever deployed with 9,600+ active satellites.
D2C Direct to Cell: Service from satellites directly to standard LTE/5G mobile handsets without ground modification. Starlink Direct to Cell launched commercially in 2024 with T-Mobile US as anchor partner.
Delta-V dV: A measure of impulse — the change in velocity a rocket can produce. The single most important parameter for orbital mechanics. Often quoted in km/s.
Deorbit: Controlled descent of a satellite back into Earth's atmosphere, burning up on reentry. Required at end-of-life for LEO constellations under modern regulatory standards.
FAA Federal Aviation Administration: The U.S. agency responsible for licensing commercial launches under the Commercial Space Launch Act. Falcon and Starship launches both require FAA approval.
FCC Federal Communications Commission: The U.S. agency responsible for spectrum allocation and licensing satellite communications systems. Starlink operates under FCC authorizations.
GEO Geostationary Orbit: Approximately 36,000 km altitude. Satellites orbit at Earth's rotation rate, appearing stationary in the sky. Used by legacy satellite TV and weather satellites. Higher latency than LEO.
ITU International Telecommunication Union: The UN body that coordinates international spectrum allocation and orbital slot assignments.
LEO Low Earth Orbit: Altitudes from approximately 200 to 2,000 km. Starlink operates at ~340–550 km. Lower latency (~25–50 ms) than GEO; smaller per-satellite coverage requires more satellites.
MEO Medium Earth Orbit: Altitudes between LEO and GEO (typically ~8,000–20,000 km). Used by GPS satellites.
NRO National Reconnaissance Office: The U.S. intelligence agency responsible for designing, operating, and procuring spy satellites. A key Starshield customer.
Payload: The actual customer cargo on a launch — satellite, capsule, or other spacecraft — separate from the rocket itself.
Reusability: Recovering and re-flying rocket stages (Falcon 9 first stage and fairings; Starship both stages). Reduces marginal cost per launch and is the central economic claim of modern SpaceX.
Starbase: SpaceX's launch and development facility in Boca Chica, Texas, where Starship is built and flown.

Finance & Accounting

ASC 280: The U.S. GAAP standard for segment reporting. Determines how SpaceX must disclose Connectivity, Launch, Starshield, and xAI separately on its financial statements.
Capex Capital Expenditure: Spending on long-lived physical assets — satellites, ground stations, launch facilities. Distinct from R&D, which is expensed.
Churn: The rate at which subscribers cancel service. Inverse of retention. Not disclosed for Starlink in the S-1.
Dilution: Reduction in existing shareholders' percentage ownership when new shares are issued. The S-1's "Dilution" section quantifies this for IPO buyers relative to the book value of pre-IPO holders.
Dual-Class Shares: A capital structure with two share classes that have different voting rights. Common in tech IPOs (Meta, Alphabet, Snap). SpaceX uses Class A (1 vote) and Class B (10 votes).
EV / EBITDA: Enterprise Value divided by Earnings Before Interest, Taxes, Depreciation, and Amortization. A common valuation multiple. Not meaningful for SPCX in FY2025 because EBITDA is negative.
FCF Free Cash Flow: Operating cash flow minus capex. The cash a business actually generates after maintaining its asset base.
Gross Margin: (Revenue minus Cost of Revenue) divided by Revenue. The economic margin before R&D and SG&A. The Connectivity segment's gross margin is substantially higher than its operating margin.
JOBS Act: U.S. legislation (2012) allowing emerging-growth companies to file S-1s confidentially. SpaceX used JOBS Act confidential filing on April 1, 2026.
MD&A Management's Discussion & Analysis: The narrative section of the S-1 (and quarterly 10-Q / annual 10-K) where management explains the financials. Often the most readable part of a filing.
Operating Margin: Operating Income divided by Revenue. Captures profitability of the core business before interest, taxes, and FX. SPCX consolidated operating margin was ~(14)% in FY2025.
P/E Price / Earnings: Market cap divided by net income. Not meaningful for SPCX in FY2025 because earnings are negative.
P/S Price / Sales: Market cap divided by trailing revenue. SPCX at $1.75T target is ~94× — see the valuation page.
SBC Stock-Based Compensation: Non-cash compensation paid in shares or options. Material at IPO-ready private companies, often double-digit percent of revenue.
SOTP Sum-of-the-Parts: A valuation method that values each business segment separately and aggregates. Applied to SPCX in our valuation analysis.