The largest IPO ever filed.

The S-1 lists Space Exploration Technologies Corp. as the issuer of Class A common stock. The share count and final price range will appear in the first amendment (S-1/A) ahead of the roadshow; at the targeted $1.75 trillion valuation and a $75 billion raise, the offering would represent roughly 4.3% of the company's post-money equity — a relatively thin float by mega-cap standards and consistent with Bloomberg and Reuters reporting that demand is expected to oversubscribe the deal by a wide margin.

Indicative terms

Use of proceeds

The S-1 outlines four broad uses for the net proceeds, in this order of magnitude:

The S-1 cover page lists 23 bookrunners and co-managers — a deliberately oversized syndicate that maximizes global distribution and minimizes any single bank's risk on stabilization. Goldman Sachs sits lead-left, the senior advisory and structuring role. Morgan Stanley is named as the stabilization agent, the bank legally responsible for supporting the aftermarket price using the greenshoe option during the 30-day stabilization window. Bank of America, Citigroup, and JPMorgan Chase round out the joint bookrunner tier.

For scale: Saudi Aramco's 2019 IPO used 26 syndicate banks but concentrated economics among nine joint global coordinators. The SPCX syndicate spreads the load more evenly, which is a defensive choice — when no single bank is left holding too much exposure, the aftermarket trade is less likely to gap.

SPCX uses a dual-class share structure. The S-1 describes two classes:

• Class A common stock — sold to the public. One vote per share. This is the share that will trade under the SPCX ticker.
• Class B common stock — retained by insiders. Ten votes per share. Not publicly traded.

The combined arithmetic guarantees insider control. Even if SpaceX raised the full $75 billion at $1.75 trillion — diluting outside Class A holders to roughly the mid-single-digit percent — Class B holders led by Elon Musk retain a majority of the total voting power. The S-1 also describes a sunset condition that converts Class B to Class A on the earlier of the founder's death, certain incapacity events, or a transfer outside a permitted holder.

Notable Class A and B holders disclosed in the principal stockholders section include:

Precedent and peers

The 10× ratio puts SPCX in the same governance family as Meta Platforms (Class A 1 vote / Class B 10 votes, founder control retained), Alphabet (Class A 1 vote / Class B 10 votes / Class C non-voting), and Snap Inc. (which actually went one step further, offering only non-voting shares to the public at IPO). Investors who object to dual-class governance typically still own these names — index inclusion forces the hand of most large institutional accounts. See our comparison page for governance side-by-side.

SPCX will list on both the Nasdaq Global Select Market (the senior Nasdaq tier, where Apple, Microsoft, Nvidia and Meta trade) and the new Nasdaq Texas exchange. The dual listing is largely symbolic — order books for both venues clear against the same consolidated tape — but it lets the company signal its Texas footprint (Starbase, Boca Chica, and the Austin xAI compute campus) while staying inside the Nasdaq Stock Market's regulatory umbrella.

On the morning of June 12, SPCX will not open at 9:30 a.m. with normal continuous trading. Instead, Nasdaq runs an opening cross, also called the IPO cross or the Halt Cross:

• The stock is placed in a "quote-only" period beginning shortly after the 9:30 bell. Orders accumulate in the book but do not match.
• Morgan Stanley as stabilization agent works with Nasdaq market operations and the underwriting syndicate to establish an indicative opening price. This usually iterates over 30–90 minutes.
• Once the indication is stable, Nasdaq releases the stock for trading at a single auction-cleared opening print. From that moment on, normal continuous trading runs through the close at 4:00 p.m. ET.

For retail investors this has one practical implication: do not use market orders at the open. Auction cross prints can be highly volatile and a market order will accept whatever the cross prices at. Use a limit order. See how to buy SPCX for full execution guidance.

The S-1 names the standard 180-day lock-up covering officers, directors, and pre-IPO stockholders. Through that window, those holders cannot sell, hedge, or pledge their shares without consent from the lead bookrunners (in practice Goldman Sachs and Morgan Stanley). Counting forward from a June 11 pricing date, that lock-up expires on or around December 9, 2026.

The size of the post-lock-up supply matters because SpaceX has been a private company for more than two decades and has accumulated a deep pre-IPO shareholder base across:

• Employees and former employees who hold vested options and restricted stock units from a long history of internal liquidity programs.
• Late-stage growth investors who bought into tender rounds at $180B, $210B, and $350B valuations.
• Strategic and corporate holders including Alphabet (~7M shares from its 2015 investment), the Founders Fund, and Valor Equity Partners (Antonio Gracias's firm) with its disclosed 503.4M-share position.
• Sovereign and family office investors across the Middle East, Europe, and Asia who participated in pre-IPO tenders.

None of these holders are required to sell at lock-up expiry. But the supply overhang is meaningful and is a well-documented driver of late-year IPO volatility. Investors building a position for the long term may prefer to wait through the December 9 window before sizing up.

For deeper financial context see our financials page and the S-1 summary. For risk framing read the valuation analysis.