SpaceX seeks $75B in IPO at $1.75T valuation; Musk controls 85% voting power
Elon Musk's compensation vest when a permanent Mars colony reaches one million people. Not revenue targets. Not product milestones. A city on another planet. That is the performance condition attached to one billion restricted shares in SpaceX's IPO filing — a structure so disconnected from ordinary public-company metrics that governance lawyers are calling it the most unusual executive compensation arrangement in the history of US capital markets.
Space Exploration Technologies filed its IPO prospectus with the Securities and Exchange Commission on May 20, listing on Nasdaq under the ticker SPCX SEC S-1 Filing. The filing is the first public look inside a company that Musk merged with xAI in February, combining his rocket and satellite business with his AI infrastructure startup and the social media platform X TechCrunch. The combined entity is seeking to raise roughly $75 billion at a reported valuation of $1.75 trillion, making it the largest IPO in history by either metric TechCrunch.
Buried in the consolidated financials is xAI. The subsidiary that houses Grok, Musk's AI assistant, and the compute infrastructure behind it reported a 2025 loss of $6.4 billion on $3.2 billion in revenue TechCrunch. That ratio, 4-to-1, is not a business finding its footing. It is a business compounding its spending. In 2024, xAI lost $1.56 billion on $2.62 billion in revenue, roughly 0.6-to-1 TechCrunch. The burn is accelerating into the growth.
The AI infrastructure bet is not hidden in the filing. It is the filing's central argument. SpaceX's own prospectus lays out a total addressable market that includes $2.4 trillion in AI infrastructure spending over the next decade CNBC, positioning the combined company as both a compute buyer and a compute provider. Grok is described as a path to scaling intelligence to what the filing calls multiple trillions of parameters, a dramatic expansion from current frontier model sizes SEC S-1 Filing. To fund that expansion, SpaceX is coming to public markets.
What public investors get is Class A shares with one vote each. What Musk keeps is Class B shares with ten votes each, and approximately 85.1 percent of total voting power Reuters, according to the filing and reporting by InvestingLive and Reuters. The structure is not unusual for founder-controlled companies going public. What makes it notable here is the size of the ask. Retail investors and institutional allocators are being asked to fund a combined spacetech and AI infrastructure conglomerate where one man holds more voting power than all outside shareholders combined, and where the most speculative part of the bet, the AI capex, generates the losses that the more profitable parts of the business must absorb.
xAI capital expenditures climbed from $12.7 billion in 2024 to a figure the filing does not state explicitly in the summary documents but which TechCrunch and Reuters reported as materially higher for 2025 TechCrunch, on top of the $6.4 billion operating loss. The company is simultaneously scaling Grok to far larger parameter counts, building data center capacity, and maintaining X as a distribution and data source. Each of those is a capital-intensive, uncertain bet. Together they represent the speculative core of a listing being sold partly as a Starlink cash flow story.
Starlink, the satellite internet business, generated $4.4 billion in operating income in 2025 CNBC. The connectivity business is profitable. The AI business is not, and its losses are growing faster than its revenue.
The timing is not coincidental. OpenAI is preparing a confidential IPO filing as soon as Friday, working with Goldman Sachs and Morgan Stanley, per sources cited by CNBC CNBC. The company is valued at more than $850 billion in private markets. Anthropic is targeting an October IPO at a $380 billion valuation after a $30 billion funding round in February Forge Global. Three of the largest technology companies in the world are opening their doors to public shareholders within the same calendar year. The combined proceeds would exceed the total raised by roughly 200 US IPOs New York Times.
The governance structure is the load-bearing mechanism that makes the timing work. Private markets have tolerated the losses at xAI and OpenAI because existing investors have negotiated information rights and liquidation preferences. Public markets do not offer those protections to ordinary shareholders. Class A investors in SPCX will own a piece of a $1.75 trillion entity that includes an AI subsidiary burning billions per year, a satellite internet business printing cash, and a social media platform whose advertising revenue declined in the first quarter of 2026 CNBC. They will have one vote per share. Musk will have ten.
The SpaceX filing includes a compensation arrangement for Musk himself: one billion performance-based restricted shares that vest only when a permanent human colony on Mars reaches one million inhabitants CNBC. The milestone has no target date. It is not clear whether it can be achieved at all, on any timeline. The shares, if they vest, are worth billions. If they do not vest, they cost nothing. It is an option on a moonshot written into the terms of a company asking public markets to fund that same moonshot.
This is the choice the filing presents. The numbers are real. The governance is disclosed. Whether the economics of AI infrastructure at this scale justify the valuation, and whether a voting structure that concentrates control with one person serves public shareholders or simply shields that person from accountability, are questions the filing does not answer. It does not have to. Those are questions for the investors who buy the stock.