Space Exploration Technologies Corp., better known as Elon Musk’s SpaceX, filed a Form S-1 with the Securities and Exchange Commission Wednesday for a much-anticipated initial public offering of its common stock that will trade on Nasdaq and Nasdaq Texas under the symbol “SPCX.”
SpaceX didn’t disclose an expected price range or share volume for the initial offering, though reporting by The Wall Street Journal indicates the Starbase, Texas, headquartered company seeks to raise at least $80 billion on a valuation of about $1.71 trillion.
The prospectus makes it clear that Musk will continue to have control of the company. The issue will include two classes of stock: Class A will hold one vote per share, Class B will hold 10 times that number.
“As a result,” notes the prospectus, “Mr. Musk will be able to control the outcome of matters requiring shareholder approval.”
Gibson, Dunn & Crutcher is advising SpaceX led by capital markets partners George Sampas in New York and Hillary Holmes, Harrison Tucker and Atma Kabad in Houston. Davis Polk is advising the underwriters with Byron Rooney, Stephen Byeff and Joze Vranicar in New York and Alan Deneberg in Northern California.
By virtually any reasonable estimate, the SpaceX IPO will be, far and away, the most valuable IPO in history. For the last several years, SpaceX has been building its valuation in anticipation of taking itself public and Gibson Dunn has advised on a number of those acquisitions.
In February, Gibson advised SpaceX in Musk’s $1.25 trillion merger of SpaceX and xAI, a move that set the baseline for SpaceX IPO.
Last May, according to SEC filings, SpaceX subsidiary Tune Holdings completed its acquisition of communications hardware manufacturers Akoustis Technologies and its subsidiary RFM Integrated Device. Gibson advised Tune Holdings and SpaceX.
Beginning last November, Gibson advised SpaceX on two major acquisitions of spectrum licenses from EchoStar, deals valued together at more than $20 billion.
In March SpaceX completed its acquisition of Hexagon Masterworks from Norway’s Hexagon Purus ASA, a supplier of high-pressure composite storage cylinders for aerospace applications. Again, Gibson advised.
And just last month, SpaceX agreed to pay as much as $60 billion for AI-coding software startup Cursor. Gibson advised.
Those acquisitions dovetail nicely with Musk’s vision for SpaceX which, in his announcement of the SpaceX-xAI merger, included strings of orbiting solar-powered, hyperscaling data centers.
“SpaceX is the only company that has cracked the code on accessing space at scale, revolutionizing an industry characterized by decades of stagnation, risk aversion, and economically perverse cost structures.” It is, he says, “the only company building the integrated hardware and software infrastructure of the future across space, connectivity, and AI.”
Musk brings the receipts. Since 2023, for instance, SpaceX has launched 80 percent of mass to orbit for the world each year with a 99 percent success rate. It’s Starlink system operates some 9,600 satellites in Low-Earth Orbit, providing literally global connectivity.
“We believe AI infrastructure in space can utilize the virtually limitless power of the Sun and thereby enable the use of AI as a transformative force for understanding the universe and improving the daily lives of all humans. We believe the convergence of these areas will enable an unprecedented expansion in the global economy, leading to an age of abundance. Our innovations and technological advancements are redefining industries on Earth, while we aim to create new ones on the Moon, Mars, and beyond.”
Everything about the proposed IPO is big. Even the team of bankers.
There are nearly two dozen banks working as underwriters for the IPO, which would surpass the 2019 IPO of Saudi Aramco that raised $25.6 billion, valuing the state-owned oil and gas company at $1.7 trillion.
Underwriters include joint book-running managers Goldman Sachs, Morgan Stanley, BofA Securities, Citigroup and J.P. Morgan, along with Barclays, Deutsche Bank Securities, RBC Capital Markets, UBS Investment Bank, Wells Fargo Securities. Other underwriters include Allen & Company, Cantor, Needham & Company, Raymond James, Societe Generale, Stifel, William Blair, BTG Pactual, ING, Macquarie Capital, Mirae Asset Securities, Mizuho and Santander.