SpaceX submitted an amended Form S-1/A registration statement to the U.S. Securities and Exchange Commission ahead of its planned initial public offering on June 12, 2026. The company is preparing for a Nasdaq listing under the ticker SPCX. The amended filing shows SpaceX adjusted its target valuation to at least $1.8 trillion, below the earlier upper ceiling of $2 trillion referenced in the first public prospectus. The revision followed investor feedback on valuation, capital spending, and SpaceX's reported 2025 net loss of $4.94 billion. The filing adds provisions on IPO share allocation, insider lock-up terms, voting structure, commercial contracts, and future equity issuance plans that were not fully detailed in the earlier filing.
SpaceX Reserves 5% of IPO Shares for Selected Buyers
SpaceX said underwriters have reserved up to 5% of the Class A common stock offered in the IPO for a directed share program. The shares may be sold at the IPO price to selected employees, persons chosen by executive officers, business contacts, and friends and family of executive officers.
Participants in the directed share program will not be subject to lock-up restrictions. That means they may sell their shares after the public listing without waiting for the lock-up period that applies to many other pre-IPO holders.
Any shares not purchased through the directed share program will be offered to the general public on the same basis as other Class A shares in the offering. The number of shares available to public investors will be reduced by the number of shares bought through the reserved allocation.
The filing also sets stricter terms for larger existing shareholders. SpaceX said shares held by Elon Musk and certain shareholders represent more than 60% of the company's outstanding shares before the offering. Those shares are subject to extended lock-up restrictions.
Musk's shares are restricted for 366 days after the date of the final prospectus. The filing states that his shares will not be eligible for early release provisions during that period.
Musk Voting Control and Mars Grant Detailed
The amendment states that Musk will retain broad voting control through super-voting Class B shares. According to the filing details, he will hold 85.1% of the combined voting power after the offering.
SpaceX also added language confirming that Musk has the right to vote performance-based restricted Class B shares that remain outstanding from a board-approved grant. The grant was approved on January 13, 2026, and covers 1 billion performance-based restricted Class B shares.
The restricted shares vest across 15 equal tranches tied to specified market capitalization milestones. The grant also includes an operating milestone requiring SpaceX to establish a permanent human colony on Mars with at least 1 million inhabitants. Vesting remains subject to Musk's continued employment and certification by the company's board.
The amended filing also includes new language on internal dispute procedures. It states that if a court declines to transfer an internal dispute to the Business Court and is later found to lack jurisdiction, the arbitration provision would not be triggered. In that case, the matter would need to be dismissed and brought before a court with proper authority.
Anthropic and Starlink Details Added
SpaceX provided more details on its compute lease agreement with Anthropic. The arrangement involves about 325,000 Nvidia GPUs, supported by hyperscale-class CPUs, exabyte-scale storage, and high-speed networking and interconnects.
The filing clarifies that the Anthropic agreement includes a mutual 90-day cancellation notice after an initial three-month period. That provision means the revenue from the contract depends on continuation terms rather than being fixed over a longer period.
The amended filing also added American Airlines as a Starlink customer. Starlink remains one of SpaceX's main commercial businesses, serving consumer, enterprise, aviation, maritime, and government markets through satellite internet services.
The company also included subscription data tied to related services. As of December 31, 2025, the filing cited 4.1 million X Premium Basic, X Premium, and Premium+ paid subscribers. It also cited about 900,000 SuperGrok and SuperGrok Heavy paid subscribers.
SpaceX previously disclosed $1.45 billion worth of Bitcoin on its balance sheet in its original IPO materials. The amended filing also states that the company may issue additional equity in future acquisitions, divestitures, or other strategic transactions, while underwriters will not receive any discount or commission on shares sold through the over-allotment option.
FAQ
What did SpaceX file ahead of its June 12, 2026 IPO?
SpaceX submitted an amended Form S-1/A registration statement to the U.S. Securities and Exchange Commission. The filing added new details on IPO share allocation, insider lock-up terms, voting structure, commercial contracts, and future equity issuance plans. The company adjusted its target valuation to at least $1.8 trillion, below the earlier upper ceiling of $2 trillion, following investor feedback on valuation and its reported 2025 net loss of $4.94 billion.
How much voting power will Elon Musk hold after the SpaceX IPO?
According to the amended filing, Musk will hold 85.1% of the combined voting power after the offering through super-voting Class B shares. His shares are subject to a 366-day lock-up period after the date of the final prospectus and will not be eligible for early release provisions during that period.
What is the Mars colony milestone in Musk's performance-based share grant?
The board-approved grant from January 13, 2026 covers 1 billion performance-based restricted Class B shares. The grant includes an operating milestone requiring SpaceX to establish a permanent human colony on Mars with at least 1 million inhabitants. Vesting remains subject to Musk's continued employment and certification by the company's board.
